S-1/A

As filed with the Securities and Exchange Commission on February 15, 2017

Registration No. 333-214755

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Presidio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5045	47-2398593
(State or other jurisdiction of incorporation)	(Primary Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Penn Plaza, Suite 2832

New York, New York 10119

(212) 652-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Cagnazzi

Chief Executive Officer

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

(212) 652-5700

(Name, address, including zip, code and telephone number, including area code, of agent for service)

Copy to:

Elliot Brecher Senior Vice President and General Counsel Presidio, Inc. One Penn Plaza, Suite 2832 New York, New York 10119 (212) 652-5700 Andrew J. Nussbaum Gordon S. Moodie Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Ian D. Schuman Stelios G. Saffos Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

Approximate date of commencement of proposed sale to the public: As promptly as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act of 1934.

☐	Large accelerated filer		☐	Accelerated filer
☒	Non-accelerated filer	(Do not check if a smaller reporting company)	☐	Smaller reporting company

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

Subject to completion, dated February 15, 2017

Preliminary prospectus

                     shares

Common stock

This is an initial public offering of common stock of Presidio, Inc. We are selling                  shares of our common stock. The estimated initial public offering price is between $     and $     per share.

After the completion of this offering (this “Offering”), investment funds affiliated with or managed by Apollo Global Management, LLC will beneficially own     % of our outstanding common stock (or     % of our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). As a result, Apollo Global Management, LLC will control a majority of the voting power of our outstanding common stock, and we expect to be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Global Select Market (the “NASDAQ”). See “Principal Stockholders.”

Prior to this Offering, there has been no public market for our common stock. We have applied to list our common stock on the NASDAQ under the symbol “PSDO.”

We intend to use approximately $         million of the net proceeds from this Offering to repurchase all of our 10.25% Senior Subordinated Notes (the “Subordinated Notes”) and approximately $         million to redeem a portion of our 10.25% Senior Notes (the “Senior Notes”), in each case at a purchase price of 110.25% of the principal amount so repurchased or redeemed, plus accrued and unpaid interest, if any, up to but excluding, the date of such repurchase or redemption. We expect any remaining net proceeds to be used for working capital or general corporate purposes, including the repayment of amounts outstanding under our February 2015 Credit Agreement or our Receivables Securitization Facility (each as defined herein). See “Use of Proceeds.”

An alternative investment vehicle formed by the limited partners of the Apollo Funds (as defined herein) owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG, who is the holder of 100% of the outstanding Subordinated Notes. As such, we presently anticipate that any portion of the proceeds of this Offering used by the Company to repurchase the Subordinated Notes would be paid, directly or indirectly, to such alternative investment vehicle (net of any amounts owed by such alternative investment vehicle to Deutsche Bank AG pursuant to such derivative arrangements).

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

(1) See “Underwriting (Conflicts of Interest)” for additional information regarding total underwriter compensation.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional                  shares of common stock from us at the initial public offering price less underwriting discounts and commissions.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 24.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about             ,             .

J.P. Morgan	Citigroup
Barclays	RBC Capital Markets

Credit Suisse Goldman, Sachs & Co. Wells Fargo Securities Evercore ISI

Guggenheim Securities Apollo Global Securities LionTree

Prospectus dated             ,             .

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Summary Historical and Pro Forma Financial Information		18
Risk Factors		24
Cautionary Statement Concerning Forward-Looking Statements		46
Use of Proceeds		48
Dividend Policy		50
Capitalization		51
Dilution		53
Selected Historical Consolidated Financial Data		55
Unaudited Pro Forma Condensed Consolidated Financial Information		63
Management’s Discussion and Analysis of Financial Condition and Results of Operations		71
Business		135
Management		151
Compensation Discussion and Analysis		158
Principal Stockholders		177
Certain Relationships and Related Party Transactions		179
Description of Certain Indebtedness		183
Description of Capital Stock		189
Shares Eligible for Future Sale		196
Certain Material United States Federal Income Tax Considerations for Non-U.S. Holders		198
Underwriting (Conflicts of Interest)		202
Legal Matters		210
Experts		210
Available Information		210
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf that we have referred you to. We and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus and any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

Basis of Presentation

Presidio, Inc. (formerly named Aegis Holdings, Inc.) (the “Successor”) was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo Global Management, LLC (together with its subsidiaries, “Apollo”), including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (collectively, the “Apollo Funds”) in order to complete the acquisition of Presidio Holdings Inc. (the “Predecessor”). The Apollo Funds completed the acquisition of the Predecessor on February 2, 2015 (the “Presidio Acquisition”), at which time the Predecessor became a direct wholly owned subsidiary of the Successor. See “Principal Stockholders.” As a result of this acquisition, the resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results of (A) the Predecessor for periods ending prior to February 2, 2015 and (B) of the Successor for periods ending on or after February 2, 2015. Accordingly, unless otherwise indicated or the context otherwise requires, all references in this prospectus to the “Company,” “Presidio,” “we,” “us,” “our” and other similar terms mean (1) the Predecessor for periods ending prior to February 2, 2015 and (2) the Successor for periods ending on or after February 2, 2015, in each case together with its consolidated subsidiaries. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

Unless otherwise indicated, all references in this prospectus to “dollars” and “$” are to U.S. dollars, and all amounts in this prospectus are presented in U.S. dollars.

Our fiscal year ends on June 30 of each year. References in this prospectus to a fiscal year mean the year in which that fiscal year ends. References in this prospectus to “fiscal 2012” or “our 2012 fiscal year” relate to the fiscal year ended June 30, 2012, references in this prospectus to “fiscal 2013” or “our 2013 fiscal year” relate to the fiscal year ended June 30, 2013, references in this prospectus to “fiscal 2014” or “our 2014 fiscal year” relate to the fiscal year ended June 30, 2014 and references in this prospectus to “fiscal 2016” or “our 2016 fiscal year” relate to the fiscal year ended June 30, 2016. References in this prospectus to “fiscal 2015” or “our Combined 2015 fiscal year” represent the sum of the results of the period from July 1, 2014 to February 1, 2015 (Predecessor) and the period from November 20, 2014 to June 30, 2015 (Successor) (collectively, the “Combined period” or sometimes referred to herein as the “Combined fiscal year,” “Combined 2015 fiscal year” or “Combined fiscal year ended June 30, 2015”). We believe that our use of the Combined period, which represents the mathematical addition of Successor’s fiscal 2015 period and Predecessor’s fiscal 2015 period, provides meaningful information about our results of operations on a period-to-period basis. This approach is not consistent with GAAP, may yield results that are not strictly comparable on a period-to-period basis and may not reflect the actual results we would have achieved if the Presidio Acquisition had occurred at the beginning of the Combined period. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus for additional information including the pro forma adjustments necessary to reflect the Presidio Acquisition as if it had occurred on July 1, 2014.

We calculate total addressable market (“TAM”) amounts using a methodology combining calculations of Gartner, Inc. (“Gartner”) and the Company’s management. The data underlying the TAM amounts were calculated by Gartner, and the Company’s management used the TAM amounts to calculate the compound annual growth rate (“CAGR”) between certain periods. In calculating TAM amounts with respect to the Digital Infrastructure, Cloud and Security components, Gartner excluded certain sub-components from the Security TAM because they are not part of our solution set: Consumer Security Software, Data Loss Prevention, Endpoint Protection Platform (Enterprise), Identity Governance and Administration, IPS Equipment, Other Identity Access Management, Other Security Software, Secure E-Mail Gateway, Secure Web Gateway, Security Information and Event Management (SIEM), Security Testing, VPN/Firewall Equipment, and Web Access Management (WAM). Our management then calculated CAGR using the revised TAM amounts, resulting in the amounts reported in this prospectus for TAM CAGR in this prospectus. See “Prospectus Summary—Market Overview” and “Business—Market Overview.”

ii

We calculate revenue per existing client (exclusive of Netech Corporation (“Netech”)) as our GAAP revenue, excluding revenue produced by Netech, divided by the total number of customers, excluding Netech customers, that produced revenue in the relevant period.

Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

Trademarks and Trade Names

This prospectus contains references to a number of our trademarks (including service marks) that are registered trademarks or trademarks for which we have pending applications or common-law rights. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective owners.

Market, Industry and Other Data

This prospectus contains industry and market data, forecasts and projections that are based on internal data and estimates, independent industry publications, reports by market research firms and other independent sources, such as Gartner. Although we believe them to be accurate, there can be no assurance as to the accuracy or completeness of such information. Although we are responsible for all of the disclosures contained in this prospectus, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

Net Promoter Score (“NPS”) is a measure of customer satisfaction on a scale ranging from -100 to 100 developed by Bain and Co. It measures satisfaction using a scale of one to 10 based on a customer’s response to the following question: “How likely is it that you would recommend Presidio to a friend or colleague?” Scores of 9 or 10 are considered “Promoters.” Scores of 7 or 8 are considered neutral. Scores of 6 or less are considered “Detractors.” The NPS, a percentage expressed as a numerical value, is calculated by subtracting the percentage of respondents who are Promoters from the percentage who are Detractors. The NPS calculation gives no weight to customers who decline to answer the survey question. We measure our NPS quarterly by surveying all customers with whom we have transacted in such quarter, except for those who responded to the survey in the previous quarter. Our NPS for the quarter ended September 30, 2016 is 68, which is 8 points higher than our NPS for the fourth quarter of our 2016 fiscal year.

The Gartner Reports described herein (the “Gartner Reports”), which were prepared for us in connection with this prospectus, represent research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner Reports speak as of their original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

In certain instances where the Gartner Reports are identified as the sources of market and industry data contained in this prospectus, the applicable report is identified by superscript notations. The sources of these data are provided below:

(1) Gartner, Market Databook, 2Q16 Update, dated as of June 29, 2016.

(2) Gartner, 2016 CIO Agenda: A U.S. Perspective, dated as of February 19, 2016.

iii

(3) Gartner, Report to Presidio, dated as of May 10, 2016.

(4) Gartner, Forecast: Information Security, Worldwide, 2014-2020, 2Q16 Update, dated as of August 25, 2016.

(5) Gartner, Market Share: IT Services, 2015, dated as of April 6, 2016.

(6) Gartner, Market Trends: Cloud Adoption Trends Favor Public Cloud with a Hybrid Twist, dated as of August 4, 2016.

(7) Gartner, Market Databook, 4Q13 Update, dated as of December 24, 2013.

In the Gartner Reports, the market and industry data presented is based on end-user spending and represents calendar year data.

Unless otherwise indicated, in this prospectus, companies in the geographic market of the United States and Canada (the “North American IT market”) are divided into four categories. These categories are those used by Gartner, and are based on the size of the company. SOHO (Small Office/Home Office) companies are characterized by one-nine employees. Small businesses are characterized by 10-99 employees and less than $50 million in revenue. Midsize, or middle market, companies are characterized by 100-1,000 employees and $50 million to $1 billion in revenue. Large, or enterprise, companies are characterized by over 1,000 employees and more than $1 billion in revenue.

Unless otherwise indicated, in this prospectus, spend in the North American IT market is divided into five categories:

• The “Data Center Systems / Network” category includes servers, external controller-based storage, enterprise network equipment and unified communications;

• The “Devices” category includes PCs, tablets, phones and printers;

• The “Software” category includes enterprise application software (enterprise resource planning (“ERP”), human resources (“HR”), collaborative, client relationship management (“CRM”) and engineering software) and infrastructure software (application development, information management, enterprise system management, security system software and operating systems);

• The “IT Services” category includes business IT services (consulting, implementation, IT outsourcing and “business process outsourcing”) and IT product support (software support and hardware support); and

• The “Communications Services” category includes enterprise fixed and mobile services (wide area network (“WAN”), core network, voice services, mobile data services, etc.) and consumer fixed and mobile services (fixed-line voice services, broadband, mobile access and traffic fees, etc.).

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated, may not be the arithmetic aggregation of the percentages that precede them.

iv

Non-GAAP Financial Measures

The U.S. Securities and Exchange Commission (the “SEC”) has adopted rules to regulate the use in filings with the SEC and in other public disclosures of “non-GAAP financial measures,” which include Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue and ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”). These rules govern the manner in which non-GAAP financial measures are publicly presented and require, among other things:

• a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and

• a statement disclosing the purposes for which the registrant’s management uses the non-GAAP financial measure.

The rules prohibit, among other things:

• exclusion of charges or liabilities that require cash settlement or would have required cash settlement absent an ability to settle in another manner from non-GAAP liquidity measures; and

• adjustment of a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to occur.

In addition to financial information presented in accordance with GAAP, management uses Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue (all of which are non-GAAP measures) in this prospectus in its evaluation of past performance and prospects for the future. We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. We believe that Adjusted EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (1) the impact of our capitalization structure and (2) items that are not part of our day-to-day operations.

Management also uses Adjusted Net Income, a non-GAAP measure, in this prospectus in its evaluation of past performance and prospects for the future. We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. We believe that Adjusted Net Income provides additional information regarding our operating performance while considering the interest expense associated with our outstanding debt, as well as the impact of depreciation on our fixed assets and income tax expense. We believe Adjusted Net Income is utilized by investors and other interested parties to facilitate period–over–period comparisons and, relative to other performance measures, provides additional information as to how trends impact our operating performance.

Management also uses Adjusted Revenue, a non-GAAP measure, in its evaluation of historical revenue activity. We define Adjusted Revenue as revenue adjusted to exclude (i) total revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to total revenue as a result of our acquisitions. We believe that Adjusted Revenue provides supplemental information with respect to our revenue activity associated

v

with our ongoing operations. However, Adjusted Revenue does not represent and should not be considered an alternative to Revenue as determined under GAAP and may not be comparable to other similarly titled measures of other businesses.

Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income (loss) or revenue, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations include:

• noncash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;

• Adjusted EBITDA and Adjusted Net Income do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

• other companies in our industry may calculate Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations to Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue by relying primarily on our GAAP results and using Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue only for supplemental purposes. Adjusted EBITDA and Adjusted Net Income include adjustments for items that may occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other peer companies over time. For example, it is useful to exclude noncash, share-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of the Company’s business operations and these expenses can vary significantly across periods due to timing of new share-based awards. We also exclude certain discrete, unusual or noncash costs, including noncash purchase accounting adjustments, transaction costs (including professional fees and other expenses associated with acquisition and disposition activity) and other costs (such as costs incurred to integrate our managed services customers onto a single platform) in order to facilitate a more useful period-over-period comparison of the Company’s financial performance. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are noncash expenses. See our historical consolidated financial statements included elsewhere in this prospectus for our GAAP results. For reconciliations of Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue to the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Financial Information” and “Selected Historical Consolidated Financial Data.”

vi

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and historical consolidated financial statements included elsewhere in this prospectus. This summary is not complete and may not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the “Risk Factors” section and our historical consolidated financial statements and related notes, before making an investment decision.

Company Overview

Presidio is a leading provider of information technology (“IT”) solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services, including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led, lifecycle model leads to ongoing client engagement. As of June 30, 2016, we serve approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Through our increasing focus on cloud and security, we believe we are well positioned to benefit from the rapid growth in demand for these technologies and expect our business mix to continue shifting toward them. Within our three solutions areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, Internet of Things (“IoT”), data center modernization, hybrid and multi-cloud, cyber risk management, enterprise mobility and management of data from sensors, cameras, wearables and machines that can be accessed and shaped to derive actionable insights and business outcomes (“data analytics”). These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

The middle market is a highly attractive segment of the IT Services market. We believe we are the leading middle-market provider of IT solutions and are differentiated by our strategic focus on this attractive segment. The increasing potential and complexity of emerging technologies and digital transformation are creating more demand for our solutions and services. As a trusted solutions provider, our clients rely on us for IT investment decisions. We simplify IT for them by building solutions utilizing what we view as the best possible technologies. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Since many large-scale IT Services providers focus on larger enterprises, and because many resellers are unable to provide end-to-end solutions, we believe the middle market has remained underpenetrated and underserved.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win, retain and expand our client relationships.

Our client base is diversified across individual customers and industry verticals. In our fiscal year ended June 30, 2016, only 19% of our revenue was attributable to our top 25 clients by revenue and no industry vertical accounted for more than 20% of our revenue. Among the verticals that we serve, healthcare, professional services, financial services, governments and education are our largest categories. We believe that our diversified business profile is a key driver of our ability to generate growth across different economic and technology cycles.

1

Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

Our revenue was $1,393 million for the Predecessor period beginning July 1, 2014 and ending February 1, 2015 and $985 million for the Successor period beginning November 20, 2014 and ending June 30, 2015. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. Our revenue for our Combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in our fiscal year ended June 30, 2016. In our fiscal year ended June 30, 2016, our net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. See “Non-GAAP Financial Measures” and footnotes 2 and 4 under “—Summary Historical and Pro Forma Financial Information” for the definitions of Adjusted EBITDA and Adjusted Net Income, the reasons for their inclusion and a reconciliation to net income.

Market Overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

North America IT Spend by Category1	North America IT Spend by Company Size

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market. Our sales in Canada generated approximately 0.3% of our revenue in the fiscal year ended June 30, 2016. Our total sales outside the United States

¹  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

2

represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner² predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates.³

Digital Infrastructure TAM   Cloud TAM           Security TAM                

Specific components of our TAM are as follows:

• Digital Infrastructure solutions: Gartner and management estimate that our addressable enterprise-class infrastructure market was $125 billion in 2015 and is projected to grow at a 5% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, infrastructure consulting, network services, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of Software-as-a-Service (“SaaS”) applications into environments, low-latency requirements, software-defined networks (“SDN”), IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

• Cloud solutions: Over the past several years, the SaaS, Platform-as-a-Service (“PaaS”) and Infrastructure-as-a-Service (“IaaS”) markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

²  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

³  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

3

• Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,⁴ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.⁵ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.⁶ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

(Percentage of fiscal 2016 revenue)

Digital Infrastructure         Cloud Security            

At the core of our solutions is our services expertise, which combines professional services, project management and technology acquisition, as well as managed, maintenance and support services across our clients’ IT lifecycle. Our offerings are focused on five core foundational IT technologies: network, data center, security, collaboration and mobility. We enable our clients to capitalize on technology advances, simplify IT complexity and optimize existing environments, which drives business transformation through new applications, user experiences and revenue models. As a services-led organization, we work with our clients to understand their unique business challenges and opportunities. Once a client’s

⁴  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁵  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁶  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

4

needs have been identified, a team of Presidio engineers designs a vendor-agnostic IT solution tailored to the client’s objectives and then acquires the technology and implements the solution. As part of our full lifecycle model, we also provide managed, maintenance and support services to our clients.

Across each of our solution areas, we focus on building expertise in the emerging trends and leading-edge technologies that matter most to our clients. Specifically, in Digital Infrastructure, we have deployed next-generation, converged network and data center technologies to support the increasing demands of multi-channel client interaction and an increasingly mobile workforce. In Cloud, we have developed solutions that allow us to deploy hybrid and multi-cloud environments and software-defined infrastructure, in an automated and orchestrated fashion, giving our clients agility and powerful governance over their application environments. In Security, we have developed strong capabilities in risk assessment, gap remediation, proactive risk management and incident response.

Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. In networking, we are designing and deploying the intelligent interconnectivity that will enable our customers to take advantage of the advances in IT, including cloud and data

5

analytics. In collaboration, we help our clients create environments that allow for faster decision-making by integrating all their critical business and communications applications into a unified solution. Our solutions are mobile-ready, as we extend our clients’ local and wide area networks by enabling reliable, secure and scalable access to all types of mobile devices. In IoT, we are helping our clients move from traditional manual processes to automated machine-to-machine connectivity, enabling enhanced efficiency, powerful data insights and integration of historically non-IT assets into the IT environment. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Cloud Solutions: We have found that businesses are increasingly required to deliver new products and services to market in shortened time frames by leveraging technology to transform the rate at which they can innovate. Part of this transformation is the proliferation and adoption of the cloud. As a result, companies are increasingly turning to us for help with their cloud strategy and adoption. A recent survey by Gartner⁷ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017. Through our acquisition of Sequoia Worldwide LLC (“Sequoia”) and our organic investments, we provide cloud enablement and migration services as well as private, hybrid and multi-cloud solutions, including data center modernization, managed cloud, orchestration and automation and operational support to our clients. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our clients accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our Next Generation Risk Management (“NGRM”), we provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), Payment Card Industry Data Security Standard (“PCI DSS”), the Federal Information Security Management Act (“FISMA”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

We offer our end-to-end solutions through our full lifecycle model. Our lifecycle approach is delivered through professional services, which includes strategy and consulting, solutions design, testing and configuration and custom deployment, as well as project management and technology acquisition, managed services and maintenance and support. Once a solution has been designed and agreed upon, our engineers provide expert implementation and integration of the customized solution into the client’s IT environment. As part of deployment, we stage and test solutions before installing

⁷  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

6

them and then coordinate resources and manage timelines to make sure we deliver according to our client’s exact specifications. Once a solution has been deployed, we provide managed maintenance and support services to ensure our clients IT environments are operating according to plan. As part of our ongoing support, we help our clients identify areas where they can further strengthen their IT solutions.

Presidio’s Lifecycle Model

Our ability to provide a full lifecycle of services creates multiple ongoing touch points with our clients, which we believe drives deep client relationships and high satisfaction because we are able to serve as the single source for their IT solutions needs.

Our Go-to-market Approach

Our approach is to deliver engineering and services-led solutions to best meet our clients’ evolving IT needs. We have built an innovative and flexible organization with a proven history of identifying and capitalizing on disruptive technologies and market transitions. As of June 30, 2016, we have over 500 direct sales professionals and a team of approximately 1,600 engineers across more than 60 offices nationally who we believe provide high-quality, consistent service to our clients. Our model is focused on developing long-standing, deep relationships through local touch-points, combined with strong technical expertise and the ability to provide an end-to-end solution to solve our clients’ complex IT needs. Our relationships with our clients extend beyond the solutions we provide to include full lifecycle services such as managed services, maintenance and support, which drive our ongoing client engagement. Our service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services. We believe the differentiated combination of our national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services separates us from other providers in the market.

7

Our vendor-agnostic approach to the market allows us to develop optimal solutions based on what we view as the best mix of technologies. Our best-of-breed philosophy is a significant differentiator versus reseller and fulfillment models. Rather than responding to simple procurement requests, we advise clients on solutions that drive business transformation. We then design the solutions with what we view as the best technologies available.

To cater to certain clients’ desires to lower capital expenditures, we offer flexible consumption models. For example, we have the ability to deliver our full range of IT solutions in an ITaaS model. This provides clients with the option to consume technology “as a service,” accessing and paying for technology as it is consumed.

Our Competitive Strengths

Leading Provider of IT Solutions to the Middle Market

We focus on serving the attractive middle-market segment of the IT Services market. The middle market is one of the fastest growing segments of the overall IT Services market. We believe this is due to the strong demand for IT expertise in the segment, the massive number of companies in the segment and significant under-penetration in the segment. We believe we have created a compelling brand and reputation as a leading provider of enterprise-class IT solutions. We have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that we believe separates us from other providers in the market. Our ability to provide end-to-end solutions and solve complex needs has allowed us to become a partner of choice for our middle-market clients.

End-to-end Enterprise-class Solutions

We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services and technology to give us a significant competitive advantage compared to other IT providers. We believe that businesses increasingly seek a single provider of integrated multi-vendor, multi-technology solutions for their complex and mission-critical IT needs. Our ability to take a client’s high-level vision and distill it into a tangible IT roadmap is a key differentiator for our company; it requires a high degree of investment and technical know-how across technologies that would be difficult and costly to replicate. Our solutions enhance the technology capabilities that our clients believe are most important to their businesses by empowering enhanced productivity and expanded offerings to their clients. With our clients, our lifecycle approach allows for ongoing engagement across new projects and upgrades, as well as ongoing managed services and support. This service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services.

Cutting-edge Technology Capabilities with a Proven Record of Capitalizing on Technological Shifts

We believe that our flexible business model has enabled us to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. We actively make organic and inorganic investments in the future of IT solutions, including multi-cloud, IoT, security and managed services. Recent examples of solutions developed for clients include our connected-vehicle solutions, Presidio Managed Cloud and our proprietary NGRM security offering. To ensure our clients have access to a wide range of technologies and best-of-breed solutions, we have developed strong relationships with over 500 original equipment manufacturers (“OEMs”) as of June 30, 2016. We partner with leading IT providers, such as Cisco, Citrix, Dell, EMC, F5, NetApp and VMware, as well as with emerging OEMs who specialize in next-generation technology such as Arista, FireEye, Nutanix, Palo Alto and Pure. We also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help our clients capitalize on public and multi-cloud environments.

8

National Scale with Local Relationships Driven by an Industry-leading Team of Engineers

While we operate on a national scale, our go-to-market approach is highly localized, helping to ensure a high degree of connectivity and continuity with our clients. Our solutions capability is powered by our services-led organization with specialized expertise across over 60 offices in the United States and over 2,800 employees nationally (in each case, as of June 30, 2016) to provide a high degree of connectivity with our clients. We deploy our end-to-end IT solutions through our team of approximately 1,600 engineers as of June 30, 2016, providing our middle-market client base with expertise that is difficult to replicate in-house. Our productive sales force, combined with our strong consulting capabilities, drive what we believe is our industry-leading engineer-to-sales-person ratio. We believe that the talent, experience and credibility of our engineering team help make us a preferred provider for advanced IT solutions.

The following map shows our office locations, which we believe demonstrates our broad geographic reach.

Presidio’s Geographic Footprint

Broad and Loyal Client Base

As of June 30, 2016, we have approximately 7,000 clients, primarily in the middle market and government segments. In addition, we also serve clients that have grown beyond the middle market, as well as targeted large enterprises. Our clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Our broad client base provides us a diversified and reoccurring revenue opportunity that helps us grow across economic and technology cycles. Our high-touch, lifecycle approach has resulted in strong client satisfaction, as demonstrated by our NPS of 49 in 2014, 59 in 2015 and 65 in 2016, which compares very favorably to the Tech Vendor NPS Benchmark, 2016 (B2B) average score of 30 according to Temkin Group. This positive client satisfaction helps drive our long-term and expanding client relationships. Since 2014, we have grown the number of clients to whom we have sold solutions across all three of our solutions areas from approximately 900 to approximately 1,600. Our relationship with our top 25 clients averages over six years. Our clients are loyal and continue to rely on us for services and new solutions, as evidenced by the fact that clients comprising 95% of our fiscal 2013 revenue made repeat purchases during our 2014 to 2016 fiscal years. We have grown the number of clients that produced more than $100,000 of revenue from approximately 1,900 in fiscal 2014 to 2,150 in fiscal 2016.

9

Strong Domain Expertise

Our engineers develop custom solutions for clients within specific technologies and verticals and drive them across our national network. We have expertise in digital infrastructure, cloud and security solutions, and we have a deep understanding of the emerging trends, technologies and best practices. Our extensive experience with a broad set of technologies allows us to create differentiated and best-in-class solutions, which we expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients. Across our national platform, we develop insights into the specific IT challenges facing our clients, which provide us with a significant advantage in developing superior solutions and winning new clients. We are able to leverage this domain expertise within and across verticals and technologies. Our ability to replicate and scale our knowledge and practices greatly enhances our efficiency and the quality of our solutions. Through our proprietary iConnect internal intranet, Presidio engineering and sales teams are able to access prior work product including successful proposals, scopes of work, design and as-built drawings, configurations and technical training. By leveraging this knowledge base, our professionals are able to quickly and efficiently respond to new opportunities with validated technical details based on previous work for that client or another of a similar size or in a similar vertical.

Our Growth Strategies

Expand and Deepen Relationships with Existing Clients

We have a long history of expanding revenue from existing clients by selling additional solutions based on their evolving needs. Our sales force and consulting teams grew our revenue per existing client (exclusive of Netech) from $382,000 in our fiscal year ended June 30, 2014 to $459,000 in our fiscal year ended June 30, 2016 by expanding the breadth of technical solutions we provide and further penetrating our client base. We believe increasing complexity in the market, combined with our end-to-end IT solutions and our high-touch, lifecycle approach, position us for continued growth. This approach has resulted in strong client satisfaction and increasing client engagement that we believe will enable us to continue expanding our revenue per client as our clients leverage our expertise to adopt emerging technologies. As middle-market businesses embrace cloud capabilities and enhance digital security, we believe we are well positioned to capture increased spend from our existing client relationships.

Develop New Client Relationships

We believe the diverse and fragmented nature of the North American IT Services market provides us with a significant opportunity to further grow our client base. We have developed domain expertise managing complex technologies and vertical specific-challenges, which makes us a compelling choice for potential clients looking for an IT solutions partner. Our efforts to develop new client relationships are supported by our existing, referenceable client base. With our technological capabilities and proven record of success with clients, we are well positioned to acquire more clients as the need grows for consulting, deployment, integration and managed services. We also conduct highly coordinated marketing and sales activities using the strength of the Presidio brand to win new clients and penetrate highly localized markets. In these markets, we are well positioned against smaller, regional IT providers who lack the resources to invest in increasingly advanced IT solutions.

Develop and Offer New Services and Solutions

We focus on providing our clients with the highest quality, optimal solutions for their complex IT needs. We have developed innovative solutions for our clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. Digital Infrastructure, Cloud and Security are some of the fastest growing areas of IT spend and we are focused on developing and deploying new solutions to serve these markets. For example, we have a proprietary connected-vehicle solution, Presidio Managed Cloud and NGRM security offering that help solve complex IT problems associated with these trends. Through our national team of engineers, we maintain institutional knowledge and services capabilities that are adaptable, scalable and transferrable. We are constantly improving our offerings and developing new services and solutions for our clients, which we expect to drive incremental growth from existing and new clients.

10

Further Penetrate the North American Market

We have been expanding our geographic footprint in North America organically and inorganically and see new opportunities in several major regions. We take a deliberate and strategic approach to deciding which markets to pursue and consider a number of factors. Our expertise and solutions are scalable from region to region, so as we continue to expand we expect to take market share and create opportunities in new markets. For example, through organic investment in the Great Lakes region we generated a revenue CAGR of 36% from fiscal year 2012 to fiscal year 2016 in that region. Over that time period, we expanded our sales organization in key markets in Chicago, Indianapolis, Detroit, Cincinnati and Cleveland, and at the same time we made investments in engineering personnel to support our expanded activities in the region.

Pursue Strategic Acquisitions

We expect to continue to consider strategic acquisitions that can increase our technology expertise and geographic presence. We believe that our M&A strategy enhances and augments all of our growth avenues, including gaining capabilities, cross-selling to our existing clients and entering new markets and verticals. Since 2004, we have acquired and successfully integrated ten companies, capitalizing on our scale, client relationships and vendor partnerships to drive margin expansion post-acquisition. In 2015, we acquired Sequoia, a consulting, integration and services company headquartered in California, which provides us with improved cloud consulting and integration capabilities. Most recently, in 2016, we acquired Netech, an IT solutions provider headquartered in Michigan, which provides us with 11 offices to penetrate significant opportunities in the Midwestern United States. We have been successful at integrating our acquisitions and at retaining key management talent. These acquisitions are complementary with new office openings and the organic expansion of our presence in existing geographic markets. We expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing our solutions offerings and geographic presence.

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner⁸ and the Bureau of Economic Analysis, respectively.⁹

We are led by Chief Executive Officer Bob Cagnazzi, Chief Financial Officer Paul Fletcher, Chief Operating Officer Dave Hart and Chief Technology Officer Vinu Thomas. They are joined by a management team with an extensive track record of performance and execution, drawing on approximately 280 collective years of experience in the North American IT solutions markets. Our senior leadership team is backed by a deep bench of management and technology talent that we believe provides us with a pipeline of future leaders and innovators.

Under this team’s leadership, we have entered new geographies and adjacent technologies and achieved above-market growth. Presidio has grown into a national business with the scale and capability to serve a diverse set of end markets and technology challenges. We believe that the depth and extensive industry experience of our management team will serve to provide solid leadership for continued growth and profitability.

⁸  See Gartner notes (1) and (7) in the section titled “Market, Industry and Other Data.”

⁹  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

11

Acquisitions

We have a long and successful track record of growing and improving our business and retaining key personnel through strategic tuck-in acquisitions. Since 2004, we have made ten strategic acquisitions. We acquire assets to improve our technology expertise and expand our geographic footprint. Recent examples include:

• In 2016, we acquired Netech to expand our reach in the U.S. Midwest / Great Lakes region;

• In 2015, we acquired Sequoia to improve our highly specialized cloud professional services;

• In 2012, we acquired BlueWater Communications to expand our portfolio of advanced IT solutions and managed services; and

• In 2011, we acquired INX to broaden our portfolio of services and solutions and to significantly expand our footprint across the United States.

Through this experience we have created specific methodologies and processes related to the identification and integration of targets.

Risk Factors

Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our common stock. There are several risks related to our business and our ability to leverage our strengths that are described under “Risk Factors.” Among these important risks are the following:

• our reliance on key vendors and any potential termination of those relationships;

• the role of rapid innovation and the introduction of new products in our industry;

• our ability to compete effectively in a competitive industry;

• risks pertaining to our substantial level of indebtedness; and

• risks associated with investing in a controlled company.

Our Sponsor

AP VIII Aegis Holdings, L.P. (“Aegis LP”) is the beneficial owner of most of our common stock. See “Principal Stockholders.” AP VIII Aegis Holdings GP, LLC (“Aegis GP”) is the general partner of Aegis LP and Apollo Investment Fund VIII, L.P. (“Apollo VIII”), Apollo Overseas Partners VIII, L.P. (“Apollo Overseas VIII”), Apollo Overseas Partners (Delaware) VIII, L.P. (“Apollo Overseas Delaware”) and Apollo Overseas Partners (Delaware 892) VIII, L.P. (“Apollo Overseas Delaware 892”) (collectively, the “Equity Funds”) are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the non-member manager of Aegis GP. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of Apollo VIII and Apollo Management GP, LLC (“Apollo Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Apollo Management GP and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this paragraph is 9 West 57th Street, New York, New York 10019.

12

Founded in 1990, Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. As of December 31, 2016, Apollo had assets under management of approximately $192 billion in private equity, credit and real estate funds, invested across a core group of nine industries in which Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com. Information contained on Apollo’s website is not intended to form a part of or be incorporated by reference into this prospectus.

Additional Information

We were incorporated in Delaware on November 20, 2014 under the name Aegis Holdings, Inc. On September 15, 2016, we changed our name to Presidio, Inc. Our principal executive offices are located at One Penn Plaza, Suite 2832, New York, New York 10119 and our telephone number is (212) 652-5700. We also maintain a website at http://www.Presidio.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part and you should not rely on any such information in making your decision whether to purchase our common stock.

13

Ownership and Organizational Structure

The following diagram sets forth our ownership and organizational structure immediately following the completion of this Offering. See “Principal Stockholders” and “Capitalization.”

14

THE OFFERING

Common stock offered                  shares.

Underwriters’ option to purchase additional shares                 shares.

Common stock to be outstanding after this Offering                  shares (                shares if the underwriters exercise their option to purchase additional shares in full).

Listing We have applied to list our common stock on the NASDAQ under the symbol “PSDO.”

Use of proceeds  Assuming an initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our common stock will be $        million (or $        million if the underwriters exercise in full their option to purchase additional shares of common stock from us), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this Offering as follows:

(a) We intend to use approximately $        million of the net proceeds from this Offering to repurchase all of our outstanding Subordinated Notes, of which $111.8 million in aggregate principal amount are currently outstanding, at a purchase price of 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the date of such repurchase (the “Subordinated Notes Repurchase Price”). If the net proceeds from this Offering are not sufficient to repurchase all of our outstanding Subordinated Notes at such price, we will purchase a lesser aggregate principal amount of Subordinated Notes with the available net proceeds. The Subordinated Notes accrue interest at a rate equal to 10.25% per annum and will mature on February 15, 2023.

(b) We intend to use approximately $        million of the net proceeds from this Offering to redeem $97.5 million in aggregate principal amount of our Senior Notes at a redemption price of 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the date of such redemption. Net proceeds from this Offering will be applied first, to repurchase up to all of our Subordinated Notes, and second, to redeem up to $97.5 million in aggregate principal amount of our Senior Notes, as described above. If the net proceeds from this Offering are not sufficient to redeem $97.5 million in aggregate principal amount of our Senior Notes at such price after repurchasing all of our outstanding Subordinated Notes, as described above, we will redeem a lesser aggregate principal amount of Senior Notes with the available net proceeds. The Senior Notes accrue interest at a rate equal to 10.25% per annum and will mature on February 15, 2023.

(c) To the extent any net proceeds from this Offering remain after repurchasing all of our Subordinated Notes and redeeming $97.5 million in aggregate principal amount of our Senior Notes, we intend to use such remaining net proceeds for working capital or general corporate purposes,

15

including the repayment of amounts outstanding under our February 2015 Credit Agreement or our Receivables Securitization Facility (each as defined herein). Borrowings under the February 2015 Credit Agreement bear interest at a rate equal to either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans, plus a margin of 3.50% (or, after a qualifying initial public offering and subject to other conditions as described herein, 3.25%), or (b) a base rate plus 1.00%, in each case, plus a margin of 2.50%. Borrowings under the Receivables Securitization Facility bear interest based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. See “Description of Certain Indebtedness.”

Controlled company After the completion of this Offering, the Apollo Funds will continue to own a majority of the voting power of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NASDAQ. See “Principal Stockholders.”

Dividends We currently expect to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not currently anticipate paying dividends on our common stock following this Offering. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants in our debt agreements and will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Dividend Policy.”

Risk factors You should carefully read and consider the information set forth under “Risk Factors,” beginning on page 24 of this prospectus, and all the other information set forth in this prospectus before investing in our stock.

Conflicts of interest The Apollo Funds own in excess of 10% of our issued and outstanding ordinary shares. An alternative investment vehicle formed by the limited partners of the Apollo Funds owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG and, therefore, will receive in excess of 5% of the net proceeds of this Offering. Because the Apollo Funds are affiliated with Apollo Global Securities, LLC, an underwriter on this Offering, Apollo Global Securities, LLC is deemed to have a “conflict of interest” under Rule 5121 (“Rule 5121”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this Offering will be conducted in accordance with Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this Offering as the members primarily responsible for managing the public offering do not have conflict of interest, are not affiliates of any member that has conflict of interest and meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. See “Underwriting (Conflicts of Interest).”

16

Unless otherwise noted, references in this prospectus to the number of shares outstanding exclude:

•             shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2016 at a weighted average exercise price of $         per share; and

•             shares of common stock reserved for issuance under our share-based compensation plans.

Unless otherwise indicated, the information contained in this prospectus assumes:

• no exercise of the underwriters’ option to purchase                 additional shares;

• an initial public offering price of $            , which is the midpoint of the price range set forth on the cover page of this prospectus;

• the filing of our amended and restated certificate of incorporation (the “Amended Certificate”), and the adoption of our amended and restated bylaws (the “Amended Bylaws”), each of which will become effective prior to the consummation of this Offering; and

• the completion of a         -for-         split of our common stock, which was effected prior to the consummation of this Offering on                 , 2017 (the “Stock Split”). As a result of the Stock Split, the                  shares of our common stock then outstanding were converted into                  shares of our common stock.

17

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following tables present our summary historical and pro forma financial data for the periods presented. The summary historical consolidated statements of operations for the six months ended December 31, 2016 and 2015 and the summary historical consolidated balance sheet information as of December 31, 2016 have been derived from our unaudited interim consolidated financial statements, included elsewhere in this prospectus. The summary historical statements of operations for the fiscal year ended June 30, 2016, the Successor period from November 20, 2014 to June 30, 2015, the Predecessor period from July 1, 2014 to February 1, 2015 and the fiscal year ended June 30, 2014 and the summary historical balance sheet information as of June 30, 2016 and 2015 have been derived from our audited historical consolidated financial statements, included elsewhere in this prospectus.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, consist only of normal and recurring adjustments necessary for a fair presentation of the information set forth herein.

The summary pro forma condensed consolidated statement of operations for the six months ended December 31, 2016 and the summary pro forma condensed consolidated balance sheet information as of December 31, 2016 have been derived from our unaudited condensed consolidated financial statements, included elsewhere in this prospectus and have been adjusted to reflect the completion of this Offering, and the resulting capital structure upon consummation of this Offering, including the issuance of common stock and the use of proceeds therefrom, as described under “Use of Proceeds” to the extent they have not been fully reflected in the historical consolidated financial statements. The summary pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 has been derived from our condensed consolidated financial statements, included elsewhere in this prospectus and has been adjusted to reflect the completion of this Offering, and the resulting capital structure upon consummation of this Offering, including the issuance of common stock and the use of proceeds therefrom, as described under “Use of Proceeds,” to the extent they have not been fully reflected in the historical consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet gives effect to transactions as if they had occurred on December 31, 2016. The unaudited pro forma condensed consolidated statement of operations for the six months ended December 31, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015.

The unaudited pro forma condensed consolidated financial information set forth below is based upon available information and assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations.

On February 2, 2015, the Apollo Funds completed the Presidio Acquisition. Under the terms of the Presidio Acquisition, Presidio Holdings Inc. (the Predecessor) became a wholly owned subsidiary of Presidio, Inc. (the Successor). As a result of the Presidio Acquisition, the financial information for all periods ending on or after February 2, 2015 represent the financial information of the Successor. Periods ending prior to February 2, 2015 represent the financial information of the Predecessor. From November 20, 2014 (its date of inception) to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

18

The following financial information should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year.

	Predecessor						Successor												Pro Forma
(in millions, except share and per share data)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016			Fiscal year ended June 30, 2016		Six months ended December 31, 2016
Statement of operations data:
Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6		$	1,459.5		$		$
Gross margin	$	454.0		$	289.3		$	197.0		$	540.6		$	269.8		$	291.5		$		$
Operating income	$	91.5		$	26.8		$	10.6		$	98.9		$	66.2		$	57.8		$		$
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0		$		$
Earnings (loss) per share:
Basic	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.30		$	0.25		$		$
Diluted	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.29		$	0.24		$		$
Weighted average shares used to compute earnings (loss) per share:
Basic		561,829,775			561,886,602			35,005,269			35,558,981			35,264,021			35,967,493
Diluted		572,656,299			561,886,602			35,005,269			35,558,981			36,052,159			37,312,195
Balance sheet data (at end of period):
Cash and cash equivalents	$	8.5					$	88.3		$	33.0					$	45.5
Total assets		1,545.0						2,444.4			2,623.1						2,675.8
Total long-term debt		618.7						933.7			1,038.0						1,008.1
Total liabilities		1,448.5						2,108.6			2,276.2						2,318.8
Total stockholders’ equity		96.5						335.8			346.9						357.0
Cash dividends declared per common share	$	0.46					$	—		$	—					$	—
Other financial data:
Adjusted Revenue (1)	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0		$		$
Adjusted EBITDA (2)	$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9		$		$
Adjusted EBITDA margin (2)(3)		7.8	%		8.8	%		7.3	%		7.9	%		8.7	%		7.7	%		%		%
Adjusted Net Income (4)	$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9		$		$
Adjusted Net Income per share:
Basic	$	0.15		$	0.10		$	0.38		$	2.28		$	1.36		$	1.30		$		$
Diluted	$	0.14		$	0.10		$	0.38		$	2.23		$	1.33		$	1.26		$		$
Weighted average shares used to compute Adjusted Net Income per share: (5)
Basic		561,829,775			561,886,602			35,005,269			35,558,981			35,264,021			35,967,493
Diluted		572,656,299			593,353,683			35,655,707			36,415,101			36,052,159			37,312,195

(1) We define Adjusted Revenue as revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions. The following table presents a reconciliation of Adjusted Revenue from Revenue.

19

	Predecessor						Successor											Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016		Fiscal year ended June 30, 2016	Six months ended December 31, 2016
Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6		$	1,459.5	$	$
Adjustments:
Revenue from disposed business (a)		(116.1	)		(69.4	)		(46.0	)		(32.8	)		(32.8	)		—
Purchase accounting adjustments (b)		—			—			1.3			1.6			1.1			0.5
Total adjustments		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(31.7	)		0.5
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0	$	$

(a) “Revenue from disposed business” represents the removal of the historical revenue of Atlantix prior to the sale of the business.

(b) “Purchase accounting adjustments” includes the noncash reduction to revenue associated with deferred revenue step down fair value adjustments in connection with purchase accounting.

(2) We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. The following table presents a reconciliation of Adjusted EBITDA from Net income (loss).

	Predecessor						Successor											Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016		Fiscal year ended June 30, 2016	Six months ended December 31, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0	$	$
Total depreciation and amortization (a)		50.6			24.9			32.1			81.7			38.0			43.6
Interest and other (income) expense		34.6			28.7			47.5			98.5			46.5			42.5
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8			9.2			6.3
EBITDA		142.1			51.7			42.7			180.6			104.2			101.4
Adjustments:
Share-based compensation expense		5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (b)		—			—			4.9			3.9			2.2			0.6
Transaction costs (c)		14.8			42.6			21.3			20.6			8.9			6.0
Other costs (d)		13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (e)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Total adjustments		24.9			64.5			25.9			30.5			12.4			11.5
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9	$	$

(a) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(b) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

20

(c) “Transaction costs” (1) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (2) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (3) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (4) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (5) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (6) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(d) “Other costs” (1) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (2) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (3) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (4) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (5) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (6) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(e) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(3) Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to Adjusted Revenue.

21

(4) We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. The following table presents a reconciliation of Adjusted Net Income from Net income (loss).

	Predecessor						Successor												Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016			Fiscal year ended June 30, 2016	Six months ended December 31, 2016
Adjusted Net Income reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0		$	$
Adjustments:
Amortization of intangible assets		38.3			18.3			26.4			67.2			31.4			36.8
Amortization of debt issuance costs		4.4			2.4			2.7			7.6			3.5			3.4
Loss on disposal of business		—			—			—			6.8			6.8			—
Loss on extinguishment of debt		2.7			7.5			0.7			9.7			0.1			0.8
Share-based compensation expense		5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (a)		—			—			4.9			3.9			2.2			0.6
Transaction costs (b)		14.8			42.6			21.3			20.6			8.9			6.0
Other costs (c)		13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (d)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Income tax impact of adjustments (e)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(16.8	)		(14.6	)
Total adjustments		49.2			63.7			37.7			84.6			37.4			37.9
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9		$	$

(a) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(b) “Transaction costs” (1) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (2) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (3) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-

22

related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (4) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (5) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (6) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(c) “Other costs” (1) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (2) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (3) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (4) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (5) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (6) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(d) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(e) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

(5) For purposes of this table, weighted average shares has not been adjusted to reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the per share data in this table to reflect the Stock Split.

23

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose part or all of your original investment.

Risks Related to Our Business

General economic conditions could adversely impact technology spending by our clients and put downward pressure on prices, which could adversely impact our business, financial condition or results of operations.

Weak economic conditions generally, sustained uncertainty about global economic conditions, U.S. federal or other government spending cuts or a tightening of credit markets could cause our clients and potential clients to postpone or reduce spending on technology solutions, products or services. If our industry becomes more price-sensitive, these conditions could also result in customers demanding lower prices for our solutions. Any downward pressure on prices could affect our sales growth and profitability, which could adversely impact our business, financial condition or results of operations.

Changes and innovation in the information technology industry may result in reduced demand for our information technology solutions.

Our results of operations are influenced by a variety of factors, including the condition of the information technology industry and shifts in demand for, or availability of, information technology solutions. The information technology industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current solutions or render them obsolete. In addition, demand for the solutions we sell to our customers could decrease if we are unable to adapt in areas like cloud technology, IaaS, SaaS, PaaS, SDN or other emerging technologies. Cloud offerings may influence our customers to move workloads to cloud providers, which may reduce the procurement of products and solutions from us. Changes in the information technology industry may also negatively impact the demand for our solutions, which could adversely impact our business, financial condition or results of operations.

Our financial performance could be adversely impacted if our federal, state and local government clients decrease their spending on technology products.

We provide IT services to various government agencies, including federal, state and local government entities. For the fiscal year ended June 30, 2016, 11% of our revenue came from sales to state and local governments and 6% of our revenue was derived from sales to the federal government. These sales may be impacted by government spending policies, budget priorities and revenue levels.

While our sales to public sector clients are diversified across various agencies and departments, an across-the-board change in government spending policies, including budget cuts at the federal level, could result in our public sector clients reducing their purchases and terminating their service contracts, which could adversely impact our business, financial condition or results of operations.

Our solutions business depends on our vendor partner relationships and the availability of their products.

Our solutions depend on the resale of products that we purchase from vendor partners, which include OEMs, software publishers and wholesale distributors. Under our agreements with our vendor partners, we are authorized to sell all or some of their products in connection with our end-to-end solutions, such as pre- and post-sales network design, configuration, troubleshooting and the support and sale of complementary products and services. Our

24

authorization with each vendor partner has specific terms and conditions with respect to product return privileges, purchase discounts and vendor partner programs and financing programs. These include purchase rebates, sales volume rebates, purchasing incentives and cooperative advertising reimbursements. However, we do not have any long-term contracts with our vendor partners and our agreements with key vendors may be terminable upon notice by any party. As such, from time to time, vendor partners may limit or terminate our right to sell some or all of their products, or change the terms and conditions under which we obtain their products for integration into our solutions.

We also receive payments and credits from vendors, including consideration under volume incentive programs, shared marketing expense programs and early pay discounts. Our vendor partners may decide to terminate or reduce the benefits under their incentive programs, or change the conditions under which we may obtain such benefits. Any sizable reduction, termination or significant delay in receiving benefits under these programs could adversely impact our business, financial condition or results of operations. If we are unable to timely react to any changes in our vendors’ programs, such as the elimination of funding for some of the activities for which we have been compensated in the past, such changes could adversely impact our business, financial condition or results of operations.

While we purchase from a diverse vendor base, we have significant supplier relationships with our vendor partners Cisco Systems, Inc. (“Cisco”) and EMC Corporation (“EMC”). For the fiscal year ended June 30, 2016, Cisco provided products that made up 67% of our purchases from all manufacturers, while EMC provided products that constituted 10% of our purchases from all manufacturers. Other significant vendor partners are VMware, Inc. and VCE Company, LLC, which provided hardware products that generated 2% and 1%, respectively, of our purchases from all manufacturers in the fiscal year ended June 30, 2016. Our portfolio has been heavily concentrated in Cisco products. Though we do not maintain a long-term contractual arrangement with Cisco, historically Cisco has held a leading position in the IT infrastructure market. The loss of, change in business relationship with or change in the behavior, including the timing of fulfillment, of Cisco, any of the other vendors named in this prospectus or any other key vendor partners, or the diminished availability of their products, may impact the timing of our sales or could reduce the supply and increase the cost of the products we sell, eroding our competitive position.

Our Systems Integrator Agreement with Cisco (the “Systems Integrator Agreement”) sets forth the terms and conditions for our purchase and licensing of various products and services from Cisco, serving as the master agreement for all material business transactions with Cisco. The Systems Integrator Agreement sets forth our obligations to maintain certain quality standards in the services we provide our customers and training standards for certain of our personnel in Cisco products, including incentives for our company to maintain high levels of certification in Cisco expertise, which is measured periodically. The Systems Integrator Agreement had an original term of one year and has been regularly extended since its effective date on May 14, 2002, including on February 7, 2017 for a period of thirty days. The Agreement may be terminated by either party without reason by providing the other party with forty-five days’ written notice prior to termination, or by Cisco upon twenty days’ written notice if there are certain changes in control of our Company.

Given the significance of our vendor partners to our business model, any geographic relocation of key distributors used in our purchasing model could increase our cost of working capital, which would have a negative impact on our business, financial condition or results of operations. Similarly, the sale, spin-off or combination of any of our vendor partners and/or of certain of their business units, including a sale or combination with a vendor with whom we do not have an existing relationship, could adversely impact our business, financial condition or results of operations.

Our solutions depend on the innovation and adaptability of our vendor partners, as well as our ability to partner with emerging technology providers.

The technology industry has experienced rapid innovation and the introduction of new hardware, software and services offerings, such as cloud-based solutions. We have been and will expect to continue to be dependent on innovations in hardware, software and services offerings, as well as the acceptance of these

25

products by clients. If we are unable to keep up with changes in technology and new offerings—for example, by providing the appropriate training to our account managers, technology sales specialists and engineers—it could adversely impact our business, financial condition or results of operations.

Because our solutions involve the resale of vendor products, our business depends on the ability of our vendor suppliers to develop and provide competitive hardware, software and other products. If our vendor partners cannot compete effectively against vendors with whom we do not have a supply relationship, our business, financial condition or results of operations could be adversely impacted. Further, we depend on developing and maintaining relationships with new vendors who can provide products and services in emerging areas of technology, such as cloud, security, mobility, data analytics, software-defined networking and the IoT. To the extent that we cannot develop or maintain relationships with vendors who provide desirable hardware, software and other services, it could adversely impact our business, financial condition or results of operations.

Substantial competition could reduce our market share and significantly harm our financial performance.

Our current competition includes large system integrators and resellers, such as Accenture, Dimension Data and Computer Sciences Corporation; large value-added resellers, such as CDW Corporation and ePlus; local providers in the four regional markets in which we operate (North, South, Tri-State and West); manufacturers who sell directly to end users, such as Dell, Hewlett-Packard and Apple; cloud providers, such as AT&T, Amazon Web Services and Box; and boutique solutions providers, such as Optiv, Cognizant Infrastructure Services and Equinix. Strong performance by these competitors, the increasing number of services providers in the market and rapid innovation in our industry could erode our market share and adversely impact our business, financial condition or results of operations.

We expect our competitive landscape to continue to change as new technologies are developed, resulting in increasingly short technology refresh cycles. Innovation could disrupt our business model and create new and stronger competitors. Some of our hardware and software vendor partners sell and could intensify their efforts to sell their products directly to our clients. For example, ERP systems vendors and other major software vendors increasingly sell their procurement and asset management products along with their application suites. Because of their significant installed client base, these ERP vendors may have the opportunity to offer additional products to existing clients. Further, traditional OEMs have increased their services capabilities through mergers and acquisitions with services providers, which could potentially increase competition in the market to provide clients with comprehensive technology solutions. Any of these trends could adversely impact our business, financial condition or results of operations.

Some solutions providers in our industry compete on the basis of price. To the extent that we face increased competition to gain or retain clients, we may be required to reduce prices, increase advertising expenditures or take other actions that could impact our cash flows. If we are forced to reduce prices and in doing so we are unable to attract new clients or sell increased quantities of products, our sales growth and profitably could be negatively affected, which could adversely impact our business, financial condition or results of operations.

Our earnings could be affected if we lose several larger clients.

Generally, our contracts with our clients are nonexclusive agreements that are terminable upon either party’s discretion with 30 days’ notice. Only certain of our client agreements require longer periods of notice (60 days’ to 90 days’ notice). As of June 30, 2016, we have approximately 7,000 middle-market, large and government clients across a diverse range of industries. In our fiscal year ended June 30, 2016, 19% of our revenue was attributable to our top 25 clients (measured by revenue generated by client). Further, we do not have guaranteed purchasing volume commitments from our clients. As a result, the loss of several of our larger clients, the failure of such clients to pay amounts due to us or a material reduction in purchases made by such clients could adversely impact our business, financial condition or results of operations.

26

The success of our business depends on the continuing development, maintenance and operation of our information technology systems.

Our success is dependent on the accuracy, proper use and continuing development of our information technology systems, including our business systems and our operational platforms. Our ability to effectively use the information generated by our information technology systems, as well as our success in implementing new systems and upgrades, affects our ability to:

• conduct business with our clients, including delivering services and solutions;

• manage our inventory and accounts receivable;

• purchase, sell, ship and invoice our products and services efficiently and on a timely basis; and

• maintain our cost-efficient operating model while expanding our business in revenue and in scale.

Disruption or breaches of security to our information technology systems and the misappropriation of our clients’ data could adversely impact our business.

Our information technology systems are vulnerable to disruption by forces outside our control. We have taken steps to protect our information technology systems from a variety of internal and external threats, including computer viruses, malware, phishing, social engineering, unauthorized access and other malicious attacks, but there can be no guarantee that these steps will be effective. Any disruption to or infiltration of our information technology systems could adversely impact our business, financial condition or results of operations. In addition, in order to ensure customer confidence in our solutions and services, we may choose to remediate actual or perceived security concerns by implementing further security measures which could require us to expend significant resources.

Further, our business may involve the storage and transmission of proprietary, sensitive or confidential information. In addition, we operate data centers and other information technology for our clients, which host our clients’ technology infrastructure and may store and transmit business-critical and confidential data. We have privacy and data security policies in place that are designed to prevent security breaches and confidentiality and data security provisions are standard in our client contracts. However, as newer technologies evolve, our security practices and products may be sabotaged or circumvented by third parties, such as hackers, which could result in disruptions to our clients’ businesses, unauthorized procurement and the disclosure of sensitive corporate information or private personal information. Such breaches in security could damage our reputation and our business; they could also expose us to legal claims, proceedings and liability and to regulatory penalties under laws that protect the privacy of personal information, which could adversely impact our business, financial condition or results of operations.

Our investments in new services and technologies may not be successful.

We have recently begun and continue to invest in new services and technologies, including cloud, security, mobility, data analytics, software-defined networking and IoT. The complexity of these solutions, our learning curve in developing and supporting them and significant competition in the markets for these solutions could make it difficult for us to market and implement these solutions successfully. There is further risk that we will be unable to protect and enforce our rights to use such intellectual property. Additionally, there is a risk that our clients may not adopt these solutions widely, which would prevent us from realizing expected returns on these investments. Even if these solutions are successful in the market, these solutions still rely on third-party hardware and software and our ability to meet stringent service levels; if we are unable to deploy these solutions successfully or profitably, it would adversely impact our business, financial condition or results of operations.

27

If we infringe on the intellectual property rights of third parties, we may be subject to costly disputes or indemnification obligations that could adversely impact our business, financial condition or results of operations.

We cannot assure you that our activities will not infringe on patents, trademarks or other intellectual property rights owned by others. If we are required to defend ourselves against intellectual property rights claims, we may spend significant time and effort and incur significant litigation costs, regardless of whether such claims have merit. If we are found to have infringed on the patents, trademarks or other intellectual property rights of others, we may also be subject to substantial claims for damages or a requirement to cease the use of such disputed intellectual property, which could have an adverse effect on our operations. Such litigation or claims and the consequences that could follow could distract our management from the ordinary operation of our business and could increase our costs of doing business, resulting in a negative impact on our business, financial condition or results of operations.

Furthermore, third parties may assert infringement claims against our clients for infringement by our products on the intellectual property rights of such third parties. These claims may require us to initiate or defend protracted and costly litigation on behalf of our clients, regardless of the merits of these claims. We also generally extend the indemnification granted by our OEMs to our clients for any such infringement. If any of these claims succeed, we may be forced to pay damages on behalf of our clients or may be required to obtain licenses for the products they use, even though our OEMs may in turn be liable for any such damages. Any infringement on the intellectual property rights of third parties could adversely impact our business, financial condition or results of operations.

Our engagements with our clients are based on estimated pricing terms. If our estimates are incorrect, these terms could become unprofitable.

Some of our client contracts for professional services are fixed-price contracts to which we commit before we provide services to these clients. In pricing such fixed-price client contracts, we are required to make estimates and assumptions at the time we enter into these contracts that could differ from actual results. As a result, the profit that is anticipated at a contract’s inception may not be guaranteed. Our estimates reflect our best judgments about the nature of the engagement and our expected costs in providing the contracted services. However, any increased or unexpected costs, or any unanticipated delays in connection with our performance of these engagements—including delays caused by our third-party providers or by factors outside our control—could make these contracts less profitable or unprofitable and could have an adverse impact on our business, financial condition or results of operations.

Failure to comply with the terms of our contracts with our public sector clients, or with applicable laws and regulations, could result in the termination of our contracts, fines or liabilities. Further, changes in government procurement regulations could adversely impact our business.

We provide information technology services to various government agencies, including federal, state and local government entities, as well as international and intergovernmental agencies. Sales to such public sector clients are highly regulated. Any noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations—including, but not limited to, the False Claims Act and the Foreign Corrupt Practices Act—could result in civil, criminal and administrative liability, such as substantial monetary fines or damages, the termination of government contracts or other public sector client contracts and suspension, debarment or ineligibility from doing business with the government and with other clients in the public sector.

Our contracts with our public sector clients are terminable at any time at the convenience of the contracting agency or group purchasing organization (“GPO”). As such, our relationships with public sector clients are susceptible to government budget, procurement and other policies. Our inability to enter into or retain

28

contracts with GPOs could threaten our ability to sell to current and potential clients in those GPOs. Further, the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, which could have a negative effect on our business, financial condition or results of operations.

We also provide services to certain government agencies that require us to have and maintain security clearance at an appropriate level. If an acquisition or any other action we take causes us to lose our security clearance status, or results in our having a lower level of security clearance, we could lose the business of such clients, which could adversely impact our business, financial condition or results of operations.

We rely on third-party companies to perform certain of our obligations to clients, which could impact our business if not performed.

We deliver and manage mission-critical software, systems and network solutions for our clients. We also offer certain services, such as implementation, installation and deployment services, to our clients through various third-party providers who are engaged to perform these services on our behalf. We are also required, as a component of some of our contracts with our OEM partners, to utilize their engineers as part of our solutions. For the fiscal year ended June 30, 2016, 5% of our revenue was attributable to these third-party services. Further, to provide services to our clients outside of the United States, we rely heavily on an international network of preferred sales partners that are generally vetted by our OEM vendor partners. If we or our third-party services providers fail to provide high-quality services to our clients, or if such services result in a disruption of our clients’ businesses, we could be subject to legal claims, proceedings and liability.

As we expand our services and solutions business, we may be exposed to additional operational, regulatory and other risks. For example, we could incur liability for failure to comply with the rules and regulations applicable to the new services and solutions we provide to our clients. Such issues could adversely affect our reputation with our clients, tarnish our brand or render us unable to compete for new work and could adversely impact our business, financial condition or results of operations.

We rely on third-party commercial delivery services to provide products and services to our clients, which if not performed could lead to significant disruption to our business.

We also depend heavily on commercial delivery services to provide products and services to our clients. For example, we generally ship hardware products to our clients by FedEx, United Parcel Service and other commercial delivery services and invoice clients for delivery charges. However, our inability to pass future increases in the cost of commercial delivery services to our clients could decrease our profitability. Additionally, strikes, inclement weather, natural disasters or other service interruptions by such shippers could affect our ability to deliver products to our clients in a timely manner and could adversely impact our business, financial condition or results of operations.

Our business depends on our ability to attract and retain talented personnel.

Our success depends on our ability to attract, develop, engage and retain key personnel to manage and grow our business, including our key executive, management, sales, services and technical employees.

For example, as we seek to expand our offerings of value-added services and solutions, our success depends on attracting and retaining highly skilled technology specialists and engineers, for whom the market is extremely competitive. Increasingly, our competitors are requiring their employees to sign Non-Compete and Non-Solicitation agreements as part of their employment, making it more difficult for us to hire talented individuals with experience in our industry. We do not carry any “key man insurance”—that is, an insurance policy that would cover any financial loss that would arise from the death or incapacity of an important member of our business. Our failure to recruit and retain mission-critical employees could adversely impact our business, financial condition or results of operations.

29

International trade laws and Anti-Corruption regulations and policies may adversely impact our ability to generate revenue from sales outside of the United States.

A small portion of our revenue is derived from our sales outside of the United States, mostly from the non-U.S. activities of our clients based in the United States. Specifically, non-U.S. sales represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, respectively. We are exposed to risk under international trade laws because of our sales derived from countries associated with higher risks of corruption and our use of third-party preferred agents to provide services to our clients outside of the United States. We have implemented a global anti-corruption policy that addresses U.S. laws and regulations governing Anti-Corruption and Anti-Bribery. However, our failure to implement guidance and procedures for specific situations as they arise, as well as inadequate training of our employees on these issues, could result in our inability to comply with international trade laws and regulations.

We also export hardware and software that are subject to certain trade-related U.S. laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) and various economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control. Exports and re-exports of such hardware and software to certain countries in which we conduct business may require regulatory licensing or other authorization. Our failure to implement compliance policies and procedures, including those relating to product classification, licensing, and screening, or to adequately train our personnel to understand and comply with applicable regulations, could result in export or sanctions violations, which could have an adverse impact on our business, financial condition or results of operations.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum was advisory and the terms of any withdrawal are subject to a negotiation period that could last years after the government of the United Kingdom formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse impact on our business, financial condition and results of operations.

Interruption of the flow of hardware products from suppliers could disrupt our supply chain.

We rely on hardware products that our vendor partners manufacture or purchase outside of the United States, primarily in Asia. Political, social or economic instability in Asia, or in other regions in which our vendor partners purchase or manufacture the products that we resell, could cause disruptions in trade, which would affect our supply chain. Other events that could disrupt our supply chain include:

• the imposition of additional trade law provisions or regulations;

• the imposition of additional duties, tariffs and other charges on imports and exports;

• foreign currency fluctuations;

• natural disasters affecting any of our suppliers’ facilities;

30

• restrictions on the transfer of funds;

• dependence on an international supply chain;

• the financial instability or bankruptcy of manufacturers; and

• significant labor disputes, such as strikes.

We cannot predict whether the countries in which our products are purchased or manufactured, or may be purchased or manufactured in the future, will be subject to new or additional trade restrictions or sanctions imposed by the U.S. or other governments. Trade restrictions—including new or increased tariffs, quotas, embargoes, sanctions, safeguards and customs restrictions—against the products we sell, as well as foreign labor strikes, work stoppages or boycotts, could increase the cost or reduce the supply of the product available to us.

We could experience, and have experienced in the past, periodic product shortages from our vendor partners if they fail to adequately project demand for certain products. Because we do not maintain hardware inventory that is not supported by executed client orders, except for insignificant spares, we depend on our vendor partners’ continued supply so we can fulfill our clients’ orders on a timely basis. A substantial disruption to our supply chain could adversely impact our business, financial condition or results of operations.

We are exposed to accounts receivables and inventory risks.

We extend credit to our clients for a significant portion of our revenue, typically on 30-day payment terms. As a result, we are subject to the risk that our clients will not pay for the products they have purchased or that they will pay at a slower rate than we have historically experienced. This risk is particularly pronounced during periods of economic downturn or uncertainty or, in the case of our public sector clients, due to governmental budget constraints. Though we devote resources to collections operations and have a low write off rate, any failure or delay by our clients in paying for the products they have purchased could adversely impact our business, financial condition or results of operations.

Any of our clients may experience a downturn in its business that may weaken its business, financial condition or results of operations. As a result, a client may fail to make payments when due, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, or the failure of any client to make payments when due, could result in losses. A client bankruptcy would delay or preclude full collection of amounts owed to us.

In certain cases, we are able to return unused equipment to our vendors. We primarily acquire inventory once we have an agreement executed with a client and with the exception of an immaterial level of spare parts inventory, we do not generally maintain inventory that is not already designated for sale. However, we may be exposed to the risk that our inventory cannot be returned to the vendor in situations where a client cancels an executed order.

We seek to minimize our inventory exposure through a variety of inventory management procedures and policies, including buying limits and restrictions on inventory purchase authority. However, if we were unable to successfully maintain our inventory management procedures and policies, or if there are unforeseen product developments that result in the more rapid obsolescence of our inventory, our inventory risks could increase, which could adversely impact our business, financial condition or results of operations.

We may not be able to realize our entire investment in the equipment we lease.

We are a lessor of technology equipment and the realization of equipment values (residual values) during the life and predominantly at the end of the term of a lease is an important element in our leasing business. At the inception of each lease, we record a residual value for the leased equipment based on our estimate of the value of the equipment at the expected disposition date.

31

If the market value of leased equipment decreases at a faster rate than we projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment or other factors, this would adversely affect the recoverability of the estimated residual values of such equipment. Further, certain equipment residual values are dependent on the vendor’s warranties, reputation and other factors, including market liquidity. We also may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment, which failure to realize such values could adversely impact our business, financial condition or results of operations.

We may not realize the full amount of our backlog, which could have a material adverse impact on our business, financial condition or results of operations.

As of December 31, 2016, our backlog orders believed to be firm was approximately $517 million, compared to approximately $410 million as of December 31, 2015. There can be no assurance that our backlog will result in actual revenue in any particular period, or at all, or that any contract included in our backlog will be profitable. This is because the actual realization and timing of any of this revenue is subject to various contingencies, many of which are beyond our control. The actual realization of revenue on engagements included in backlog may never occur or may change because an order could be reduced, modified or terminated early. Several of our orders involve the delivery of services that can be up to five years in duration and may be subject to delays in performance that are beyond our control. Our failure to realize the full amount of our backlog could adversely impact our business, financial condition or results of operations.

Our acquisitions may not achieve expectations, which could affect our profitability.

We have acquired and may acquire, companies and operations that extend or complement our existing business. These transactions involve numerous business risks, including finding suitable transaction partners, the diversion of management’s attention from other business concerns, extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets, the potential loss of key employees or business relationships and the integration of acquired businesses, any of which could adversely impact our business, financial condition or results of operations.

Furthermore, failure to successfully integrate acquired operations may adversely affect our cost structure, reducing our gross margins and return on investment. In addition, we may acquire entities with unknown liabilities. Should an unknown liability emerge following an acquisition, it could adversely impact our business, financial condition or results of operations.

As with most acquisitions in our industry, we paid a premium to book value in our prior acquisitions and the portion of the purchase price paid in excess of the book value of the assets acquired has been recorded on our books as goodwill or intangible assets. We may be required to account for similar premiums paid on future acquisitions in the same manner. Under existing GAAP, goodwill is not amortized and is carried on our books at its original value, subject to annual review and evaluation for impairment, whereas finite-lived intangible assets are amortized over the life of the asset. If market and economic conditions (including business valuation levels and trends) deteriorate, we may have to record impairment charges to the extent the carrying value of our goodwill exceeds the fair value of our overall business. Additionally, if existing GAAP were modified to require amortization, such impairment charges or amortization expense could adversely affect our net earnings during the period in which the charge or expense is recorded. As of December 31, 2016, we had goodwill and other intangible assets related to our prior acquisitions of $1,570.2 million. Any failure to successfully integrate our acquisitions or a change to existing GAAP goodwill and intangible asset accounting policies could adversely impact our business, financial condition or results of operations.

32

Our operating results could fluctuate significantly in the future because of industry factors and other factors outside of our control.

Our operating results are dependent on a variety of industry factors, including the condition of the technology industry in general, shifts in demand and pricing for hardware, software and services and the introduction of new products or upgrades.

Our operating results are also dependent on our level of gross profit as a percentage of revenue. Our gross profit percentage fluctuates due to numerous factors, some of which may be outside of our control. These include general macroeconomic conditions; pricing pressures; changes in product costs from our vendor partners; the availability of price protection, purchase discounts and incentive programs from our vendor partners; changes in product, order size and client mix; the risk that certain items in our inventory become obsolete; increases in delivery costs that we cannot pass on to clients; and general market and competitive conditions.

Our results may be affected by slight variances as a result of seasonality we may experience across our business. This seasonality is typically driven by budget cycles and spending patterns across our diverse client base. For example, our local, state and federal government clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins October 1. Our private sector clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins January 1. It is not uncommon to experience a higher level of contract awards, funding actions and overall government and private demand for services in the final months and weeks of the government and private fiscal years, respectively. Consequently, our revenue in the first and second quarters of our fiscal year may be greater than the revenue recognized in the third and fourth quarters of our fiscal year.

Furthermore, due to general economic conditions, we may not only experience difficulty in collecting our receivables on a timely basis but also may experience a loss due to a client’s inability to pay. In addition, certain economic factors may impact the valuation of certain investments we may make in other businesses.

As a result of these and other factors, quarterly period-to-period comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.

In addition, our cost structure is based in part on anticipated sales and gross margins. Therefore, we may not be able to adjust our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall. Any such inability could adversely impact our business, financial condition or results of operations.

We are exposed to risks from legal proceedings and audits.

We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, employment, tort and other litigation.

We are also subject to intellectual property infringement claims in the ordinary course of our business, which come in the form of cease-and-desist letters, licensing inquiries, lawsuits and other demands. These claims may arise either from the products and services we sell or the business systems and products we use to sell the products and services. In our industry, such claims have become more frequent with the increasing complexity of technological products. In fact, many of these assertions are brought by Non-Practicing entities, whose principal business model is to secure patent licensing revenue.

Because of our significant sales to public sector clients, we are also subject to audits by federal, state and local authorities. From time to time, we receive subpoenas and other requests for information from various government authorities. We may also be subject to audits by various vendor partners and large clients, including government agencies, pursuant to certain purchase and sale agreements. Further, we may be required to indemnify our vendor partners and our clients from claims brought by third parties under certain agreements. See “Business—Governmental, Legal and Regulatory Matters.”

33

Current and future litigation, infringement claims, governmental proceedings, audits or indemnification claims may result in substantial costs and expenses and regardless of the outcome, significantly divert the attention of our management, which could adversely impact our business, financial condition or results of operations.

Changes in accounting rules could adversely affect our future financial results.

We prepare our financial statements in conformity with GAAP. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the SEC, the American Institute of Certified Public Accountants and various other bodies formed to interpret and create appropriate accounting policies. Products and services and the manner in which they are bundled, are technologically complex and the characterization of these products and services require judgment to apply revenue recognition policies. Any mischaracterization of these products and services could result in misapplication of revenue recognition policies. Future periodic assessments required by current or new accounting standards may result in noncash changes and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence our clients’ decision to purchase from us or to finance transactions with us, which could adversely impact our business, financial condition or results of operations.

Increased costs of labor and employee health and welfare benefits may adversely impact our results of operations.

Given our large number of employees, labor-related costs represent a significant portion of our expenses. Salaries, wages, benefits, commissions and other labor compensation costs (not including bonus and payroll tax) for our full-time employees amounted to $380 million, which represented approximately 73% of our selling, general and administrative expenses and approximately 6% of our cost of sales for the fiscal year ended June 30, 2016. An increase in labor costs (for example, as a result of increased competition for skilled labor) or employee benefit costs (such as health care costs or otherwise) could adversely impact our business, financial condition or results of operations.

Our future results will depend on our ability to continue to focus our resources, maintain our business structure and manage costs effectively.

We are continually implementing productivity measures and focusing on measures intended to further improve cost efficiency. We may be unable to realize all expected cost savings in connection with these efforts within the expected time frame, or at all, and we may incur additional and/or unexpected costs to realize them. Further, we may not be able to sustain any achieved savings in the future. Future results will depend on the success of these efforts.

We believe that our corporate culture has been and will continue to be a key contributor to our success. From December 31, 2015 to December 31, 2016, we increased the size of our workforce by 515 employees (including acquisitions and dispositions during the period) and we expect to continue to hire as we expand. If we do not continue to maintain our corporate culture, we may be unable to foster growth. Our inability to maintain our current business structure will adversely impact our business, financial condition or results of operations.

Under our contracts, should we be unable to control costs, we may incur losses, which could decrease our operating margins and significantly reduce or eliminate our profits. As our industry becomes more price-sensitive, our future profitability will depend on our ability to manage costs or increase productivity. An inability to effectively manage costs will adversely impact our business, financial condition or results of operations.

Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our clients and our financial results.

Our clients depend on our services desk to provide technical support. We may be unable to respond quickly enough to accommodate short-term increases in client demand for support services. Increased client

34

demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In the same vein, any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely impact our reputation and our business, financial condition or results of operations.

We may not meet our growth objectives and strategies, which may impact our competitiveness.

On an ongoing basis, we seek to achieve profitable growth by providing superior solutions to our clients. As we continue to invest in growth opportunities, including our investments in new technologies and capabilities, we may experience unfavorable demand for these services and we may be unable to deploy these solutions successfully or profitably. In addition, we have historically been focused on reducing our costs and may not be able to achieve or maintain targeted cost reductions. Our inability to effectively invest in new growth opportunities or to reduce cost could impact our competitiveness and render it difficult for us to meet our growth objectives and strategies, which could adversely impact our business, financial condition or results of operations.

Ineffective internal controls could impact our business and operating results.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and results of operations could be harmed and we could fail to meet our financial reporting obligations, which could adversely impact our business, financial condition or results of operations.

Risks Related to an Investment in Our Common Stock and this Offering

Apollo and its affiliates will continue to have control over us after this Offering, including the ability to elect all of our directors and prevent any transaction that requires approval of our Board of Directors or our stockholders and may also pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests.

After the consummation of this Offering, the Apollo Funds will indirectly beneficially own approximately     % of our common stock (or         % assuming the underwriters exercise in full their option to purchase additional shares) after the completion of this Offering. As a result, the Apollo Funds will have the power to elect all of our directors after the completion of this Offering. Therefore, the Apollo Funds effectively will have the ability to prevent any transaction that requires the approval of our Board of Directors or our stockholders, including the approval of significant corporate transactions, such as mergers and the sale of substantially all of our assets after the completion of this Offering. Thus, the Apollo Funds will continue to be able to significantly influence or effectively control our decisions after the completion of this Offering.

In addition, the stockholders’ agreement with the Apollo Funds that we will enter into in connection with this Offering (the “Apollo Stockholders Agreement”) (as described under “Certain Relationships and Related Party Transactions”) will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate up to five nominees to our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to four nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to three nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate two nominees to our Board of Directors. The agreement will provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

35

The interests of the Apollo Funds could conflict with or differ from your interests as a holder of our common stock. For example, the concentration of ownership held by the Apollo Funds could delay, defer or prevent a change of control of the Company or impede a merger, takeover or other business combination that you as a stockholder may otherwise view favorably. In addition, a sale of a substantial number of shares of stock in the future by the Apollo Funds could cause our stock price to decline.

Additionally, the group of (A) Apollo, (B) the Apollo Funds, (C) any other investment fund or other collective investment vehicle affiliated with or managed by Apollo or whose general partner or managing member is owned, directly or indirectly, by Apollo and (D) any affiliate of the foregoing (in each case, other than the Company and its subsidiaries) (collectively, the “Apollo Group”) is in the business of making or advising on investments in companies and holds (and may from time to time in the future acquire) interests in or provides advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. The Apollo Group may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Our Amended Certificate will provide that no officer or director of the Company who is also an officer, director, employee, managing director or other affiliate of any member of the Apollo Group will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any other person, instead of us or does not communicate information regarding a corporate opportunity to us.

So long as the Apollo Funds continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, the Apollo Funds may continue to be able to strongly influence or effectively control our decisions.

The foregoing and other issues related to the Apollo Funds’ control of any of the foregoing may adversely impact prevailing market prices for our common stock.

There is no existing market for our common stock and we do not know if one will develop, which could impede your ability to sell your shares and depress the market price of our common stock.

Prior to this Offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on the NASDAQ or otherwise, or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this Offering. See “Underwriting (Conflicts of Interest).” Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this Offering.

The price of our common stock may fluctuate significantly and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares of common stock at or above the price you paid for them. In addition to the risks described in this “Risk Factors” section, the market price for our common stock could fluctuate significantly for various reasons, including:

• our operating and financial performance and prospects;

• our quarterly or annual earnings or those of other companies in our industry;

• changes in earnings estimates or recommendations by securities analysts, if any, or termination of coverage of our common stock by securities analysts;

• our failure to meet estimates or forecasts made by securities analysts, if any;

36

• conditions that impact demand for our products and services;

• future announcements concerning our business or our competitors’ businesses;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

• strategic actions by us or our competitors, such as acquisitions or restructurings;

• changes in government and environmental regulation;

• changes in accounting standards, policies, guidance, interpretations or principles;

• arrival and departure of key personnel;

• the number of shares to be publicly traded after this Offering;

• sales of common stock by us, the Apollo Funds, members of our management team or any other party;

• adverse resolution of new or pending litigation against us;

• changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; and

• material weakness in our internal controls over financial reporting.

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with the Company and these fluctuations may adversely impact prevailing market prices for our common stock.

We expect to be a “controlled company” within the meaning of applicable the NASDAQ rules and, as a result, will qualify for and intend to rely on, exemptions from certain corporate governance requirements.

We have applied to list our common stock on the NASDAQ. Upon the closing of this Offering, the Apollo Funds will continue to control a majority of our voting common stock. As a result, we expect to qualify as a “controlled company” within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain the NASDAQ corporate governance requirements, including the requirements:

• that a majority of the Board of Directors consists of independent directors, as defined under the rules of the NASDAQ;

• that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• that we have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

37

Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements of the NASDAQ.

The foregoing and other issues related to the Apollo Funds’ control of any of the foregoing may adversely impact prevailing market prices for our common stock.

We have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

We have no plans to pay regular dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants of our debt agreements, will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Dividend Policy.”

The terms of our senior secured credit facilities and the indentures governing our notes may restrict our ability to pay cash dividends on our common stock. Our debt instruments contain covenants that restrict our ability to pay dividends on our common stock, as well as the ability of our subsidiaries to pay dividends to us. See “Description of Certain Indebtedness” and “Description of Capital Stock—Common Stock.” Furthermore, we will be permitted under the terms of our debt instrument to incur additional indebtedness, which may restrict or prevent us from paying dividends on our common stock. Agreements governing any future indebtedness, in addition to those governing our current indebtedness, may not permit us to pay dividends on our common stock. Any of the foregoing may adversely impact prevailing market prices for our common stock.

Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.

Effective upon consummation of this Offering, we will amend and restate our certificate of incorporation to increase our authorized capital stock so that it consists of             million authorized shares, of which             million shares, par value $0.01, will be designated as common stock and             million             shares, par value $0.01, will be designated as preferred stock. Upon consummation of this Offering,             shares will be outstanding. This number includes shares that we are selling in this Offering, which will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to the terms of the lock-up agreements. The remaining             shares of our common stock outstanding, including the shares of common stock owned by the Apollo Funds, our directors and our executive officers, will be subject to holding requirements under the federal securities laws described in “Shares Eligible for Future Sale” and subject to the lock-up agreements between such current stockholders and the underwriters. Pursuant to the lock-up agreements, we, each of our executive officers and directors and the Apollo Funds have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is             days after the date of this prospectus. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. may, in their sole discretion, release any of these shares from the restrictions at any time without notice. See “Underwriting (Conflicts of Interest).” Following the expiration of the applicable lock-up period, all of these shares of our common stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations and applicable holding period requirements. See “Shares Eligible for Future Sale” for a discussion of the shares of our common stock that may be sold into the public market in the future.

38

Subject to the terms of the lock-up agreements, we also may issue shares of our common stock or other securities from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares of our common stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also grant registration rights covering those shares of our common stock or other securities in connection with any such acquisitions and investments.

The Company, Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, and certain of our employees who invested in the Company in connection with the Presidio Acquisition are parties to a securityholders agreement, which is being amended and restated in connection with the consummation of this Offering (the “Amended Management Stockholders Agreement”). Pursuant to the Amended Management Stockholders Agreement, following this Offering, Aegis LP and certain of its affiliates will have certain demand registration rights for shares of our common stock held by them. In addition, under the Amended Management Stockholders Agreement, Aegis LP, certain of its affiliates and certain owners of our common stock who are employed by or serve as consultants to or directors of our Company or any of its affiliates (the “Management Holders”) will have piggyback and other registration rights with respect to shares of our common stock held by them. Furthermore, under the Amended Management Stockholders Agreement, we will agree to indemnify (A) each party to the Amended Management Stockholders Agreement and their respective officers, directors, employees, representatives and each person who controls such party, (B) Aegis LP and its officers, managers, employees, representatives and affiliates and (C) any portfolio company of the Apollo Group against losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any registration statement or prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to our Company by such party set forth in (A), (B) or (C) above for use therein.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares of our common stock issued in connection with an acquisition) or the exercising of any registration rights, or the perception that such sales or such exercising of registration rights could occur, may adversely affect prevailing market prices for shares of our common stock. Any of the foregoing may adversely impact prevailing market prices for our common stock.

Delaware law and our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

We are a Delaware corporation and the antitakeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions of our Amended Certificate and Amended Bylaws may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board of Directors. Among other things, these provisions:

• classify our Board of Directors so that only some of our directors are elected each year;

• do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

• delegate the sole power of a majority of the Board of Directors to fix the number of directors;

• provide the power of our Board of Directors to fill any vacancy on our board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

39

• authorize the issuance of “blank check” preferred stock without any need for action by stockholders;

• impose limitations on the ability of our stockholders to call special meetings and act by written consent; and

• establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholders’ meetings.

Additionally, Section 203 of the Delaware General Corporation Law (the “DGCL”) prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person, which together with any “interested” stockholder, or within the last three years has owned, 15% of our voting stock, for a period of which such person became an interested stockholder, unless the business combination is approved in a prescribed manner.

We have elected not to opt out of Section 203 of the DGCL. We expect, however, to include a provision in our Amended Certificate that will exempt us from the provisions of the DGCL with respect to combinations between any member of the Apollo Group (including any portfolio company thereof), on the one hand, and us, on the other.

The foregoing factors, as well as the significant common stock ownership by our equity sponsor, could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, may adversely impact prevailing market prices for our common stock. See “Description of Capital Stock.”

Our Amended Certificate will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our Amended Certificate will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors or officers or other employees of the Company to the Company or to the Company’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (c) any action asserting a claim against the Company or any of our current or former directors, officers or other employees arising pursuant to any provision of the DGCL or our Amended Certificate or our Amended Bylaws; (d) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our Amended Certificate to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely impact our business, financial condition or results of operations.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our Amended Certificate will authorize us to issue one or more series of preferred stock. Our Board of Directors will have the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further

40

vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price and may adversely impact prevailing market prices for our common stock and the voting and other rights of the holders of shares of our common stock.

You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase.

Prior investors have paid substantially less per share than the price per share in this Offering. The initial offering price is substantially higher than the net tangible book value per share of the outstanding common stock immediately after this Offering. Accordingly, based on our net tangible book value as of December 31, 2016, assuming an initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus), we expect that purchasers of common stock in this Offering will experience immediate and substantial dilution of approximately $         per share. See “Dilution.”

We are a holding company and rely on dividends and other payments, advances and transfers of funds from our subsidiaries to meet our obligations and pay dividends.

We are a holding company and we conduct all of our operations through our subsidiaries. As a result, we rely on our subsidiaries for dividends and other payments to generate the funds necessary to meet our financial obligations and to pay any dividends with respect to our common stock. The ability of our subsidiaries to pay dividends or to make other payments or distributions to us depends substantially on their respective operating results and is subject to restrictions under, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the terms of our financing arrangements and the terms of any future financing arrangements of our subsidiaries. In addition, the earnings from, or other available assets of, our subsidiaries, may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock.

Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, will be expensive and time-consuming and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

After the consummation of this Offering, we will be subject to reporting, accounting and corporate governance requirements of the NASDAQ, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control for financial reporting. Under Section 404 of the Sarbanes-Oxley Act and pursuant to the terms therein, our independent public accountants auditing our financial statements must attest to the effectiveness of our internal control over financial reporting. To continue to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting following the consummation of this Offering, significant resources and management oversight will be required. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify control deficiencies which could result in a material weakness or significant deficiency. Furthermore, if we are unable to conclude that our disclosure controls and procedures and internal control over financial reporting are effective, or if our independent public accounting firm is unable to provide us with an unqualified report as to management’s assessment of the effectiveness of our internal control over financial reporting in future years, investors may lose confidence in our financial reports and our stock price may decline.

41

In addition, Dodd-Frank, which amended the Sarbanes-Oxley Act and other federal laws, has created uncertainty for public companies and we cannot predict with any certainty the requirements of the regulations that will ultimately be adopted under Dodd-Frank or how such regulations will affect the cost of compliance for a company with publicly traded common stock. There is likely to be continuing uncertainty regarding compliance matters because the application of these laws and regulations, which are subject to varying interpretations, may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with these evolving laws and regulations, which may result in increased general and administrative expenses and divert management’s time and attention from other business concerns. Furthermore, if our compliance efforts differ from the activities that regulatory and governing bodies expect or intend due to ambiguities related to interpretation or practice, we may face legal proceedings initiated by such regulatory or governing bodies and our business may be harmed. In addition, new rules and regulations may make it more difficult for us to attract and retain qualified directors and officers and may make it more expensive for us to obtain director and officer liability insurance.

If securities analysts do not publish research or reports about our company, or if they publish unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about our company or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Risks Related to Our Indebtedness

Our substantial indebtedness could impair our financial flexibility, competitive position and financial condition.

We have a substantial amount of indebtedness and other obligations. As of December 31, 2016, on a pro forma basis giving effect to this Offering and the use of the estimated net proceeds thereof, we would have had $        million in aggregate principal amount of total debt outstanding, which includes $        million of indebtedness under a series of 10.25% senior notes which will mature on February 15, 2023 and which were issued by Presidio Holdings Inc. (successor by merger to Aegis Merger Sub, Inc.), a direct wholly owned subsidiary of the Company (“Presidio Holdings” and such notes, the “Senior Notes”), $        million of indebtedness under a series of 10.25% senior subordinated notes which will mature on February 15, 2023 and which were issued by Presidio Holdings (the “Subordinated Notes” and, together with the Senior Notes, the “Notes”), $        million of indebtedness under the February 2015 Credit Agreement (without giving effect to undrawn letters of credit), and no obligations owed under our $250 million accounts receivable securitization facility (the “Receivables Securitization Facility”). See “Description of Certain Indebtedness.”

Our substantial indebtedness could have important consequences. For example, it could:

• limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions;

• make it more difficult for us to satisfy our obligations under the terms of our financing arrangements;

• make it more difficult to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, the failure of which could result in an event of default under the agreements governing our other indebtedness;

42

• limit our ability to refinance our indebtedness on terms acceptable to us or at all;

• limit our flexibility to plan for and to adjust to changing business and market conditions in the industry in which we operate and increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements;

• limit our ability to obtain additional financing for working capital and capital expenditures to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward;

• subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition; and

• expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the February 2015 Credit Agreement and the Receivables Securitization Facility, are at variable rates of interest.

In addition, the terms of the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our debts. The occurrence of any one of these events could adversely impact our business, financial condition or results of operations, as well as our prospects or ability to satisfy our debt obligations.

In addition to the restrictions contained in our indebtedness, the agreements governing our accounts payable facility with Castle Pines Capital LLC (the “CPC Facility”) also contain restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in the termination of the CPC Facility and the acceleration of our obligations thereunder.

Despite our substantial indebtedness level, we may still be able to incur substantial additional amounts of debt that could further exacerbate the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the terms of the Receivables Securitization Facility, the indentures governing our Notes and the February 2015 Credit Agreement contain restrictions on our and our subsidiaries’ ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. For example, as of December 31, 2016, on a pro forma basis giving effect to this Offering and the use of the estimated net proceeds thereof, we would have had approximately $                 million available for additional borrowing under the revolving credit facility under our February 2015 Credit Agreement (without giving effect to letters of credit) and $                 million available under the Receivables Securitization Facility. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. Following this Offering, we may opportunistically raise debt capital, subject to market and other conditions, to refinance our existing capital structure or for strategic alternatives and general corporate purposes as part of our growth strategy. There can be no assurance that such debt capital will be available to us on a timely basis, at reasonable rates or at all. If new debt is added to our existing debt levels, the related risks that we face would intensify and we may not be able to meet all of our debt obligations.

43

The agreements governing our debt contain, and future financing arrangements may contain, various covenants that limit our ability to take certain actions and require us to meet financial maintenance tests. Failure to comply with these terms could adversely impact our financial condition.

Our financing arrangements, including the indentures governing our Notes, the February 2015 Credit Agreement and the Receivables Securitization Facility, contain restrictions, covenants and events of default that, among other things, require us to satisfy certain financial tests and maintain certain financial ratios and restrict our ability to incur additional indebtedness and to refinance our existing indebtedness. Financing arrangements that we enter into in the future could contain similar restrictions and could additionally require us to comply with similar, new or additional financial tests or to maintain similar, new or additional financial ratios. The terms of our existing financing arrangements, financing arrangements that we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to pay dividends, respond to market conditions, provide for capital investment needs or take advantage of business opportunities because they limit the amount of additional borrowings we may incur. These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things:

• borrow money or guarantee debt;

• create liens;

• pay dividends on or redeem or repurchase stock or other securities;

• make investments and acquisitions;

• enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

• enter into new lines of business;

• enter into transactions with affiliates; and

• sell assets or merge with other companies.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions.

An event of default would permit lenders to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under such circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our debt obligations. In addition, the limitations imposed by our financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

To service our indebtedness and other cash needs, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to satisfy our debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings. We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under our revolving credit facility or otherwise, in an

44

amount sufficient to fund our liquidity needs, including the payment of principal and interest on our indebtedness. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we are unable to make payments, refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

• sales of assets;

• sales of equity;

• reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or

• negotiations with our lenders to restructure the applicable debt.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including the February 2015 Credit Agreement, the Receivables Securitization Facility and the indentures governing our Notes, may restrict us from adopting some of these alternatives. In the absence of sufficient cash flow from operating results and other resources, we could face substantial liquidity problems and could be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value, or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could adversely impact our business, financial condition or results of operation.

Any decline in the ratings of our corporate credit could adversely affect our ability to access capital.

Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital.

We are subject to fluctuations in interest rates.

Borrowings under the February 2015 Credit Agreement and the Receivables Securitization Facility are subject to variable rates of interest and expose us to interest rate risk. For example, assuming the revolving credit facility under the February 2015 Credit Agreement and the Receivables Securitization Facility are fully drawn along with the outstanding term loan balance as of December 31, 2016, on a pro forma basis, each 0.125% change in assumed blended interest rates would result in an approximately $1.2 million change in annual interest expense on indebtedness. At present, we do not have any existing interest rate swap agreements, which involve the exchange of floating for fixed rate interest payments to reduce interest rate volatility. However, we may decide to enter into such swaps in the future. If we do, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness and any swaps we enter into may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks.

45

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. All forward-looking information in this prospectus and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• general economic conditions;

• a reduced demand for our information technology solutions;

• a decrease in spending on technology products by our federal and local government clients;

• the availability of products from vendor partners and maintenance of vendor relationships;

• the role of rapid innovation and the introduction of new products in our industry;

• our ability to compete effectively in a competitive industry;

• the termination of our client contracts;

• the failure to effectively develop, maintain and operate our information technology systems;

• our inability to adequately maintain the security of our information technology systems and clients’ confidential information;

• investments in new services and technologies may not be successful;

• the costs of litigation and losses if we infringe on the intellectual property rights of third parties;

• inaccurate estimates of pricing terms with our clients;

• failure to comply with the terms of our public sector contracts;

• any failures by third-party contractors upon whom we rely to provide our services;

• any failures by third-party commercial delivery services;

46

• our inability to retain or hire skilled technology professionals and key personnel;

• our sales outside of the United States that subject us to additional risks;

• the adverse impact of the United Kingdom’s decision to withdraw from the European Union;

• the disruption to our supply chain if suppliers fail to provide products;

• the risks associated with accounts receivables and inventory exposure;

• the failure to realize the entire investment in leased equipment;

• our inability to realize the full amount of our backlog;

• our acquisitions may not achieve expectations;

• fluctuations in our operating results;

• potential litigation and claims;

• changes in accounting rules, tax legislation and other legislation;

• increased costs of labor and benefits;

• our inability to focus our resources, maintain our business structure and manage costs effectively;

• the failure to deliver technical support services of sufficient quality;

• the failure to meet our growth objectives and strategies;

• the ineffectiveness of our internal controls;

• the risks related to this Offering;

• the risks pertaining to our substantial level of indebtedness; and

• the other factors discussed in the section of this prospectus entitled “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not, in fact, occur. Accordingly, investors should not place undue reliance on those statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

47

USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our common stock in this Offering will be approximately $        , or approximately $        , if the underwriters elect to exercise in full their option to purchase additional shares of common stock from us, assuming an initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this Offering as follows:

(a) We intend to use approximately $         million of the net proceeds from this Offering to repurchase all of our outstanding Subordinated Notes, of which $111.8 million in aggregate principal amount are currently outstanding, at a purchase price of 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the date of such repurchase. If the net proceeds from this Offering are not sufficient to repurchase all of our outstanding Subordinated Notes at such price, we will purchase a lesser aggregate principal amount of Subordinated Notes with the available net proceeds. The Subordinated Notes accrue interest at a rate equal to 10.25% per annum and will mature on February 15, 2023.

(b) We intend to use approximately $             million of the net proceeds from this Offering to redeem $97.5 million in aggregate principal amount of our Senior Notes at a redemption price of 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the date of such redemption. Net proceeds from this Offering will be applied first, to repurchase up to all of our Subordinated Notes, and second, to redeem up to $97.5 million in aggregate principal amount of our Senior Notes, as described above. If the net proceeds from this Offering are not sufficient to redeem $97.5 million in aggregate principal amount of our Senior Notes at such price after repurchasing all of our outstanding Subordinated Notes, as described above, we will redeem a lesser aggregate principal amount of Senior Notes with the available net proceeds. The Senior Notes accrue interest at a rate equal to 10.25% per annum and will mature on February 15, 2023.

(c) To the extent any net proceeds from this Offering remain after repurchasing all of our Subordinated Notes and redeeming $97.5 million in aggregate principal amount of our Senior Notes, we intend to use such remaining net proceeds for working capital or general corporate purposes, including the repayment of amounts outstanding under our February 2015 Credit Agreement or our Receivables Securitization Facility. Borrowings under the February 2015 Credit Agreement bear interest at a rate equal to either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans, plus a margin of 3.50%, or (b) a base rate plus 1.00%, in each case, plus a margin of 2.50%. Borrowings under the Receivables Securitization Facility bear interest based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. See “Description of Certain Indebtedness.”

Under the terms of the indenture governing the Senior Notes, on or prior to February 15, 2018, we may, subject to certain restrictions, redeem up to 40% of the original aggregate principal amount of the Senior Notes, with the net cash proceeds of one or more equity offerings at a price equal to 110.25% of the principal amount thereof, plus accrued and unpaid interest, if any, up to but excluding the date of redemption, provided that at least 50% of the original aggregate principal amount of the Senior Notes remain outstanding after such redemption. As of the date of this prospectus, up to $97.5 million in aggregate principal amount of the $250.0 million in original aggregate principal amount of our outstanding Senior Notes (of which $222.5 million is currently outstanding) can be redeemed pursuant to the optional redemption provision described in the preceding sentence. See “Description of Certain Indebtedness—Senior Notes and Subordinated Notes.”

On February 15, 2017, we entered into a Notes Purchase Agreement with Deutsche Bank AG (the “Notes Purchase Agreement”), who is the holder of 100% of our outstanding Subordinated Notes, pursuant to which we agreed to use the net proceeds of this Offering to repurchase, and Deutsche Bank AG agreed to sell to

48

us, all of the outstanding Subordinated Notes (or, to the extent the net proceeds are not sufficient to repurchase all Subordinated Notes, a lesser amount) at the Subordinated Notes Repurchase Price. Following the repurchase by us of the Subordinated Notes, we anticipate that any such Subordinated Notes would be cancelled.

An alternative investment vehicle formed by the limited partners of the Apollo Funds owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG. As such, we presently anticipate that any portion of the proceeds of this Offering used by the Company to repurchase the Subordinated Notes would be paid, directly or indirectly, to such alternative investment vehicle (net of any amounts owed by such alternative investment vehicle to Deutsche Bank AG pursuant to such derivative arrangements).

An independent special committee of our Board of Directors, advised by its own counsel and financial advisor, recommended to our Board of Directors for their approval that the net proceeds of this Offering be used to repurchase our Subordinated Notes. The Board of Directors subsequently approved the proposed use of proceeds of this Offering, including the repurchase of the Subordinated Notes and the redemption of the Senior Notes.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this Offering by approximately $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

Each increase (decrease) of 1.0 million shares in the number of shares sold in this Offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this Offering by approximately $        , assuming the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, remains the same. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this Offering determined at pricing. Any increase or decrease in the net proceeds would not change our intended use of proceeds.

The expected use of proceeds from this Offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors and any unforeseen cash needs. As a result, management will retain broad discretion over the allocation of the net proceeds from this Offering, subject to the terms and conditions of the Notes Purchase Agreement.

49

DIVIDEND POLICY

We currently expect to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not currently anticipate paying dividends on our common stock following this Offering. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of our indebtedness may restrict us from paying dividends, or may restrict our subsidiaries from paying dividends to us. Under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. See “Description of Certain Indebtedness” and “Description of Capital Stock—Common Stock.”

50

CAPITALIZATION

The following table sets forth cash and cash equivalents and capitalization as of December 31, 2016:

• on a historical basis; and

• on a pro forma basis to reflect (a) the sale of         shares of our common stock in this Offering at the initial public offering price of $         per share, the midpoint of the offering price range set forth on the cover page of this prospectus, providing net proceeds to us from this Offering (after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us) of approximately $         million and (b) the use of the estimated net proceeds from this Offering as described under “Use of Proceeds.”

This table should be read together with “Risk Factors,” “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and our historical consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2016
(in millions, except share and per share data)	Historical			Pro Forma
Cash and cash equivalents	$	45.5		$
Long-term debt, including current portion:
Term loan facility, due February 2022		703.6
Revolving credit facility		—
Receivables Securitization Facility		—
10.25% Senior Notes due February 2023		222.5
10.25% Subordinated Notes due February 2023		111.8
Total debt		1,037.9
Stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized, zero shares issued and outstanding (historical); shares authorized,         shares issued and outstanding (pro forma)		—
Common stock, $0.01 par value; 100,000,000 shares authorized, 35,969,689 shares issued and outstanding (historical);         shares authorized, shares issued and outstanding (pro forma)		0.4
Additional paid-in capital		375.3
Accumulated deficit		(18.7	)
Total stockholders’ equity		357.0
Total capitalization	$	1,394.9		$

The table set forth above is based on the number of shares of our common stock outstanding as of December 31, 2016. The table does not reflect:

•             shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2016 at a weighted average exercise price of $         per share; and

•         shares of common stock reserved for issuance under our share-based compensation plans.

51

Unless otherwise indicated, the table set forth above assumes:

• no exercise of the underwriters’ option to purchase             additional shares;

• an initial public offering price of $        , which is the midpoint of the price range set forth on the cover page of this prospectus; and

• the filing of our Amended Certificate and the adoption of our Amended Bylaws, each of which will become effective prior to the consummation of this Offering.

This table has not been adjusted to reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the historical per share data in this table to reflect the Stock Split.

Each $1.00 increase (decrease) in the assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus would increase (decrease) each of pro forma additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same. We may also increase or decrease the number of shares we are offering. Each increase of 1.0 million shares in the number of shares offered by us at an assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase each of our pro forma additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively. Similarly, each decrease of 1.0 million shares in the number of shares offered by us, at an assumed offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease each of our as adjusted additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.

52

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock upon completion of this Offering. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to our existing shareholders.

Our net tangible book deficit as of December 31, 2016 was $1,213.2 million, or $33.73 per share of common stock (without giving effect to the Stock Split). After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the per share data in this section to reflect the Stock Split. Net tangible book value per share represents total tangible assets less total liabilities divided by the number of shares of common stock outstanding.

After giving effect to (i) the sale by us of             shares of common stock in this Offering at the initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (ii) the use of proceeds therefrom as set forth under the heading “Use of Proceeds,” as if each had occurred on December 31, 2016, our as adjusted net tangible book value (deficit) as of              would have been $         million, or $         per share. This amount represents an immediate dilution of $         per share to new investors, or approximately         % of the assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted net tangible book value (deficit) after this Offering by approximately $         per share and increase (decrease) the dilution per share of common stock to new investors by $         per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share of common stock		$
Net tangible book deficit per share of common stock as of December 31, 2016	$
Increase in net tangible book value per share attributable to this Offering
As adjusted net tangible book value (deficit) per share after this Offering
Dilution per share to new investors		$

The following table sets forth, as of December 31, 2016, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing shares of common stock in this Offering. The calculation below is based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this Offering:

	Shares Purchased				Total Consideration				Average Price per Share
	Number	Percent			Amount	Percent
	($ in millions)
Existing stockholders				%	$			%	$
New investors in this Offering				%	$			%	$
Total			100.0	%	$		100.0	%	$

53

A $1.00 increase (decrease) in the assumed initial offering price would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $         million, $         million and $         per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $         million, $         million and $         per share, respectively.

The tables and calculations above assume no exercise of outstanding options. As of December 31, 2016, there were         shares of our common stock issuable upon the exercise of options outstanding at a weighted average exercise price of $         per share. To the extent that the             outstanding options are exercised or additional options are granted, there will be further dilution to new investors purchasing common stock in this Offering. See “Description of Capital Stock.”

54

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents our selected historical consolidated financial data for all the periods presented. The selected historical consolidated statements of operations and cash flow data for the six months ended December 31, 2016 and 2015 and the selected historical consolidated balance sheet information as of December 31, 2016 have been derived from our unaudited interim consolidated financial statements, included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow data for the fiscal year ended June 30, 2016, for the period from November 20, 2014 to June 30, 2015 (Successor), for the period from July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 and the selected historical consolidated balance sheet information as of June 30, 2016 and 2015 have been derived from our audited historical consolidated financial statements, included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow data for the years ended June 30, 2013 and 2012 and the selected historical consolidated balance sheet information as of June 30, 2014, 2013 and 2012 have been derived from our historical audited consolidated financial information, not included in this prospectus.

The unaudited interim selected historical consolidated financial data have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, consist only of normal and recurring adjustments necessary for a fair presentation of the information set forth herein.

On February 2, 2015, the Apollo Funds completed the Presidio Acquisition. Under the terms of the Presidio Acquisition, Presidio Holdings Inc. (the Predecessor) became a wholly owned subsidiary of Presidio, Inc. (the Successor). As a result of the Presidio Acquisition, the financial information for all periods ending on or after February 2, 2015 represent the financial information of the Successor. Periods ending prior to February 2, 2015 represent the financial information of the Predecessor. From November 20, 2014 (its date of inception) to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year.

	Predecessor											Successor
(in millions, except share and per share data)	Fiscal year ended June 30,								July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015		Six months ended December 31, 2016
	2012		2013			2014
Statement of operations data:
Revenue	$	1,763.8	$	2,192.4		$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6	$	1,459.5
Cost of revenue		1,399.7		1,778.8			1,812.0			1,103.5			788.5			2,174.3			1,104.8		1,168.0
Gross margin		364.1		413.6			454.0			289.3			197.0			540.6			269.8		291.5
Operating expenses		308.0		334.3			362.5			262.5			186.4			441.7			203.6		233.7
Operating income		56.1		79.3			91.5			26.8			10.6			98.9			66.2		57.8
Interest expense		32.4		33.1			34.3			21.4			46.7			81.9			39.4		41.6
Loss on disposal of business		—		—			—			—			—			6.8			6.8		—
Loss on extinguishment of debt		—		2.9			2.7			7.5			0.7			9.7			0.1		0.8
Other (income) expense, net		2.2		(1.9	)		(2.4	)		(0.2	)		0.1			0.1			0.2		0.1
Total interest and other (income) expense		34.6		34.1			34.6			28.7			47.5			98.5			46.5		42.5
Income (loss) before income taxes		21.5		45.2			56.9			(1.9	)		(36.9	)		0.4			19.7		15.3
Income tax expense (benefit)		10.7		18.4			24.4			3.2			(12.6	)		3.8			9.2		6.3
Net income (loss)	$	10.8	$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5	$	9.0

55

	Predecessor												Successor
(in millions, except share and per share data)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
	2012			2013			2014
Earnings (loss) per share:
Basic				$	0.05		$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.30		$	0.25
Diluted				$	0.05		$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.29		$	0.24
Weighted average shares used to compute net earnings (loss) per share:
Basic					560,416,333			561,829,775			561,886,602			35,005,269			35,558,981			35,264,021			35,967,493
Diluted					570,097,325			572,656,299			561,886,602			35,005,269			35,558,981			36,052,159			37,312,195
Statement of cash flows data:
Net cash provided by (used in) operating activities	$	29.0		$	46.2		$	53.3		$	74.5		$	(1.8	)	$	85.6		$	7.2		$	83.3
Net cash used in investing activities		(186.1	)		(65.8	)		(74.4	)		(71.3	)		(678.9	)		(322.0	)		(16.6	)		(62.6	)
Net borrowings (repayments) on floor plan facility		(0.5	)		24.6			20.5			(29.0	)		50.8			20.9			24.9			(36.4	)
Other financing activities		139.4			(6.2	)		0.5			24.3			718.2			160.2			(4.6	)		28.2
Net cash provided by (used in) financing activities		138.9			18.4			21.0			(4.7	)		769.0			181.1			20.3			(8.2	)
Net increase (decrease) in cash and cash equivalents	$	(18.2	)	$	(1.2	)	$	(0.1	)	$	(1.5	)	$	88.3		$	(55.3	)	$	10.9		$	12.5
Other financial data:
Adjusted Revenue (1)	$	1,648.1		$	2,082.6		$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0
Adjusted EBITDA (2)	$	126.9		$	148.9		$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9
Adjusted EBITDA margin (2)(3)		7.7	%		7.1	%		7.8	%		8.8	%		7.3	%		7.9	%		8.7	%		7.7	%
Adjusted Net Income (4)	$	55.4		$	73.6		$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9
Adjusted Net Income per share:
Basic				$	0.13		$	0.15		$	0.10		$	0.38		$	2.28		$	1.36		$	1.30
Diluted				$	0.13		$	0.14		$	0.10		$	0.38		$	2.23		$	1.33		$	1.26
Weighted average shares used to compute Adjusted Net Income per share: (4)
Basic					560,416,333			561,829,775			561,886,602			35,005,269			35,558,981			35,264,021			35,967,493
Diluted					570,097,325			572,656,299			593,353,683			35,655,707			36,415,101			36,052,159			37,312,195

	Predecessor						Successor
	As of June 30,						As of     June 30,				As of December 31,
(in millions, except per share data)	2012		2013		2014		2015		2016		2016
Balance sheet data:
Cash and cash equivalents	$	9.8	$	8.6	$	8.5	$	88.3	$	33.0	$	45.5
Total assets		1,506.6		1,505.5		1,545.0		2,444.4		2,623.1		2,675.8
Total long-term debt		446.4		413.3		618.7		933.7		1,038.0		1,008.1
Total liabilities		1,214.8		1,188.7		1,448.5		2,108.6		2,276.2		2,318.8
Total stockholders’ equity		291.8		316.8		96.5		335.8		346.9		357.0
Cash dividends declared per common share	$	—	$	—	$	0.46	$	—	$	—	$	—

56

(1) We define Adjusted Revenue as revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions. The following table presents a reconciliation of Adjusted Revenue from Revenue.

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
	2012			2013			2014
Revenue	$	1,763.8		$	2,192.4		$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6		$	1,459.5
Adjustments:
Revenue from disposed business (a)		(115.7	)		(109.8	)		(116.1	)		(69.4	)		(46.0	)		(32.8	)		(32.8	)		—
Purchase accounting adjustments (b)		—			—			—			—			1.3			1.6			1.1			0.5
Total adjustments		(115.7	)		(109.8	)		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(31.7	)		0.5
Adjusted Revenue	$	1,648.1		$	2,082.6		$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0

(a) “Revenue from disposed business” represents the removal of the historical revenue of Atlantix prior to the sale of the business.

(b) “Purchase accounting adjustments” include the noncash reduction to revenue associated with deferred revenue step down fair value adjustments in connection with purchase accounting.

(2) We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. The following table presents a reconciliation of Adjusted EBITDA from Net income (loss).

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
	2012			2013			2014
Adjusted EBITDA Reconciliation:
Net income (loss)	$	10.8		$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0
Total depreciation and amortization (a)		53.5			56.8			50.6			24.9			32.1			81.7			38.0			43.6
Interest and other (income) expense		34.6			34.1			34.6			28.7			47.5			98.5			46.5			42.5
Income tax expense (benefit)		10.7			18.4			24.4			3.2			(12.6	)		3.8			9.2			6.3
EBITDA		109.6			136.1			142.1			51.7			42.7			180.6			104.2			101.4
Adjustments:
Share-based compensation expense		5.1			2.8			5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (b)		—			—			—			—			4.9			3.9			2.2			0.6
Transaction costs (c)		12.8			6.8			14.8			42.6			21.3			20.6			8.9			6.0
Other costs (d)		3.4			9.6			13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (e)		(4.0	)		(6.4	)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Total adjustments		17.3			12.8			24.9			64.5			25.9			30.5			12.4			11.5
Adjusted EBITDA	$	126.9		$	148.9		$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9

57

(a) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(b) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(c) “Transaction costs” (1) of $12.8 million for the fiscal year ended June 30, 2012 includes acquisition-related expenses of $3.4 million related to stay and retention bonuses, $1.6 million related to severance charges, and $7.8 million related to transaction-related legal, accounting and tax fees; (2) of $6.8 million for the fiscal year ended June 30, 2013 includes acquisition-related expenses of $1.9 million related to stay and retention bonuses, $0.2 million related to severance charges, $2.4 million related to transaction-related legal, accounting and tax fees and $2.3 million related to professional fees and expenses associated with debt refinancings; (3) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (4) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (5) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (6) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (7) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (8) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(d) “Other costs” (1) of $3.4 million for the fiscal year ended June 30, 2012 includes expenses of $2.4 million related to payments to our former sponsor for advisory and consulting services and $1.0 million related to certain acquisition-related integration and related costs; (2) of $9.6 million for the fiscal year ended June 30, 2013 includes expenses of $0.8 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $1.6 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $4.7 million related to certain acquisition-related integration and related costs; (3) of $13.0 million for the fiscal year ended June 30,

58

2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (4) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (5) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (6) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (7) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (8) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(e) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(3) Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to Adjusted Revenue.

(4) For purposes of this table, weighted average shares has not been adjusted to reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the per share data in this table to reflect the Stock Split.

59

(4) We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. The following table presents a reconciliation of Adjusted Net Income from Net income (loss).

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
	2012			2013			2014
Adjusted Net Income reconciliation:
Net income (loss)	$	10.8		$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0
Adjustments:
Amortization of intangible assets		43.4			45.3			38.3			18.3			26.4			67.2			31.4			36.8
Amortization of debt issuance costs		4.6			4.7			4.4			2.4			2.7			7.6			3.5			3.4
Loss on disposal of business		—			—			—			—			—			6.8			6.8			—
Loss on extinguishment of debt		—			2.9			2.7			7.5			0.7			9.7			0.1			0.8
Share-based compensation expense		5.1			2.8			5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (a)		—			—			—			—			4.9			3.9			2.2			0.6
Transaction costs (b)		12.8			6.8			14.8			42.6			21.3			20.6			8.9			6.0
Other costs (c)		3.4			9.6			13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (d)		(4.0	)		(6.4	)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Income tax impact of adjustments (e)		(20.7	)		(18.9	)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(16.8	)		(14.6	)
Total adjustments		44.6			46.8			49.2			63.7			37.7			84.6			37.4			37.9
Adjusted Net Income	$	55.4		$	73.6		$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9

(a) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(b) “Transaction costs” (1) of $12.8 million for the fiscal year ended June 30, 2012 includes acquisition-related expenses of $3.4 million related to stay and retention bonuses, $1.6 million related to severance charges, and $7.8 million related to transaction-related legal, accounting and tax fees; (2) of $6.8 million for the fiscal year ended June 30, 2013 includes acquisition-related expenses of $1.9 million related to stay and retention bonuses, $0.2 million related to severance charges, $2.4 million related to transaction-related legal, accounting and tax fees and $2.3 million related to professional fees and expenses associated with debt refinancings; (3) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (4) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related

60

expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to acquisition-related severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (5) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (6) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (7) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (8) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(c) “Other costs” (1) of $3.4 million for the fiscal year ended June 30, 2012 includes expenses of $2.4 million related to payments to our former sponsor for advisory and consulting services and $1.0 million related to certain acquisition-related integration and related costs; (2) of $9.6 million for the fiscal year ended June 30, 2013 includes expenses of $0.8 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $1.6 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $4.7 million related to certain acquisition-related integration and related costs; (3) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (4) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (5) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (6) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (7) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms

61

into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (8) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(d) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(e) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items, such as the remeasurement of deferred tax liabilities, due to state rate changes and write off of deferred tax assets resulting from reorganizations.

62

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information and explanatory notes give effect to the completion of this Offering (assuming the issuance and sale by the Company of         shares of common stock at an offering price of $         per share, which represents the midpoint of the price range set forth on the cover page of this prospectus, generating estimated net proceeds of $         million after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us), further adjusted for the use of the proceeds from this Offering as described in the section entitled “Use of Proceeds” and the resulting capital structure upon consummation of this Offering. The following unaudited pro forma condensed consolidated financial information and explanatory notes do not include the full-year effect of the Netech Acquisition. See “Description of Certain Indebtedness.”

The historical consolidated financial information of the Company as of and for the six months ended December 31, 2016 has been derived from our unaudited interim financial statements included elsewhere in this prospectus. The historical consolidated financial information of the Company for the fiscal year ended June 30, 2016 has been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated balance sheet gives effect to transactions as if they had occurred on December 31, 2016 to the extent they have not been fully reflected in the historical consolidated financial statements. The unaudited pro forma condensed consolidated statement of operations for the six months ended December 31, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma financial information set forth below is based upon available information and assumptions that we believe are reasonable. The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information included under the headings “Selected Historical Consolidated Financial Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds,” “Description of Capital Stock” and the consolidated financial statements and related notes of the Company included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated financial information.

63

Presidio, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2016

(in millions, except for share and per share data)

	Historical			Adjustments		Pro Forma
Assets
Current Assets
Cash and cash equivalents	$	45.5			(a)	$
Accounts receivable, net		562.7
Unbilled accounts receivable		126.3
Financing receivables, current portion		89.1
Inventory		40.0
Prepaid expenses and other current assets		72.4
Total current assets		936.0
Property and equipment, net		33.5
Equipment under operating leases, net		2.2
Financing receivables, less current portion		114.0
Goodwill		781.5
Identifiable intangible assets, net		788.7
Other assets		19.9
Total assets	$	2,675.8				$
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	7.4				$
Accounts payable – trade		457.7
Accounts payable – floor plan		186.9
Accrued expenses and other current liabilities		176.0			(b)
Discounted financing receivables, current portion		82.8
Total current liabilities		910.8
Long-term debt, net of debt issuance costs and current maturities		1,000.7			(c)
Discounted financing receivables, less current portion		103.7
Deferred income tax liabilities		278.6
Other liabilities		25.0
Total liabilities		2,318.8
Stockholders’ Equity
Preferred stock; $0.01 par value; 100 shares authorized, zero shares issued and outstanding (historical);         shares authorized,         shares issued and outstanding (pro forma)
Common stock; $0.01 par value; 100,000,000 shares authorized, 35,969,689 shares issued and outstanding (historical);         shares authorized,         shares issued and outstanding (pro forma)		0.4			(d)
Additional paid-in capital		375.3			(d)
Accumulated deficit		(18.7	)		(e)
Total stockholders’ equity		357.0
Total liabilities and stockholders’ equity	$	2,675.8				$

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated balance sheet.

64

Presidio, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Six Months Ended December 31, 2016

(in millions, except for share and per share data)

	Historical		Adjustments		Pro Forma
Revenue
Product	$	1,238.6			$
Service		220.9
Total revenue		1,459.5
Cost of revenue
Product		991.0
Service		177.0
Total cost of revenue		1,168.0
Gross margin		291.5
Operating expenses
Selling expenses		134.1
General and administrative expenses		52.8
Transaction costs		6.0		(f)
Depreciation and amortization		40.8
Total operating expenses		233.7
Operating income		57.8
Interest and other (income) expense
Interest expense		41.6		(g)
Loss on extinguishment of debt		0.8		(h)
Other (income) expense, net		0.1
Total interest and other (income) expense		42.5
Income before income taxes		15.3
Income tax expense		6.3		(i)
Net income	$	9.0			$
Earnings per share
Basic	$	0.25				(j)
Diluted	$	0.24				(j)
Weighted average shares
Basic		35,967,493				(j)
Diluted		37,312,195				(j)

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated statement of operations.

65

Presidio, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Fiscal Year Ended June 30, 2016 (in millions, except for share and per share data)

	Historical			Adjustments		Pro Forma
Revenue
Product	$	2,319.8				$
Service		395.1
Total revenue		2,714.9
Cost of revenue
Product		1,866.5
Service		307.8
Total cost of revenue		2,174.3
Gross margin		540.6
Operating expenses
Selling expenses		248.2
General and administrative expenses		96.9
Transaction costs		20.6			(k)
Depreciation and amortization		76.0
Total operating expenses		441.7
Operating income		98.9
Interest and other (income) expense
Interest expense		81.9			(l)
Loss on disposal of business		6.8			(m)
Loss on extinguishment of debt		9.7
Other (income) expense, net		0.1
Total interest and other (income) expense		98.5
Income before income taxes		0.4
Income tax expense		3.8			(n)
Net loss	$	(3.4	)			$
Loss per share
Basic	$	(0.10	)				(o)
Diluted	$	(0.10	)				(o)
Weighted average shares
Basic		35,558,981					(o)
Diluted		35,558,981					(o)

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated statement of operations.

66

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Unaudited Pro Forma Condensed Consolidated Balance Sheet

a) Reflects the pro forma net adjustment of a $         million increase to cash and cash equivalents to reflect estimated net proceeds of approximately $         million from this Offering and the pro forma net adjustment of a $         million decrease to cash and cash equivalents to reflect the use of proceeds from this Offering including the repurchase of all of the outstanding Subordinated Notes and the redemption of $97.5 million in aggregate principal amount of the Senior Notes, plus, in each case, accrued and unpaid interest. Proceeds are net of fees and expenses.

b) Reflects the pro forma net adjustment of $         million to accrued expenses and other current liabilities for the following items:

	As of December 31, 2016
Accrued interest (1)
Accrued transaction costs (2)
Accrued stay bonuses (3)
Accrued income taxes (4)
Total pro forma adjustment to accrued expenses and other current liabilities

(1) Reflects the payment of accrued interest under indebtedness repurchased repaid or redeemed upon consummation of this Offering.

(2) Reflects the accrual of transaction costs associated with the January 2017.

(3) Reflects the acceleration of stay bonus expense as a result of the consummation of this Offering.

(4) Reflects the pro forma adjustment to accrued income taxes attributable to pro forma adjustments using the Company’s blended federal and state income tax rate in effect at December 31, 2016 of 39.0%. We expect our effective tax rate to vary from these estimated statutory rates in future years.

c) (i) Reflects the pro forma net adjustment of $         million to long-term debt, net of debt issuance costs and current maturities, to reflect the write off of unamortized debt issuance costs associated with the repayment of indebtedness as described in note (a) above and (ii) reflects the pro forma net adjustment of $         million to long-term debt, net of debt issuance costs and current maturities to reflect the repurchase of all of the outstanding Subordinated Notes and the redemption of $97.5 million in aggregate principal amount of the Senior Notes.

d) Reflects the pro forma net adjustment of $         million and $         million to common stock and additional paid-in capital, respectively, to reflect (i) the issuance of                 shares of common stock in this Offering and the application of $         million in net proceeds to us from the sale of such shares to repay certain indebtedness as described in note (a) above, (ii) the Stock Split, which was effected on                     , 2017 and (iii) the recognition of share-based compensation for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016.

e) Reflects the pro forma adjustments to accumulated deficit for the following items:

	As of December 31, 2016
Performance-based stock option expense (1)
Transaction costs (2)
Stay bonus expense (3)
Loss on extinguishment of debt (4)
Income tax expense (5)
Total pro forma adjustment to accumulated deficit

67

(1) Reflects the pro forma adjustment to accumulated deficit related to the share-based compensation expense for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016, which has been recognized in connection with this Offering due to the performance condition being deemed probable.

(2) Reflects the pro forma adjustment to accumulated deficit for transaction costs directly attributable to this Offering and the January 2017 Amendment.

(3) Reflects the pro forma adjustment to accumulated deficit for the acceleration of stay bonuses as a result of this Offering.

(4) Reflects the pro forma adjustment to accumulated deficit associated with the loss on extinguishment of debt resulting from (i) the write off of debt issuance costs described in (c) above and (ii) the recognition of the premium paid on indebtedness to be repurchased, repaid or redeemed with the net proceeds of this Offering.

(5) Reflects the pro forma adjustment to income tax expense attributable to pro forma adjustments using the Company’s blended federal and state income tax rate in effect at December 31, 2016 of 39.0%. We expect our effective tax rate to vary from these estimated statutory tax rates in future years.

Any decrease in net proceeds from the amount set forth in (a) above would decrease the amount of cash and cash equivalents on our balance sheet. An increase in net proceeds from the amount set forth in (a) above would increase the amount of cash and cash equivalents on our balance sheet.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

As described in (e) above, we expect to recognize certain expenses in connection with the Offering. These expenses include certain non-recurring charges that have not been adjusted for in the unaudited pro forma condensed consolidated statements of operations including (i) $         million of share-based compensation expense for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016, (ii) $         million in transaction costs directly attributable to this Offering and the January 2017 Amendment, (iii) $         million of expense associated with the acceleration of stay bonuses as a result of this Offering, and (iv) $         million of loss on extinguishment of debt resulting from (a) the write off of $         million of debt issuance costs and (b) the recognition of the $         million premium paid on the indebtedness to be repurchased, repaid or redeemed with the net proceeds of this Offering.

f) Reflects the pro forma adjustment to eliminate transaction costs directly attributable to this Offering for the six months ended December 31, 2016.

g) Reflects the pro forma adjustments to interest expense for the following items:

	Six months ended December 31, 2016
Decrease attributable to term loan prepayment in December 2016 (1)
Decrease attributable to January 2017 Amendment (2)
Decrease attributable to Subordinated Notes repurchase and Senior Notes redemption (3)
Total pro forma adjustment to interest expense

(1) Reflects the pro forma adjustment to reduce interest expense associated with the $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement made on December 30, 2016.

(2) Reflects the pro forma adjustment to reduce interest expense associated with the reduced interest rate from the January 2017 Amendment.

68

(3) Reflects the pro forma adjustment to reduce interest expense associated with the repurchase of all of the outstanding Subordinated Notes and redemption of $97.5 million in aggregate principal amount of the Senior Notes upon consummation of this Offering.

h) Reflects the pro forma adjustment to eliminate the $         million to loss on extinguishment of debt associated with the $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement made on December 30, 2016.

i) Reflects the pro forma adjustment to income tax expense computed by applying the Company’s blended U.S. federal and state statutory income tax rates to income before income taxes to the pro forma adjustments. The blended U.S. federal and state statutory income tax rate assumed to be in effect during the six months ended December 31, 2016 was 39.0%.

j) The weighted average shares outstanding used to compute basic and diluted earnings per share have been adjusted to give effect to the issuance of shares of common stock in this Offering, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, as well as Stock Split, which was effected on                         , 2017.

k) Reflects the pro forma adjustment to eliminate transaction costs directly attributable to this Offering for the fiscal year ended June 30, 2016.

l) Reflects the pro forma adjustments to interest expense for the following items:

	Fiscal Year Ended June 30, 2016
Decrease attributable to Subordinated Notes repurchase in August 2015 (1)
Decrease attributable to the February 2016 Credit Agreement (2)
Increase attributable to the February 2016 Incremental Term Loan (3)
Increase attributable to the May 2016 Incremental Term Loan (4)
Decrease attributable to Senior Notes repurchase in June 2016 (5)
Decrease attributable to term loan prepayment in December 2016 (6)
Decrease attributable to January 2017 Amendment (7)
Decrease attributable to Subordinated Notes repurchase and Senior Notes redemption (8)
Total pro forma adjustment to interest expense

(1) Reflects the pro forma adjustment to reduce interest expense associated with the repurchase of $38.2 million in aggregate principal amount of Subordinated Notes in August 2015.

(2) Reflects the pro forma adjustment to eliminate the impact of borrowings under the February 2016 Credit Agreement that were made in February 2016 and repaid in full in May 2016 with the proceeds of the May 2016 Incremental Term Loan.

(3) Reflects the pro forma adjustment to increase interest expense associated with the $25.0 million incremental term loan borrowing in February 2016.

(4) Reflects the pro forma adjustment to increase interest expense associated with the $140.0 million incremental term loan borrowing in May 2016.

(5) Reflects the pro forma adjustment to reduce interest expense associated with the repurchase of $27.6 million in aggregate principal amount of Senior Notes in June 2016.

(6) Reflects the pro forma adjustment to reduce interest expense associated with the $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement made on December 30, 2016.

(7) Reflects the pro forma adjustment to reduce interest expense associated with the reduced interest rate from the January 2017 Amendment.

69

(8) Reflects the pro forma adjustment to reduce interest expense associated with the repurchase of all of the outstanding Subordinated Notes and the redemption of $97.5 million in aggregate principal amount of the Senior Notes upon consummation of this Offering.

m) Reflects the pro forma adjustments to loss on extinguishment of debt for the following items:

	Fiscal Year Ended June 30, 2016
August 2015 Repurchase of Subordinated Notes (1)
June 2016 Repurchase of Senior Notes (2)
February 2016 Credit Facility (3)
Total pro forma adjustment to loss on extinguishment of debt

(1) Reflects the pro forma adjustment to eliminate the loss on extinguishment of debt associated with the August 2015 repurchase and retirement of $38.2 million in aggregate principle of Subordinated Notes.

(2) Reflects the pro forma adjustment to eliminate the loss on extinguishment of debt associated with the June 2016 repurchases and retirements of $27.6 million in aggregate principle of Senior Notes.

(3) Reflects the pro forma adjustment to eliminate the loss on extinguishment of debt associated with the repayment of the February 2016 Credit Facility.

n) Reflects the pro forma adjustment to income tax expense computed by applying the Company’s blended U.S. federal and state statutory income tax rates to income before income taxes to the pro forma adjustments. The blended U.S. federal and state statutory income tax rate assumed to be in effect during the fiscal year ended June 30, 2016 was 39.0%.

o) The weighted average shares outstanding used to compute basic and diluted loss per share have been adjusted to give effect to the issuance of shares of common stock in this Offering, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, as well as the Stock Split which was effected on                     , 2017.

70

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the historical consolidated financial statements of Presidio, Inc. and its subsidiaries and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section. Our actual results may differ materially from those contained in any forward-looking statements.

Overview

Presidio is a leading provider of IT solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led lifecycle model leads to ongoing client engagement. As of June 30, 2016, we served approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise necessary to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win and expand our client relationships.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Within these areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, IoT, data analytics, data center modernization, hybrid and multi-cloud, cyber risk management and enterprise mobility. These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Cloud Solutions: Companies are increasingly turning to us for help with their cloud strategy and adoption. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our customers accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our NGRM, we

71

provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with HIPAA, PCI DSS, FISMA, the Sarbanes-Oxley Act and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

Factors Affecting Our Operating Performance

We believe that the financial performance of our business and our future success are dependent upon many factors, including those highlighted in this section. Our operating performance will depend upon many variables, including the success of our growth strategies and the timing and size of investments and expenditures that we choose to undertake, as well as market growth and other factors that are not within our control.

Macroeconomic environment: Weak economic conditions generally, U.S. federal or other government spending cuts, a rising interest rate environment, uncertain tax and regulatory policies, weakening business confidence or a tightening of credit markets could cause our clients and potential clients to postpone or reduce spending on technology solutions, products or services. Our clients are diverse, including both public and private sector parties, but any long-term, severe or sustained economic downturn may adversely affect all of our clients.

Competitive markets: We believe that we are uniquely positioned to take advantage of the markets in which we operate because of our expertise and specialization. We focus on the middle-market segment of the IT Services market. Since most large-scale IT Service providers focus on larger enterprises and because smaller regional competitors are typically unable to provide end-to-end solutions, we believe the middle market is underpenetrated and underserved. Strategic and investment decisions by our competitors may affect our operating performance.

Delivery of complex technology solutions: Our vendor agnostic approach to the market allows us to develop optimal IT solutions for our clients based on what we view as the best mix of technologies. We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services, and technology to give us a significant competitive advantage compared to other IT providers. Our ability to effectively manage project engagements, including logistics, product availability, client requirements, engineering resources, and service levels, will affect our financial performance.

Vendor relationships: We are focused on developing and strengthening our relationships with OEMs. We partner with OEMs to deploy product offerings. Pricing and incentive programs are subject to change, and the loss of, change in business relationship with or change in the behavior, including the timing of fulfillment, of any key vendor partners, or the diminished availability of their products, may impact the timing of our sales or could reduce the supply and increase the cost of the products we sell. While we maintain existing relationships with large vendors, there is no guarantee that our vendor partners will continue to develop or produce information technology products that are popular with our clients. We maintain the ability to evolve our vendor relationships as necessary to respond to market trends.

72

Seasonality: Our results may be affected by slight variances as a result of seasonality we may experience across our business. This seasonality is typically driven by budget cycles and spending patterns across our diverse client base. For example, our local, state and federal government clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins October 1. Our private sector clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins January 1. It is not uncommon to experience a higher level of contract awards, funding actions and overall government and private demand for services in the final months and weeks of the government and private fiscal years, respectively. Consequently, our revenue in the first and second quarters of our fiscal year may be greater than revenue recognized in the third and fourth quarters of our fiscal year.

Components of Results of Operations

There are a number of factors that impact the revenue and margin profile of the solutions we provide, including, but not limited to, solution and technology complexity, technical expertise requiring the combination of products and value-added services provided, as well as other elements that may be specific to a particular engagement.

Revenue and cost of revenue: Revenue from the sale of our solutions is primarily comprised of the sale of third-party products, software and maintenance along with the sale of Company and third-party services. We separately present product revenue and service revenue, along with the associated cost of revenue, in our consolidated statements of operations.

Product revenue: Our product revenue includes:

Revenue for hardware and software: Revenue from the sale of hardware and software products is generally recognized on a gross basis with the selling price to the client recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of vendor rebates. Revenue is generally recognized when the title and risk of loss are passed to the client. Hardware and software items can be delivered to clients in a variety of ways including as physical products shipped from our warehouse, via drop-shipment by the vendor or supplier, or via electronic delivery for software licenses.

Revenue for maintenance contracts: Revenue from the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by our third-party providers and as a result, we are acting as an agent and recognize revenue on a net basis at the date of sale, with revenue being equal to the gross margin on the transaction. As we are under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

Revenue from leasing arrangements: Revenue recognition for information technology hardware and software products leased to clients is based on the type of the lease. Each lease is classified as either a direct financing lease, sales-type lease or operating lease. The majority of our leases are sales-type leases. At the inception of a sales-type lease, the present value of the non-cancelable rentals is recorded as revenue and equipment costs, less the present value of the estimated residual values, are recorded in cost of revenue. At the inception of an operating lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in our consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Monthly payments are recorded as revenue within our consolidated statements of operations, with the depreciation expense associated with the equipment recorded in cost of product revenue.

73

Service revenue: Our service revenue includes consulting and integration services, project management, managed services and support services.

Revenue for professional services: Revenue for professional services is generally recognized as the services are performed. For time and material service contracts, revenue is recognized at the contractual hourly rates for the hours performed during the period. For fixed price service contracts, revenue is recognized on a proportional performance method based on the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Cost of revenue associated with professional services includes the compensation, benefits and other costs associated with our delivery and project management engineering team, as well as costs charged by subcontractors.

Revenue for managed services: Revenue for managed services is generally recognized on a straight-line basis over the term of the arrangement. We may incur upfront costs associated with professional and managed services including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided as cost of revenue. In addition, cost of revenue includes the compensation, benefits and other costs associated with our managed services engineering team, costs charged by subcontractors and depreciation of the software used to deliver our managed services.

Gross margin: Our product gross margin is impacted by the complexity of hardware and software sold in our solutions, as well as the mix of third-party maintenance contracts. As described previously, our third-party maintenance sales are recognized on a net basis, resulting in the gross margin being recognized as revenue. Accordingly, higher attach rates of maintenance contracts to the sale of hardware and more successful renewals of expiring contracts have a significant favorable impact to our gross margin percentage.

Our service gross margin is primarily impacted by our ability to deliver on fixed price professional services engagements within scope, the ability to keep our delivery engineers utilized and the hourly bill rate charged to clients. The complexity of the solutions sold to our clients may require specialized engineering capabilities that can favorably impact the bill rate we charge. Our service revenue also includes third-party services. Generally, a higher mix of professional services delivered by our delivery engineers has a favorable impact on service gross margin. In addition, our managed services gross margins are favorably impacted by our ability to negotiate longer contracts with our clients, as well as renewing contracts that expire at a high rate. Generally, a higher percentage of our overall revenue relates to services sold to our clients when the technology complexity of our solutions increases. Accordingly, our gross margins are favorably impacted by our ability to deliver more complex solutions, which include professional and managed services.

Operating expenses: Our operating expenses include selling expenses, general and administrative expenses, transaction costs, and depreciation and amortization.

Selling expenses are comprised of compensation (including share-based compensation), variable incentive pay and benefits related to our sales personnel along with travel expenses and other employee related costs. Variable incentive pay is largely driven by our gross margin performance. We expect selling expenses to increase as a result of higher gross margin, as well as continued investment in our direct and indirect sales resources.

General and administrative expenses are comprised of compensation (including share-based compensation) and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense. We expect general and administrative expenses to increase due to our growth and the incremental costs associated with being a public company. However, on a forward-looking basis, we generally expect general and administrative expenses to decline as a percentage of our total revenue as we realize the benefits of scale.

74

Transaction costs include acquisition-related expenses (such as stay and retention bonuses), severance charges, advisory and diligence fees, transaction-related legal, accounting, and tax fees, as well as professional fees and related out-of-pocket expenses associated with refinancing of debt and credit agreements. As a result of the transactions described in this prospectus, we expect transaction costs to be higher in the fiscal year ended June 30, 2017.

Depreciation and amortization primarily includes the amortization of acquired intangible assets associated with our acquisitions.

Total interest and other (income) expense: Total interest and other (income) expense primarily includes interest expense associated with our outstanding debt. In addition, we include losses on extinguishment of debt and other noncash gains or losses within total interest and other (income) expense.

History

Known originally as Integrated Solutions, Presidio was capitalized by an investor group in 2003 to address the need for an elite professional services firm that was focused on providing advanced technology solutions to middle-market businesses. Our early focus was to expand our regional presence and skill set expertise through both organic and acquisitive growth. By 2010, we had completed six acquisitions that complemented our core competencies, helping expand Presidio’s presence to 33 offices in 18 states.

On February 2, 2015, the Apollo Funds acquired Presidio Holdings Inc., at which time Presidio Holdings Inc. became a direct wholly owned subsidiary of the Company. We applied the acquisition method of accounting that created a new basis of accounting for the Company as of that date. Our financial results with periods ending prior to February 2, 2015, have been termed those of “Predecessor,” while the financial results with periods ending subsequent to February 2, 2015, have been termed those of “Successor.”¹⁰ See Note 1 to the historical consolidated financial statements included elsewhere in this prospectus for additional disclosures.

On November 23, 2015, we acquired certain assets and assumed certain liabilities of Sequoia. The acquisition of Sequoia, a firm with cloud consulting and integration domain expertise, allowed us to provide hybrid cloud strategies and service delivery models for our clients.

On February 1, 2016, we acquired certain assets and assumed certain liabilities of Netech (the “Netech Acquisition”). The acquisition of Netech enables us to further broaden our portfolio of services and solutions and significantly expand our capabilities within the Midwestern United States.

The Netech Acquisition was funded through a combination of a new $150.0 million senior credit facility with a three-year maturity (the “February 2016 Credit Agreement”), an incremental $25.0 million term loan borrowing under our existing senior credit facility, a borrowing under the Receivables Securitization Facility and cash on hand.

On September 22, 2015, we entered into an agreement with a third party for the sale of our Atlantix Global Systems, LLC (“Atlantix”) subsidiary. Pursuant to that agreement, on October 22, 2015, we completed the sale of the Atlantix business to a third party.

¹⁰  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

75

Key Business Metrics

Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important of these measures include Total Revenue, Adjusted Revenue, Gross Margin, Adjusted EBITDA, Adjusted EBITDA margin, Net income (loss) and Adjusted Net Income.

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
Total Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6		$	1,459.5
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0
Gross margin	$	454.0		$	289.3		$	197.0		$	540.6		$	269.8		$	291.5
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9
Adjusted EBITDA margin		7.8	%		8.8	%		7.3	%		7.9	%		8.7	%		7.7	%
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9

Adjusted Revenue – Adjusted Revenue is a non-GAAP financial measure. We believe that Adjusted Revenue provides supplemental information with respect to our revenue activity associated with our ongoing operations. We define Adjusted Revenue as Total Revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions.

The reconciliation of Adjusted Revenue from Revenue for each of the periods presented is as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	1,374.6		$	1,459.5
Adjustments:
Revenue from disposed business		(116.1	)		(69.4	)		(46.0	)		(32.8	)		(32.8	)		—
Purchase accounting adjustments		—			—			1.3			1.6			1.1			0.5
Total adjustments		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(31.7	)		0.5
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	1,342.9		$	1,460.0

Adjusted EBITDA – Adjusted EBITDA is a non-GAAP financial measure. We believe Adjusted EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (a) the impact of our capitalization structure and (b) items that are not part of our day-to-day operations. We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense, and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. We define Adjusted EBITDA margin as the ratio of Adjusted EBITDA to Adjusted Revenue.

76

The reconciliation of Adjusted EBITDA from Net income (loss) for each of the periods presented is as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0
Total depreciation and amortization (1)		50.6			24.9			32.1			81.7			38.0			43.6
Interest and other (income) expense		34.6			28.7			47.5			98.5			46.5			42.5
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8			9.2			6.3
EBITDA		142.1			51.7			42.7			180.6			104.2			101.4
Adjustments:
Share-based compensation expense		5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (2)		—			—			4.9			3.9			2.2			0.6
Transaction costs (3)		14.8			42.6			21.3			20.6			8.9			6.0
Other costs (4)		13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (5)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Total adjustments		24.9			64.5			25.9			30.5			12.4			11.5
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	116.6		$	112.9

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (ii) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to acquisition-related severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (iii) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses

77

associated with debt refinancings; (iv) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (v) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (vi) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(4) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (ii) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (iii) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (iv) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (v) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (vi) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

Adjusted Net Income – Adjusted Net Income is a non-GAAP measure, which management uses in this prospectus in its evaluation of past performance and prospects for the future. We believe that Adjusted Net Income provides additional information regarding our operating performance while considering the interest expense associated with our outstanding debt, as well as the impact of depreciation on our fixed assets and income taxes. We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items.

78

The reconciliation of Adjusted Net Income from Net income (loss) for each of the periods presented is as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
Adjusted Net Income reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	10.5		$	9.0
Adjustments:
Amortization of intangible assets		38.3			18.3			26.4			67.2			31.4			36.8
Amortization of debt issuance costs		4.4			2.4			2.7			7.6			3.5			3.4
Loss on disposal of business		—			—			—			6.8			6.8			—
Loss on extinguishment of debt		2.7			7.5			0.7			9.7			0.1			0.8
Share-based compensation expense		5.5			20.1			1.0			2.2			1.2			1.0
Purchase accounting adjustments (1)		—			—			4.9			3.9			2.2			0.6
Transaction costs (2)		14.8			42.6			21.3			20.6			8.9			6.0
Other costs (3)		13.0			4.5			1.9			5.6			1.9			3.9
Earnings from disposed business (4)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(1.8	)		—
Income tax impact of adjustments (5)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(16.8	)		(14.6	)
Total adjustments		49.2			63.7			37.7			84.6			37.4			37.9
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	47.9		$	46.9

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (ii) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (iii) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (iv) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (v) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses,

79

$0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (vi) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(3) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (ii) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (iii) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (iv) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (v) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (vi) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Basis of Presentation and Results of Operations

In conjunction with the Presidio Acquisition on February 2, 2015 by the Apollo Funds, we have applied the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which creates a new basis of accounting as of that date. The consolidated statements of operations and cash flows with periods ending prior to February 2, 2015 are those of the Predecessor, while the consolidated statements of operations and cash flows with periods ending on or subsequent to June 30, 2015 are those of the Successor.¹¹

¹¹  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

80

Prior to the Presidio Acquisition, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. The consummation of the Presidio Acquisition effectuated a corresponding step-up in basis of accounting as Presidio Holdings Inc. was deemed significant to us. Consequently, the financial statements for all the Successor’s periods are not comparable to those of the Predecessor’s periods presented.

We have presented the results of operations for the Successor fiscal year ended June 30, 2016 and the Predecessor fiscal year ended June 30, 2014 compared to each of the separately presented Predecessor period from July 1, 2014 to February 1, 2015 and Successor period from November 20, 2014 to June 30, 2015. In addition, we have also included supplemental disclosures by comparing our historical periods to the “Pro Forma” fiscal year ended June 30, 2015, which represents the results of the Company for the fiscal year ended June 30, 2015 as if the Presidio Acquisition had occurred on July 1, 2014. We have determined that presenting the discussion and analysis of the results of operations in this manner promotes the overall usefulness of information presented in a manner consistent with how management reviews our performance. This approach may yield results that are not strictly comparable on a period to period basis and may not reflect the actual results we would have achieved if the Presidio Acquisition had occurred at the beginning of the period. Our historical results are not necessarily indicative of results that may be expected for any future period, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year. The information contained below should therefore be read in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this prospectus.

Each of the unaudited Combined and Pro Forma statements of operations for the fiscal year ended June 30, 2015 should be read in conjunction with all other sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notes included elsewhere in this prospectus.

The unaudited pro forma financial information set forth below is based upon available information and assumptions that we believe are reasonable. The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the Presidio Acquisition occurred on the date indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information included under the headings “Selected Historical Consolidated Financial Data,” “Capitalization,” “Use of Proceeds,” “Description of Capital Stock” and the audited consolidated financial statements and related notes of the Company included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated financial information.

81

Combined Fiscal Year Ended June 30, 2015 and Pro Forma Fiscal Year Ended June 30, 2015

	Predecessor July 1, 2014 to February 1, 2015			Successor November 20, 2014 to June 30, 2015			Combined fiscal year ended June 30, 2015			Adjustments			Pro Forma fiscal year ended June 30, 2015
Revenue
Product	$	1,201.4		$	848.0		$	2,049.4		$	—		$	2,049.4
Service		191.4			137.5			328.9			(1.2	)(a)		327.7
Total revenue		1,392.8			985.5			2,378.3			(1.2	)		2,377.1
Cost of revenue
Product		952.9			679.9			1,632.8			(3.1	)(b)		1,629.7
Service		150.6			108.6			259.2			—			259.2
Total cost of revenue		1,103.5			788.5			1,892.0			(3.1	)		1,888.9
Gross margin		289.3			197.0			486.3			1.9			488.2
Product gross margin		248.5			168.1			416.6						419.7
Service gross margin		40.8			28.9			69.7						68.5
Product gross margin %		20.7	%		19.8	%		20.3	%					20.5	%
Service gross margin %		21.3	%		21.0	%		21.2	%					20.9	%
Total gross margin %		20.8	%		20.0	%		20.4	%					20.5	%
Operating expenses
Selling expenses		137.6			94.4			232.0			(7.8	)(c)		224.2
General and administrative expenses		59.9			40.5			100.4			(12.2	)(d)		88.2
Transaction costs		42.6			21.3			63.9			(61.3	)(e)		2.6
Depreciation and amortization		22.4			30.2			52.6			18.8	(f)		71.4
Total operating expenses		262.5			186.4			448.9			(62.5	)		386.4
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		14.0	%					13.1	%
Operating income		26.8			10.6			37.4			64.4			101.8
Interest and other (income) expense
Interest expense		21.4			46.7			68.1			13.1	(g)		81.2
Loss on extinguishment of debt		7.5			0.7			8.2			(8.2	)(h)		—
Other (income) expense, net		(0.2	)		0.1			(0.1	)		—			(0.1	)
Total interest and other (income) expense		28.7			47.5			76.2			4.9			81.1
Income (loss) before income taxes		(1.9	)		(36.9	)		(38.8	)		59.5			20.7
Income tax expense (benefit)		3.2			(12.6	)		(9.4	)		19.6	(i)		10.2
Net income (loss)	$	(5.1	)	$	(24.3	)	$	(29.4	)	$	39.9		$	10.5

(a) Reflects the pro forma adjustment to revenue related to the reduction in fair value of deferred revenue due to the Presidio Acquisition as if it occurred on July 1, 2014. Amortization of this balance is recognized as the incremental cost to fulfill the services are provided under the corresponding contracts.

(b) Reflects the pro forma adjustment to cost of revenue related to the removal of increased cost of revenue resulting from the fair value measurement of inventory balances associated with the Presidio Acquisition.

82

(c) Reflects the removal of share-based compensation expense due to the acceleration of vesting of share based awards to employees as a result of the Presidio Acquisition. A total of $18.5 million of historical share based compensation expense was recognized as a result of the transaction during the year ended June 30, 2015, of which $7.8 million is included in historical selling expenses. The remaining $10.7 million is included in historical general and administrative expenses for the fiscal year ended June 30, 2015 as detailed in (d) below. This expense is considered to be directly related to the Presidio Acquisition and is not expected to have a continuing impact on the Company; therefore, it has been excluded from the unaudited pro forma condensed consolidated statement of operations.

(d) Reflects the removal of the $10.7 million of share based compensation expense described in footnote (c) above, as well as $1.5 million of historical annual management fees paid to the former owners of the Predecessor.

(e) Reflects the removal of $62.2 million of acquisition related costs included in the historical consolidated financial statements of the Company for the fiscal year ended June 30, 2015 that are directly attributable to the Presidio Acquisition and the recognition of $0.9 million of compensation expense associated with a retention bonus payable to certain employees and members of management which will be paid over thirty months in connection with Presidio Acquisition.

(f) Reflects the pro forma adjustment to amortization expense to reflect incremental amortization expense applicable to intangible assets identified as part of the purchase price allocation associated with the Presidio Acquisition.

(g) Reflects the pro forma adjustment to interest expense associated with the Presidio Acquisition including additional interest expense on term loan borrowings under the February 2015 Credit Agreement, the Senior Notes, the Subordinated Notes, the Receivables Securitization Facility and the revolving credit facility, as well as noncash amortization of the related debt issuance costs.

(h) Reflects the pro forma adjustment to remove $8.2 million of losses on extinguishment of debt associated with the Presidio Acquisition.

(i) The amount of income tax expense attributable to the pro forma adjustments has been computed by applying the Company’s assumed blended U.S. federal and state statutory income tax rate of 39.0% to pro forma income before income taxes adjusted for non-deductible expenses.

Historical Periods—Results of Operations

• Six months ended December 31, 2016 compared to six months ended December 31, 2015;

• Successor fiscal year ended June 30, 2016 compared to Successor period from November 20, 2014 to June 30, 2015¹² and Predecessor period from July 1, 2014 to February 1, 2015; and

• Successor period from November 20, 2014 to June 30, 2015¹³ and Predecessor period from July 1, 2014 to February 1, 2015 compared to Predecessor fiscal year ended June 30, 2014.

Supplemental Periods—Results of Operations

• Fiscal year ended June 30, 2016, compared to Pro Forma fiscal year ended June 30, 2015; and

• Pro Forma fiscal year ended June 30, 2015, compared to fiscal year ended June 30, 2014.

¹²  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

¹³  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

83

Six Months Ended December 31, 2016 Compared to the Six Months Ended December 31, 2015

	Six months ended December 31, 2015			Six months ended December 31, 2016			Change
							$			%
Revenue
Product	$	1,190.4		$	1,238.6		$	48.2			4.0	%
Service		184.2			220.9			36.7			19.9	%
Total revenue		1,374.6			1,459.5			84.9			6.2	%
Cost of revenue
Product		958.4			991.0			32.6			3.4	%
Service		146.4			177.0			30.6			20.9	%
Total cost of revenue		1,104.8			1,168.0			63.2			5.7	%
Gross margin		269.8			291.5			21.7			8.0	%
Product gross margin		232.0			247.6			15.6			6.7	%
Service gross margin		37.8			43.9			6.1			16.1	%
Product gross margin %		19.5	%		20.0	%					0.5	%
Service gross margin %		20.5	%		19.9	%					(0.6	%)
Total gross margin %		19.6	%		20.0	%					0.4	%
Operating expenses
Selling expenses		114.5			134.1			19.6			17.1	%
General and administrative		44.9			52.8			7.9			17.6	%
Transaction costs		8.9			6.0			(2.9	)		(32.6	)%
Depreciation and amortization		35.3			40.8			5.5			15.6	%
Total operating expenses		203.6			233.7			30.1			14.8	%
Selling, general and administrative expenses % of total revenue		11.6	%		12.8	%					1.2	%
Operating income		66.2			57.8			(8.4	)		(12.7	%)
Interest and other (income) expense
Interest expense		39.4			41.6			2.2			5.6	%
Loss on disposal of business		6.8			—			(6.8	)		(100.0	%)
Loss on extinguishment of debt		0.1			0.8			0.7			700.0	%
Other (income) expense, net		0.2			0.1			(0.1	)		(50.0	%)
Total interest and other (income) expense		46.5			42.5			(4.0	)		(8.6	%)
Income before income taxes		19.7			15.3			(4.4	)		(22.3	%)
Income tax expense		9.2			6.3			(2.9	)		(31.5	%)
Net income	$	10.5		$	9.0		$	(1.5	)		(14.3	%)
Adjusted EBITDA	$	116.6		$	112.9		$	(3.7	)		(3.2	%)
Adjusted Net Income	$	47.9		$	46.9		$	(1.0	)		(2.1	%)

84

The following table presents a reconciliation of Net income to Adjusted EBITDA for the six months ended December 31, 2016 and the six months ended December 31, 2015.

	Six months ended December 31, 2015			Six months ended December 31, 2016
Adjusted EBITDA Reconciliation:
Net income	$	10.5		$	9.0
Total depreciation and amortization (1)		38.0			43.6
Interest and other (income) expense		46.5			42.5
Income tax expense		9.2			6.3
EBITDA		104.2			101.4
Adjustments:
Share-based compensation expense		1.2			1.0
Purchase accounting adjustments (2)		2.2			0.6
Transaction costs (3)		8.9			6.0
Other costs (4)		1.9			3.9
Earnings from disposed business (5)		(1.8	)		—
Total adjustments		12.4			11.5
Adjusted EBITDA	$	116.6		$	112.9

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (1) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (2) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(4) “Other costs” (1) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (2) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

85

The following table presents a reconciliation of Net income to Adjusted Net Income for the six months ended December 31, 2016 and the six months ended December 31, 2015.

	Six months ended December 31, 2015			Six months ended December 31, 2016
Adjusted Net Income reconciliation:
Net income	$	10.5		$	9.0
Adjustments:
Amortization of intangible assets		31.4			36.8
Amortization of debt issuance costs		3.5			3.4
Loss on disposal of business		6.8			—
Loss on extinguishment of debt		0.1			0.8
Share-based compensation expense		1.2			1.0
Purchase accounting adjustments (1)		2.2			0.6
Transaction costs (2)		8.9			6.0
Other costs (3)		1.9			3.9
Earnings from disposed business (4)		(1.8	)		—
Income tax impact of adjustments (5)		(16.8	)		(14.6	)
Total adjustments		37.4			37.9
Adjusted Net Income	$	47.9		$	46.9

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (1) of $8.9 million for the six months ended December 31, 2015 includes acquisition-related expenses of $1.0 million related to stay and retention bonuses, $0.9 million related to severance charges, $3.5 million related to transaction-related advisory and diligence fees and $3.5 million related to transaction-related legal, accounting and tax fees; and (2) of $6.0 million for the six months ended December 31, 2016 includes acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

(3) “Other costs” (1) of $1.9 million for the six months ended December 31, 2015 includes expenses of $0.4 million associated with the integration of previously acquired managed services platforms into one system, $1.0 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.5 million; and (2) of $3.9 million for the six months ended December 31, 2016 includes $3.6 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and $0.3 million related to severance charges.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

86

Revenue

	Six months ended December 31, 2015		Six months ended December 31, 2016		Change
					$		%
Revenue
Product	$	1,190.4	$	1,238.6	$	48.2		4.0	%
Service		184.2		220.9		36.7		19.9	%
Total revenue	$	1,374.6	$	1,459.5	$	84.9		6.2	%

Total revenue increased $84.9 million, or 6.2%, to $1,459.5 million for the six months ended December 31, 2016, compared to total revenue of $1,374.6 million for the six months ended December 31, 2015. Excluding the $32.8 million of revenue associated with our Atlantix business in the six months ended December 31, 2015, total revenue increased 8.8%. The increase in total revenue resulted from a higher proportion of engineering and consulting services as part of our solutions, as well as from the Netech Acquisition, partly offset by changes in the timing of client engagements at the end of the period.

Revenue from sales of product increased $48.2 million, or 4.0%, to $1,238.6 million for the six months ended December 31, 2016, compared to product revenue of $1,190.4 million for the six months ended December 31, 2015. Excluding the $32.7 million of revenue associated with our Atlantix business in the six months ended December 31, 2015, product revenue increased 7.0%. Higher customer demand for data center and mobility solutions was further enhanced by higher growth in third party support revenue, as well as the addition of Netech.

Revenue from sales of services increased $36.7 million, or 19.9%, to $220.9 million for the six months ended December 31, 2016, compared to service revenue of $184.2 million for the six months ended December 31, 2015, driven by increased demand for our professional, managed, and cloud services in connection with the greater complexity of solutions sold.

	Six months ended December 31, 2015		Six months ended December 31, 2016		Change
					$		%
Revenue
Cloud	$	193.7	$	248.1	$	54.4		28.1	%
Security		130.0		136.5		6.5		5.0	%
Digital Infrastructure		1,050.9		1,074.9		24.0		2.3	%
Total revenue	$	1,374.6	$	1,459.5	$	84.9		6.2	%

Cloud revenue increased $54.4 million, or 28.1%, to $248.1 million in the six months ended December 31, 2016, compared to $193.7 million for the six months ended December 31, 2015, a result of strong client demand in all market sectors, particularly with middle-market clients. In the middle market, growth was driven by both healthcare and professional services clients. Large market client growth was driven by demand from professional services and media clients.

Security revenue increased $6.5 million, or 5.0%, to $136.5 million in the six months ended December 31, 2016, compared to $130.0 million in the six months ended December 31, 2015, driven by higher demand from middle-market clients including information technology and education clients.

87

Digital Infrastructure revenue grew $24.0 million, or 2.3%, from $1,050.9 million in the six months ended December 31, 2015 to $1,074.9 million in the six months ended December 31, 2016. Middle-market education customers as well as healthcare clients experienced continued strong demand for core infrastructure solutions.

Gross Margin

	Six months ended December 31, 2015			Six months ended December 31, 2016			Change
							$		%
Gross Margin
Product	$	232.0		$	247.6		$	15.6		6.7	%
Service		37.8			43.9			6.1		16.1	%
Gross margin	$	269.8		$	291.5		$	21.7		8.0	%
Product gross margin %		19.5	%		20.0	%				0.5	%
Service gross margin %		20.5	%		19.9	%				(0.6	%)
Total gross margin %		19.6	%		20.0	%				0.4	%

Total gross margin increased $21.7 million or 8.0% to $291.5 million for the six months ended December 31, 2016, as compared to $269.8 million for the six months ended December 31, 2015, a result of an increase in total revenue of 6.2% between periods and the sale of higher margin solutions. Excluding the $7.5 million of gross margin associated with our Atlantix business in the six months ended December 31, 2015, gross margin increased 11.1%. As a percentage of total revenue, total gross margin increased 40 basis points to 20.0% for the six months ended December 31, 2016, up from 19.6% of revenue for the six months ended December 31, 2015.

Product gross margin as a percentage of revenue was 20.0% for the six months ended December 31, 2016, an increase of 50 basis points from 19.5% for the six months ended December 31, 2015. The increase in gross margin percentage was due to higher margin product offerings attributable to increased sales of third party support services.

Services gross margin as a percentage of revenue was 19.9% for the six months ended December 31, 2016, a decrease of 60 basis points from 20.5% for the six months ended December 31, 2015. The decrease in gross margin percentage was due to expanded gross margins on engineering, consulting and managed services that were more than offset by $2.9 million of expenses associated with investments in new cloud-related service offerings which negatively impacted the service gross margin percentage. Excluding the expense associated with cloud investments, service gross margins as a percentage of revenue was 21.2% for the six months ended December 31, 2016.

Operating Expenses

	Six months ended December 31, 2015			Six months ended December 31, 2016			Change
							$			%
Operating expenses
Selling expenses	$	114.5		$	134.1		$	19.6			17.1	%
General and administrative		44.9			52.8			7.9			17.6	%
Selling, general and administrative costs		159.4			186.9			27.5			17.3	%
Transaction costs		8.9			6.0			(2.9	)		(32.6	%)
Depreciation and amortization		35.3			40.8			5.5			15.6	%
Total operating expenses	$	203.6		$	233.7		$	30.1			14.8	%
Selling, general and administrative expenses % of total revenue		11.6	%		12.8	%					1.2	%

88

Selling expenses are comprised of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are comprised of administration compensation and benefits, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense. We define selling, general and administrative expenses (“SG&A”) as the sum of selling expenses and general and administrative expenses. SG&A increased $27.5 million or 17.3% to $186.9 million during the six months ended December 31, 2016, up from $159.4 million for the six months ended December 31, 2015. The growth in SG&A was primarily attributed to (1) $21.9 million of additional expenses associated with Netech’s employees, facilities and other expenses, (2) $8.1 million of expense associated with investment in direct sales and sales support personnel within high-growth solution offerings including cloud and security, and (3) $3.3 million of expense associated with increases in administrative personnel and other administrative expenses partly offset by a reduction of $5.8 million of expense associated with Atlantix. SG&A as a percent of revenue increased 120 basis points to 12.8% of revenue for the six months ended December 31, 2016 compared to 11.6% of revenue for the six months ended December 31, 2015.

Transaction costs primarily relate to professional fees and other costs incurred as a result of transaction-related activities. In the six months ended December 31, 2016, $6.0 million of transaction costs were incurred including acquisition-related expenses of $2.2 million related to stay and retention bonuses, $3.4 million related to transaction-related advisory and diligence fees and $0.4 million related to transaction-related legal, accounting and tax fees.

Depreciation and amortization expense included in operating expenses increased $5.5 million or 15.6% to $40.8 million for the six months ended December 31, 2016, from $35.3 million for the six months ended December 31, 2015, primarily as a result of increased amortization expense associated with acquired intangible assets associated with the Netech Acquisition.

Interest and Other (Income) Expense

	Six months ended December 31, 2015		Six months ended December 31, 2016		Change
					$			%
Interest and other (income) expense
Interest expense	$	39.4	$	41.6	$	2.2			5.6	%
Loss on disposal of business		6.8		—		(6.8	)		(100.0	%)
Loss on extinguishment of debt		0.1		0.8		0.7			700.0	%
Other (income) expense, net		0.2		0.1		(0.1	)		(50.0	%)
Total interest and other (income) expense	$	46.5	$	42.5	$	(4.0	)		(8.6	%)

Interest and other (income) expense decreased $4.0 million or 8.6% to $42.5 million for the six months ended December 31, 2016, from $46.5 million in the six months ended December 31, 2015. The net decrease related to the loss on disposal of business incurred in the six months ended December 31, 2015 that did not reoccur in the current period, partially offset by higher interest expense for the six months ended December 31, 2016 resulting from higher debt balances and a loss on extinguishment of debt associated with a $25.0 million term loan prepayment.

89

Income Tax Expense

	Six months ended December 31, 2015		Six months ended December 31, 2016		Change
					$			%
Income before income taxes	$	19.7	$	15.3	$	(4.4	)		(22.3	%)
Income tax expense		9.2		6.3		(2.9	)		(31.5	%)
Net income	$	10.5	$	9.0	$	(1.5	)		(14.3	%)

The income tax expense of $6.3 million in the six months ended December 31, 2016 decreased $2.9 million from $9.2 million of income tax expense in the six months ended December 31, 2015 primarily due to a decrease in pre-tax income. The effective tax rate was 41.2% in the six months ended December 31, 2016 compared to 46.7% in the six months ended December 31, 2015, the result of a smaller impact of permanent non-deductible expenses and a slight decrease in state effective tax rate.

Adjusted EBITDA

Adjusted EBITDA decreased $3.7 million or 3.2% to $112.9 million for the six months ended December 31, 2016, from $116.6 million for the six months ended December 31, 2015, reflecting strong revenue and gross margin growth offset by the investments we have made in high-growth areas of our business.

Adjusted Net Income

Adjusted Net Income decreased $1.0 million, or 2.1%, to $46.9 million for the six months ended December 31, 2016, from $47.9 million in the six months ended December 31, 2015, reflecting strong revenue and gross margin growth offset by the investments we have made in high-growth areas of our business.

90

Successor Fiscal Year Ended June 30, 2016 compared to Successor period from November 20, 2014 to June 30, 2015¹⁴ and Predecessor period from July 1, 2014 to February 1, 2015

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Revenue
Product	$	1,201.4		$	848.0		$	2,319.8
Service		191.4			137.5			395.1
Total revenue		1,392.8			985.5			2,714.9
Cost of revenue
Product		952.9			679.9			1,866.5
Service		150.6			108.6			307.8
Total cost of revenue		1,103.5			788.5			2,174.3
Gross margin		289.3			197.0			540.6
Product gross margin		248.5			168.1			453.3
Service gross margin		40.8			28.9			87.3
Product gross margin %		20.7	%		19.8	%		19.5	%
Service gross margin %		21.3	%		21.0	%		22.1	%
Total gross margin %		20.8	%		20.0	%		19.9	%
Operating expenses
Selling expenses		137.6			94.4			248.2
General and administrative		59.9			40.5			96.9
Transaction costs		42.6			21.3			20.6
Depreciation and amortization		22.4			30.2			76.0
Total operating expenses		262.5			186.4			441.7
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		12.7	%
Operating income		26.8			10.6			98.9
Interest and other (income) expense
Interest expense		21.4			46.7			81.9
Loss on disposal of business		—			—			6.8
Loss on extinguishment of debt		7.5			0.7			9.7
Other (income) expense, net		(0.2	)		0.1			0.1
Total interest and other (income) expense		28.7			47.5			98.5
Income (loss) before income taxes		(1.9	)		(36.9	)		0.4
Income tax expense (benefit)		3.2			(12.6	)		3.8
Net loss	$	(5.1	)	$	(24.3	)	$	(3.4	)

Revenue

	Predecessor		Successor
	July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Revenue
Product	$	1,201.4	$	848.0	$	2,319.8
Service		191.4		137.5		395.1
Total revenue	$	1,392.8	$	985.5	$	2,714.9

¹⁴  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

91

Total revenue was $2,714.9 million for the fiscal year ended June 30, 2016, which consisted of product revenue of $2,319.8 million and service revenue of $395.1 million, compared to total revenue of $985.5 million for the Successor period from November 20, 2014 to June 30, 2015, which consisted of product revenue of $848.0 million and service revenue of $137.5 million, and total revenue of $1,392.8 million for the Predecessor period from July 1, 2014 to February 1, 2015, which consisted of product revenue of $1,201.4 million and service revenue of $191.4 million.

	Predecessor		Successor
	July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Revenue by solution area
Cloud	$	184.1	$	108.9	$	391.7
Security		90.5		65.8		249.4
Digital Infrastructure		1,118.2		810.8		2,073.8
Total revenue	$	1,392.8	$	985.5	$	2,714.9

Total revenue for the fiscal year ended June 30, 2016 consisted of Cloud revenue of $391.7 million, or 14.4% of total revenue, Security revenue of $249.4 million, or 9.2% of total revenue, and Digital Infrastructure revenue of $2,073.8 million, or 76.4% of total revenue. For the Successor period from November 20, 2014 to June 30, 2015, total revenue consisted of Cloud revenue of $108.9 million, or 11.1% of total revenue, Security revenue of $65.8 million, or 6.7% of total revenue, and Digital Infrastructure revenue of $810.8 million, or 82.2% of total revenue. For the Predecessor period from July 1, 2014 to February 1, 2015, total revenue consisted of Cloud revenue of $184.1 million, or 13.2% of total revenue, Security revenue of $90.5 million, or 6.5% of total revenue, and Digital Infrastructure revenue of $1,118.2 million, or 80.3% of total revenue.

Gross Margin

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Gross margin
Product	$	248.5		$	168.1		$	453.3
Service		40.8			28.9			87.3
Gross margin	$	289.3		$	197.0		$	540.6
Product gross margin %		20.7	%		19.8	%		19.5	%
Service gross margin %		21.3	%		21.0	%		22.1	%
Total gross margin %		20.8	%		20.0	%		19.9	%

Gross margin for the fiscal year ended June 30, 2016 was $540.6 million, or 19.9% of total revenue, which consisted of product gross margin of $453.3 million, or 19.5% of product revenue, and service gross margin of $87.3 million, or 22.1% of service revenue. The product gross margin percentage was impacted by a lower proportion of third-party support services revenue. The service gross margin percentage included the impact of costs associated with the completion of our customer migration to a unified managed services platform, costs incurred as a result of the expansion of our cloud services capabilities in connection with the Sequoia acquisition and the mix of our professional services.

Gross margin for the Successor period from November 20, 2014 to June 30, 2015 was $197.0 million, or 20.0% of total revenue, which consisted of product gross margin of $168.1 million, or 19.8% of product revenue, and service gross margin of $28.9 million, or 21.0% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue partially offset by lower margin

92

product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the Predecessor period from July 1, 2014 to February 1, 2015 was $289.3 million, or 20.8% of total revenue, which consisted of product gross margin of $248.5 million, or 20.7% of product revenue, and service gross margin of $40.8 million, or 21.3% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue and higher margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Operating Expenses

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Operating expenses
Selling expenses	$	137.6		$	94.4		$	248.2
General and administrative		59.9			40.5			96.9
Selling, general and administrative costs		197.5			134.9			345.1
Transaction costs		42.6			21.3			20.6
Depreciation and amortization		22.4			30.2			76.0
Total operating expenses	$	262.5		$	186.4		$	441.7
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		12.7	%

Selling expenses are composed of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are composed of compensation and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense.

For the fiscal year ended June 30, 2016, SG&A was $345.1 million, or 12.7% of total revenue, which consisted of selling expenses of $248.2 million and general and administrative expenses of $96.9 million. For the Successor period from November 20, 2014 to June 30, 2015, SG&A was $134.9 million, or 13.7% of total revenue, which consisted of selling expenses of $94.4 million and general and administrative expenses of $40.5 million. Selling expenses in the period were driven higher by increased variable incentive pay to our sales force on higher gross margin dollars in the period. For the Predecessor period from July 1, 2014 to February 1, 2015, SG&A was $197.5 million, or 14.2% of total revenue, which consisted of selling expenses of $137.6 million and general and administrative expenses of $59.9 million. Excluding the impact of $20.1 million of share-based compensation, largely due to the acceleration of vesting of share-based awards to employees as a result of the Presidio Acquisition, SG&A was $177.4 million, or 12.7% of total revenue, in the period.

Transaction costs of $20.6 million for the fiscal year ended June 30, 2016 primarily related to professional fees and related expenses incurred as a result of diligence, acquisition and disposition activity, including expenses associated with proposed acquisitions that were not completed, transaction-related costs associated with the acquisitions of Sequoia and Netech and expenses associated with the disposition of Atlantix. Transaction costs of $21.3 million during the Successor period from November 20, 2014 to June 30, 2015 primarily related to professional fees and related costs of the Successor in connection with the Presidio

93

Acquisition, including legal and accounting due diligence efforts, advisory fees and related expenses. Transaction costs of $42.6 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to professional fees and related costs of the Predecessor in connection with the Presidio Acquisition including success-based advisory and transaction fees, accounting and tax fees, legal fees and other related costs and expenses.

Depreciation and amortization expense included in operating expenses was $76.0 million for the fiscal year ended June 30, 2016, primarily related to the $67.2 million of amortization of intangible assets associated with the Presidio Acquisition, the Netech Acquisition and the Sequoia acquisition compared to $30.2 million during the Successor period from November 20, 2014 to June 30, 2015, primarily related to amortization of intangible assets associated with the Presidio Acquisition, and $22.4 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to the amortization of previously acquired intangible assets.

Interest and Other (Income) Expense

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Interest and other (income) expense
Interest expense	$	21.4		$	46.7	$	81.9
Loss on disposal of business		—			—		6.8
Loss on extinguishment of debt		7.5			0.7		9.7
Other (income) expense, net		(0.2	)		0.1		0.1
Total interest and other (income) expense	$	28.7		$	47.5	$	98.5

Interest and other (income) expense was $98.5 million for the fiscal year ended June 30, 2016, which primarily includes interest expense of $81.9 million associated with debt outstanding in the period. In addition, during the fiscal year ended June 30, 2016, we incurred a $6.8 million loss associated with the disposition of the Atlantix business, as well as $9.7 million in losses on early extinguishment of debt. During the Successor period from November 20, 2014 to June 30, 2015, interest and other (income) expense was $47.5 million, primarily related to interest on debt issued in connection with the Presidio Acquisition. During the Predecessor period from July 1, 2014 to February 1, 2015, interest and other (income) expense was $28.7 million, primarily related to interest associated with Predecessor debt outstanding in the period, along with a $7.5 million loss on extinguishment of debt associated with the Presidio Acquisition.

Income Tax Expense

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Income (loss) before income taxes	$	(1.9	)	$	(36.9	)	$	0.4
Income tax expense (benefit)		3.2			(12.6	)		3.8
Net loss	$	(5.1	)	$	(24.3	)	$	(3.4	)

Income tax expense was $3.8 million for the fiscal year ended June 30, 2016 compared to an income tax benefit of $12.6 million for the Successor period from November 20, 2014 to June 30, 2015 and income tax expense of $3.2 million for the Predecessor period from July 1, 2014 to February 1, 2015. The effective tax rate

94

was 950.0% for the fiscal year ended June 30, 2016 compared to 34.1% for the Successor period from November 20, 2014 to June 30, 2015 and (168.4)% for the Predecessor period from July 1, 2014 to February 1, 2015. Our effective income tax rate for the fiscal year ended June 30, 2016 was significantly higher than the statutory rate, primarily due to the impact of the nominally small pre-tax income of $0.4 million, unfavorable permanent differences and the impact of the revaluation of deferred tax balances related to the state tax rate change. Our effective tax rate of 34.1% for the Successor period from November 20, 2014 to June 30, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. Our effective tax rate of (168.4)% for the Predecessor period from July 1, 2014 to February 1, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period.

95

Successor period from November 20, 2014 to June 30, 2015¹⁵ and Predecessor period from July 1, 2014 to February 1, 2015 compared to Predecessor Fiscal Year Ended June 30, 2014

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Revenue
Product	$	1,945.0		$	1,201.4		$	848.0
Service		321.0			191.4			137.5
Total revenue		2,266.0			1,392.8			985.5
Cost of revenue
Product		1,561.1			952.9			679.9
Service		250.9			150.6			108.6
Total cost of revenue		1,812.0			1,103.5			788.5
Gross margin		454.0			289.3			197.0
Product gross margin		383.9			248.5			168.1
Service gross margin		70.1			40.8			28.9
Product gross margin %		19.7	%		20.7	%		19.8	%
Service gross margin %		21.8	%		21.3	%		21.0	%
Total gross margin %		20.0	%		20.8	%		20.0	%
Operating expenses
Selling expenses		211.1			137.6			94.4
General and administrative		90.7			59.9			40.5
Transaction costs		14.8			42.6			21.3
Depreciation and amortization		45.9			22.4			30.2
Total operating expenses		362.5			262.5			186.4
Selling, general and administrative expenses % of total revenue		13.3	%		14.2	%		13.7	%
Operating income		91.5			26.8			10.6
Interest and other (income) expense
Interest expense		34.3			21.4			46.7
Gain on interest rate swap agreements		(2.2	)		—			—
Loss on extinguishment of debt		2.7			7.5			0.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1
Total interest and other (income) expense		34.6			28.7			47.5
Income before income taxes		56.9			(1.9	)		(36.9	)
Income tax expense		24.4			3.2			(12.6	)
Net income	$	32.5		$	(5.1	)	$	(24.3	)

¹⁵  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

96

Revenue

	Predecessor				Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015
Revenue
Product	$	1,945.0	$	1,201.4	$	848.0
Service		321.0		191.4		137.5
Total revenue	$	2,266.0	$	1,392.8	$	985.5

Total revenue was $985.5 million for the Successor period from November 20, 2014 to June 30, 2015, which consisted of product revenue of $848.0 million and service revenue of $137.5 million, and total revenue was $1,392.8 million for the Predecessor period from July 1, 2014 to February 1, 2015, which consisted of product revenue of $1,201.4 million and service revenue of $191.4 million, compared to total revenue of $2,266.0 million for the fiscal year ended June 30, 2014, which consisted of product revenue of $1,945.0 million and service revenue of $321.0 million.

	Predecessor				Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015
Revenue by solution area
Cloud	$	220.2	$	184.1	$	108.9
Security		142.0		90.5		65.8
Digital Infrastructure		1,903.8		1,118.2		810.8
Total revenue	$	2,266.0	$	1,392.8	$	985.5

Total revenue for the Successor period from November 20, 2014 to June 30, 2015 was comprised of Cloud revenue of $108.9 million, or 11.1% of total revenue, Security revenue of $65.8 million, or 6.7% of total revenue, and Digital Infrastructure revenue of $810.8 million, or 82.2% of total revenue. For the Predecessor period from July 1, 2014 to February 1, 2015, total revenue consisted of Cloud revenue of $184.1 million, or 13.2% of total revenue, Security revenue of $90.5 million, or 6.5% of total revenue, and Digital Infrastructure revenue of $1,118.2 million, or 80.3% of total revenue.

For the fiscal year ended June 30, 2014, total revenue was comprised of Cloud revenue of $220.2 million, or 9.7% of total revenue, Security revenue of $142.0 million, or 6.3% of total revenue, and Digital Infrastructure revenue of $1,903.8 million, or 84.0% of total revenue.

Gross Margin

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Gross margin
Product	$	383.9		$	248.5		$	168.1
Service		70.1			40.8			28.9
Gross margin	$	454.0		$	289.3		$	197.0
Product gross margin %		19.7	%		20.7	%		19.8	%
Service gross margin %		21.8	%		21.3	%		21.0	%
Total gross margin %		20.0	%		20.8	%		20.0	%

97

Gross margin for the Successor period from November 20, 2014 to June 30, 2015 was $197.0 million, or 20.0% of total revenue, which consisted of product gross margin of $168.1 million, or 19.8% of product revenue, and service gross margin of $28.9 million, or 21.0% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue, partially offset by lower margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the Predecessor period from July 1, 2014 to February 1, 2015 was $289.3 million, or 20.8% of total revenue, which consisted of product gross margin of $248.5 million, or 20.7% of product revenue, and service gross margin of $40.8 million, or 21.3% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue and higher margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the fiscal year ended June 30, 2014 was $454.0 million, or 20.0% of total revenue, which was comprised of product gross margin of $383.9 million, or 19.7% of product revenue, and service gross margin of $70.1 million, or 21.8% of service revenue. Product gross margin as a percentage of product revenue was a result of the sale of more complex technology and therefore more profitable projects, which feature unified communications, security and mobility elements. Service gross margin as a percentage of service revenue was a result of a strong utilization (i.e., the number of chargeable hours per person) of our engineers in our 2014 fiscal year, higher billed rates per hour for these services and the investments in additional engineering technicians in our 2013 fiscal year who became more fully utilized in our 2014 fiscal year.

Operating Expenses

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Operating expenses
Selling expenses	$	211.1		$	137.6		$	94.4
General and administrative		90.7			59.9			40.5
Selling, general and administrative costs		301.8			197.5			134.9
Transaction costs		14.8			42.6			21.3
Depreciation and amortization		45.9			22.4			30.2
Total operating expenses	$	362.5		$	262.5		$	186.4
Selling, general and administrative expenses % of total revenue		13.3	%		14.2	%		13.7	%

Selling expenses are composed of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are composed of compensation and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense.

For the Successor period from November 20, 2014 to June 30, 2015, SG&A was $134.9 million, or 13.7% of total revenue, which consisted of selling expenses of $94.4 million and general and administrative expenses of $40.5 million. Selling expenses in the period were driven higher by increased variable incentive pay to our sales force on higher gross margin dollars. For the Predecessor period from July 1, 2014 to February 1, 2015, SG&A was $197.5 million, or 14.2% of total revenue, which consisted of selling expenses of $137.6 million and general and administrative expenses of $59.9 million. Excluding the impact of $20.1 million of

98

share-based compensation, largely due to the acceleration of vesting of share-based awards to employees as a result of the Presidio Acquisition, SG&A was $177.4 million, or 12.7% of total revenue, in the period. For the fiscal year ended June 30, 2014, SG&A was $301.8 million, or 13.3% of total revenue, which consisted of selling expenses of $211.1 million and general and administrative expenses of $90.7 million. In the fiscal year 2014, we made an investment in additional sales personnel to support high-growth areas of our business and high variable incentive pay to our sales force occurred due to strong gross margin.

Transaction costs of $21.3 million during the Successor period from November 20, 2014 to June 30, 2015 primarily related to professional fees and related costs of the Successor in connection with the Presidio Acquisition, including legal and accounting due diligence efforts, advisory fees and related expenses. Transaction costs of $42.6 million during the Predecessor period from July 1, 2014 to February 1, 2015 primarily related to professional fees and related costs of the Predecessor in connection with the Presidio Acquisition, including success-based advisory and transaction fees, accounting and tax fees, legal fees and other related costs and expenses. Transaction costs of $14.8 million during the fiscal year ended June 30, 2014 included $13.0 million of professional fees and expenses related to our March 2014 dividend recapitalization financing and $1.8 million of expenses associated with our acquisitions of INX and BlueWater and from our acquisition by American Securities.

Depreciation and amortization expense included in operating expenses was $30.2 million during the Successor period from November 20, 2014 to June 30, 2015, primarily related to amortization of intangible assets associated with the Presidio Acquisition, and $22.4 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to the amortization of previously acquired intangible assets, compared to $45.9 million during the fiscal year ended June 30, 2014, primarily as a result of amortization expenses from our identifiable finite-lived intangible assets arising from the acquisitions of INX and BlueWater, as well as the American Securities transaction in fiscal year ended 2011.

Interest and Other (Income) Expense

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Interest and other (income) expense
Interest expense	$	34.3		$	21.4		$	46.7
Gain on interest rate swap agreements		(2.2	)		—			—
Loss on extinguishment of debt		2.7			7.5			0.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1
Total interest and other (income) expense	$	34.6		$	28.7		$	47.5

Interest and other (income) expense during the Successor period from November 20, 2014 to June 30, 2015 was $47.5 million, primarily related to interest on debt issued in connection with the Presidio Acquisition. During the Predecessor period from July 1, 2014 to February 1, 2015, interest and other (income) expense was $28.7 million, primarily related to interest associated with Predecessor debt outstanding in the period, along with a $7.5 million loss on extinguishment of debt associated with the Presidio Acquisition. During the fiscal year

99

ended June 30, 2014, interest and other (income) expense was $34.6 million, primarily as a result of interest expense from borrowings under our term loan facility.

Income Tax Benefit

	Predecessor					Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Income (loss) before income taxes	$	56.9	$	(1.9	)	$	(36.9	)
Income tax expense (benefit)		24.4		3.2			(12.6	)
Net income (loss)	$	32.5	$	(5.1	)	$	(24.3	)

Income tax benefit was $12.6 million for the Successor period from November 20, 2014 to June 30, 2015 and income tax expense was $3.2 million for the Predecessor period July 1, 2014 to February 1, 2015, compared to income tax expense of $24.4 million for the fiscal year ended June 30, 2014. The effective tax rate was 34.1% for the Successor period from November 20, 2014 to June 30, 2015 and (168.4)% for the Predecessor period July 1, 2014 to February 1, 2015, compared to 42.9% for the fiscal year ended June 30, 2014. Our effective tax rate of 34.1% for the Successor period from November 20, 2014 to June 30, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. Our effective tax rate of (168.4)% for the Predecessor period July 1, 2014 to February 1, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. The effective tax rate of 42.9% for the fiscal year ended June 30, 2014 resulted from additional income tax expense which was due to the true-up of the prior year’s accrued income tax expense to actual.

Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Supplemental MD&A”)

We have presented below the Pro Forma fiscal year ended June 30, 2015, which includes pro forma adjustments necessary to reflect the Presidio Acquisition as if it had occurred on July 1, 2014. Prior to the Presidio Acquisition, Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. The following information compares the Successor year ended June 30, 2016 to the Pro Forma year ended June 30, 2015, as well as the Pro Forma year ended June 30, 2015 to the Predecessor year ended June 30, 2014. We believe this Supplemental MD&A provides additional information to the reader about our financial performance, including changes in our revenue, gross margins and profitability in a manner consistent with how management views our performance.

100

Fiscal Year Ended June 30, 2016 Compared to Pro Forma Fiscal Year Ended June 30, 2015

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$			%
Revenue
Product	$	2,049.4		$	2,319.8		$	270.4			13.2	%
Service		327.7			395.1			67.4			20.6	%
Total revenue		2,377.1			2,714.9			337.8			14.2	%
Cost of revenue
Product		1,629.7			1,866.5			236.8			14.5	%
Service		259.2			307.8			48.6			18.8	%
Total cost of revenue		1,888.9			2,174.3			285.4			15.1	%
Gross margin		488.2			540.6			52.4			10.7	%
Product gross margin		419.7			453.3			33.6			8.0	%
Service gross margin		68.5			87.3			18.8			27.4	%
Product gross margin %		20.5	%		19.5	%					(1.0	%)
Service gross margin %		20.9	%		22.1	%					1.2	%
Total gross margin %		20.5	%		19.9	%					(0.6	%)
Operating expenses
Selling expenses		224.2			248.2			24.0			10.7	%
General and administrative		88.2			96.9			8.7			9.9	%
Transaction costs		2.6			20.6			18.0			692.3	%
Depreciation and amortization		71.4			76.0			4.6			6.4	%
Total operating expenses		386.4			441.7			55.3			14.3	%
Selling, general and administrative expenses % of total revenue		13.1	%		12.7	%					(0.4	%)
Operating income		101.8			98.9			(2.9	)		(2.8	)%
Interest and other (income) expense
Interest expense		81.2			81.9			0.7			0.9	%
Loss on disposal of business		—			6.8			6.8			n.m.
Loss on extinguishment of debt		—			9.7			9.7			n.m.
Other (income) expense, net		(0.1	)		0.1			0.2			(200.0	%)
Total interest and other (income) expense		81.1			98.5			17.4			21.5	%
Income (loss) before income taxes		20.7			0.4			(20.3	)		(98.1	%)
Income tax expense (benefit)		10.2			3.8			(6.4	)		(62.7	%)
Net income (loss)	$	10.5		$	(3.4	)	$	(13.9	)		n.m.
Adjusted EBITDA	$	184.8		$	211.1		$	26.3			14.2	%
Adjusted Net Income	$	63.8		$	81.2		$	17.4			27.3	%

n.m. – not meaningful

101

The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA for the fiscal year ended June 30, 2016 and the Pro Forma fiscal year ended June 30, 2015.

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	10.5		$	(3.4	)
Total depreciation and amortization (1)		75.8			81.7
Interest and other (income) expense		81.1			98.5
Income tax expense		10.2			3.8
EBITDA		177.6			180.6
Adjustments:
Share-based compensation expense		2.6			2.2
Purchase accounting adjustments (2)		3.0			3.9
Transaction costs (3)		2.6			20.6
Other costs (4)		4.9			5.6
Earnings from disposed business (5)		(5.9	)		(1.8	)
Total adjustments		7.2			30.5
Adjusted EBITDA	$	184.8		$	211.1

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges; and (ii) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings.

(4) “Other costs” (i) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; and (ii) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

102

The following table presents a reconciliation of Net income (loss) to Adjusted Net Income for the fiscal year ended June 30, 2016 and the Pro Forma fiscal year ended June 30, 2015.

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016
(in millions)
Adjusted Net Income reconciliation:
Net income (loss)	$	10.5		$	(3.4	)
Adjustments:
Amortization of intangible assets		63.5			67.2
Amortization of debt issuance costs		6.5			7.6
Loss on disposal of business		—			6.8
Loss on extinguishment of debt		—			9.7
Share-based compensation expense		2.6			2.2
Purchase accounting adjustments (1)		3.0			3.9
Transaction costs (2)		2.6			20.6
Other costs (3)		4.9			5.6
Earnings from disposed business (4)		(5.9	)		(1.8	)
Income tax impact of adjustments (5)		(23.9	)		(37.2	)
Total adjustments		53.3			84.6
Adjusted Net Income	$	63.8		$	81.2

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (i) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges; and (ii) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings.

(3) “Other costs” (i) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; and (ii) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

103

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Revenue

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016		Change
					$		%
Revenue
Product	$	2,049.4	$	2,319.8	$	270.4		13.2	%
Service		327.7		395.1		67.4		20.6	%
Total revenue	$	2,377.1	$	2,714.9	$	337.8	$	14.2	%

Total revenue increased $337.8 million, or 14.2%, to $2,714.9 million for the fiscal year ended June 30, 2016, compared to total revenue of $2,377.1 million for the Pro Forma fiscal year ended June 30, 2015. Growth in IT spending was driven by the demand associated with the cloud, security and IoT megatrends and, increasingly, the desire of our customers to integrate people, process and technology into their digital business models. We experienced increased growth, particularly in security solutions to all market segments including middle-market customers, government sector and large customers. The increase in total revenue was also a result of our ability to deliver innovative solutions to our customers through multi-vendor, multi-technology solutions.

Revenue from sales of product increased $270.4 million, or 13.2%, to $2,319.8 million for the fiscal year ended June 30, 2016, compared to $2,049.4 million for the Pro Forma fiscal year ended June 30, 2015, a result of strong customer demand for networking infrastructure, data center, security and IoT solutions.

Revenue from sales of services increased $67.4 million, or 20.6%, to $395.1 million for the fiscal year ended June 30, 2016, as compared to $327.7 million for the Pro Forma fiscal year ended June 30, 2015, a result of growth of our professional services business driven by increased complexity of solutions sold to our customers. The shift to more complex solution sales resulted in a $58.1 million increase in service revenue associated with a 7.7% increase in utilized hours of our engineers and a 4.4% increase in the hourly bill rate charged to our customers.

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016		Change
					$		%
Revenue by solution area
Cloud	$	293.0	$	391.7	$	98.7		33.7	%
Security		156.3		249.4		93.1		59.6	%
Digital Infrastructure		1,927.8		2,073.8		146.0		7.6	%
Total revenue	$	2,377.1	$	2,714.9	$	337.8		14.2	%

Cloud revenue increased $98.7 million, or 33.7%, to $391.7 million in the fiscal year ended June 30, 2016, compared to $293.0 million for the Pro Forma fiscal year ended June 30, 2015, a result of higher client demand with middle-market customers, slightly offset by reduced demand with large and government clients. Among our middle-market customers, growth was driven by both healthcare and financial services customers.

Security revenue increased $93.1 million, or 59.6%, to $249.4 million in the fiscal year ended June 30, 2016, compared to $156.3 million in the Pro Forma fiscal year ended June 30, 2015, driven by strong growth

104

from all of our client markets. Among our middle-market customers, healthcare clients experienced the largest growth along with strong growth from financial services clients, while in the government market continued focus on public safety by both the U.S. federal government and state and local government clients contributed to strong growth. In the large customer market, growth was led by financial services as well as professional service clients.

Digital Infrastructure grew $146.0 million, or 7.6%, to $2,073.8 million in the fiscal year ended June 30, 2016, compared to $1,927.8 million in the Pro Forma fiscal year ended June 30, 2015, due to increasingly complex business technologies supported by core infrastructure which drove demand for our solutions across all client segments, particularly in the government sector enabling our growth to exceed overall North America IT spend. Government sector market growth was driven by state and local government clients as well as sales to the U.S. federal government.

Gross Margin

	Pro forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$		%
Gross margin
Product gross margin	$	419.7		$	453.3		$	33.6		8.0	%
Service gross margin		68.5			87.3			18.8		27.4	%
Gross margin	$	488.2		$	540.6		$	52.4		10.7	%
Product gross margin %		20.5	%		19.5	%				(1.0	%)
Service gross margin %		20.9	%		22.1	%				1.2	%
Total gross margin %		20.5	%		19.9	%				(0.6	%)

Total gross margin increased $52.4 million, or 10.7%, to $540.6 million for the fiscal year ended June 30, 2016, as compared to $488.2 million for the Pro Forma fiscal year ended June 30, 2015, primarily a result of an increase in total revenue of 14.2% between periods. As a percentage of total revenue, total gross margin decreased 60 basis points to 19.9% for the fiscal year ended June 30, 2016, down from 20.5% of revenue for the Pro Forma fiscal year ended June 30, 2015. The decrease in our total gross margin percentage resulted from lower product gross margins, partially offset by both the higher proportion of services revenue and expanding gross margins in our professional services and managed services business.

Product gross margin as a percentage of product revenue was 19.5% for the fiscal year ended June 30, 2016, a decrease of 100 basis points from 20.5% for the Pro Forma fiscal year ended June 30, 2015. The decrease in gross margin percentage was due to a lower proportion of net sales of third-party support services within product revenue.

Service gross margin as a percentage of services revenue increased 120 basis points from 20.9% for the Pro Forma fiscal year ended June 30, 2015, to 22.1% for the fiscal year ended June 30, 2016, resulting from increased efficiency in professional services revenue performed by internal engineering resources as well as the completion of migration of our clients to a unified managed services platform.

105

Operating Expenses

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$		%
Operating expenses
Selling expenses	$	224.2		$	248.2		$	24.0		10.7	%
General and administrative		88.2			96.9			8.7		9.9	%
Selling, general and administrative costs		312.4			345.1			32.7		10.5	%
Transaction costs		2.6			20.6			18.0		692.3	%
Depreciation and amortization		71.4			76.0			4.6		6.4	%
Total operating expenses	$	386.4		$	441.7		$	55.3		14.3	%
Selling, general and administrative expenses % of total revenue		13.1	%		12.7	%				(0.4	%)

SG&A increased $32.7 million, or 10.5%, to $345.1 million, or 12.7% of total revenue, during the fiscal year ended June 30, 2016, up from $312.4 million, or 13.1% of total revenue, for the Pro Forma fiscal year ended June 30, 2015.

The increase is primarily attributable to investment in our pre-sales engineering talent and outside sales representatives, partially offset by more efficient variable incentive pay plans, as well as the addition of general and administrative personnel to support the increased growth in the business.

Transaction costs primarily relate to professional fees and other costs associated with acquisition and disposition related activities. Transaction costs were $20.6 million in the fiscal year ended June 30, 2016, resulting from diligence, acquisitions and dispositions, including the Atlantix and Netech transactions. Transaction costs were $2.6 million in the Pro Forma fiscal year ended June 30, 2015 primarily associated with acquisition-related stay and retention bonus expense and severance charges.

Depreciation and amortization expense included in operating expenses increased $4.6 million, or 6.4%, to $76.0 million for the fiscal year ended June 30, 2016, from $71.4 million for the Pro Forma fiscal year ended June 30, 2015, primarily as a result of increased amortization expense associated with acquired intangible assets associated with the Netech Acquisition.

Interest and Other (Income) Expense

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016		Change
						$		%
Interest and other (income) expense
Interest expense	$	81.2		$	81.9	$	0.7		0.9	%
Loss on disposal of business		—			6.8		6.8		n.m.
Loss on extinguishment of debt		—			9.7		9.7		n.m.
Other (income) expense, net		(0.1	)		0.1		0.2		(200.0	%)
Total interest and other (income) expense	$	81.1		$	98.5	$	17.4		21.5	%

Interest and other (income) expense increased $17.4 million, or 21.5%, to $98.5 million for the fiscal year ended June 30, 2016, from $81.1 million in the Pro Forma fiscal year ended June 30, 2015. The net increase

106

was primarily the result of the $6.8 million loss on the disposal of Atlantix in the fiscal year ended June 30, 2016, as well as $9.7 million in losses on early extinguishment of debt in connection with refinancing activity during the fiscal year ended June 30, 2016.

Income Tax Expense

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016			Change
						$			%
Income before income taxes	$	20.7	$	0.4		$	(20.3	)		(98.1	%)
Income tax expense		10.2		3.8			(6.4	)		(62.7	%)
Net income (loss)	$	10.5	$	(3.4	)	$	(13.9	)		n.m.

n.m. – not meaningful

Income tax expense of $3.8 million was recognized for the fiscal year ended June 30, 2016, compared to income tax expense of $10.2 million for the Pro Forma fiscal year ended June 30, 2015. The effective tax rate for the fiscal year ended June 30, 2016 was 950.0%, a result of low nominal pre-tax income and nondeductible transaction-related expenses in the period.

Adjusted EBITDA

Adjusted EBITDA increased $26.3 million, or 14.2%, to $211.1 million for the fiscal year ended June 30, 2016, from $184.8 million for the Pro Forma fiscal year ended June 30, 2015, resulting from 14.2% total revenue growth in the period.

Adjusted Net Income

Adjusted Net Income increased $17.4 million, or 27.3%, to $81.2 million for the fiscal year ended June 30, 2016, from $63.8 million for the Pro Forma fiscal year ended June 30, 2015, resulting from the revenue and gross margin growth in the period.

107

Pro Forma Fiscal Year Ended June 30, 2015 Compared to Fiscal Year Ended June 30, 2014

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Revenue
Product	$	1,945.0		$	2,049.4		$	104.4			5.4	%
Service		321.0			327.7			6.7			2.1	%
Total revenue		2,266.0			2,377.1			111.1			4.9	%
Cost of revenue
Product		1,561.1			1,629.7			68.6			4.4	%
Service		250.9			259.2			8.3			3.3	%
Total cost of revenue		1,812.0			1,888.9			76.9			4.2	%
Gross margin		454.0			488.2			34.2			7.5	%
Product gross margin		383.9			419.7			35.8			9.3	%
Service gross margin		70.1			68.5			(1.6	)		(2.3	%)
Product gross margin %		19.7	%		20.5	%					0.8	%
Service gross margin %		21.8	%		20.9	%					(0.9	%)
Total gross margin %		20.0	%		20.5	%					0.5	%
Operating expenses
Selling expenses		211.1			224.2			13.1			6.2	%
General and administrative		90.7			88.2			(2.5	)		(2.8	%)
Transaction costs		14.8			2.6			(12.2	)		(82.4	%)
Depreciation and amortization		45.9			71.4			25.5			55.6	%
Total operating expenses		362.5			386.4			23.9			6.6	%
Selling, general and administrative expenses % of total revenue		13.3	%		13.1	%					(0.2	%)
Operating income		91.5			101.8			10.3			11.3	%
Interest and other (income) expense
Interest expense		34.3			81.2			46.9			136.7	%
Gain on interest rate swap agreements		(2.2	)		—			2.2			(100.0	%)
Loss on extinguishment of debt		2.7			—			(2.7	)		(100.0	%)
Other (income) expense, net		(0.2	)		(0.1	)		0.1			(50.0	%)
Total interest and other (income) expense		34.6			81.1			46.5			134.4	%
Income before income taxes		56.9			20.7			(36.2	)		(63.6	%)
Income tax expense		24.4			10.2			(14.2	)		(58.2	%)
Net income	$	32.5		$	10.5		$	(22.0	)		(67.7	%)
Adjusted EBITDA	$	167.0		$	184.8		$	17.8			10.7	%
Adjusted Net Income	$	81.7		$	63.8		$	(17.9	)		(21.9	%)

108

The following table presents a reconciliation of Net income to Adjusted EBITDA for the Pro Forma fiscal year ended June 30, 2015 and the fiscal year ended June 30, 2014.

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015
Adjusted EBITDA reconciliation:
Net income	$	32.5		$	10.5
Total depreciation and amortization (1)		50.6			75.8
Interest and other (income) expense		34.6			81.1
Income tax expense		24.4			10.2
EBITDA		142.1			177.6
Adjustments:
Share-based compensation expense		5.5			2.6
Purchase accounting adjustments (2)		—			3.0
Transaction costs (3)		14.8			2.6
Other costs (4)		13.0			4.9
Earnings from disposed business (5)		(8.4	)		(5.9	)
Total adjustments		24.9			7.2
Adjusted EBITDA	$	167.0		$	184.8

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; and (ii) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges.

(4) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; and (ii) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

109

The following table presents a reconciliation of Net income to Adjusted Net Income for the Pro Forma fiscal year ended June 30, 2015 and the fiscal year ended June 30, 2014.

(in millions)	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015
Adjusted Net Income reconciliation:
Net income	$	32.5		$	10.5
Adjustments:
Amortization of intangible assets		38.3			63.5
Amortization of debt issuance costs		4.4			6.5
Loss on extinguishment of debt		2.7			—
Share-based compensation expense		5.5			2.6
Purchase accounting adjustments (1)		—			3.0
Transaction costs (2)		14.8			2.6
Other costs (3)		13.0			4.9
Earnings from disposed business (4)		(8.4	)		(5.9	)
Income tax impact of adjustments (5)		(21.1	)		(23.9	)
Total adjustments		49.2			53.3
Adjusted Net Income	$	81.7		$	63.8

(1) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(2) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; and (ii) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges.

(3) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; and (ii) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for tax purposes and (ii) the impact of tax-deductible

110

goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Revenue

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$		%
Revenue
Product	$	1,945.0	$	2,049.4	$	104.4		5.4	%
Service		321.0		327.7		6.7		2.1	%
Total revenue	$	2,266.0	$	2,377.1	$	111.1		4.9	%

Total revenue increased $111.1 million, or 4.9%, to $2,377.1 million in our Pro Forma fiscal year ended June 30, 2015, compared to total revenue of $2,266.0 million in our fiscal year ended June 30, 2014. The increase in total revenue was the result of our ability to deliver innovative solutions to our customers and the breadth of our product and service offerings.

Revenue from sales of product increased $104.4 million, or 5.4%, to $2,049.4 million in our Pro Forma 2015 fiscal year, compared to $1,945.0 million in our 2014 fiscal year. The increase in product revenue was the result of higher customer demand for the technologies that are most important to our clients’ business, including unified communications and network solutions, data center including hybrid cloud and security technologies. Third-party support services contract revenue also increased in our Pro Forma 2015 fiscal year compared to the prior year, driven by higher volume of contracts sold which resulted from higher third-party support services attach rates on new hardware sales and from increased renewals on expiring third-party support services contracts.

Revenue from sales of services increased $6.7 million, or 2.1%, to $327.7 million in our Pro Forma 2015 fiscal year, as compared to $321.0 million in our 2014 fiscal year. The increase in service revenue was the result of growth of our professional services business due to the increased complexity of solutions sold to our customers, slightly offset by suppressed growth in our managed services business as we completed the integration of multiple service platforms, which resulted in a decline of $0.2 million. The shift to more complex solution sales resulted in a $6.9 million increase in service revenue attributable to a 5.1% increase in utilized hours of our engineers in our professional services business.

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$		%
Revenue by solution area
Cloud	$	220.2	$	293.0	$	72.8		33.1	%
Security		142.0		156.3		14.3		10.1	%
Digital Infrastructure		1,903.8		1,927.8		24.0		1.3	%
Total revenue	$	2,266.0	$	2,377.1	$	111.1		4.9	%

Cloud revenue increased $72.8 million, or 33.1%, to $293.0 million in our Pro Forma 2015 fiscal year, compared to $220.2 million in our 2014 fiscal year. The increase in Cloud revenue was the result of growth in all market sectors, primarily driven by the government and middle-market sectors. We benefitted from the ongoing evolution of cloud computing, as our clients relied on us and our cloud management solutions to help them develop and implement a cloud strategy. The growth in the government market was driven by the U.S. federal government. In the middle-market, growth was driven by financial services and professional service customers.

111

Security revenue increased $14.3 million, or 10.1%, to $156.3 million in our Pro Forma 2015 fiscal year, compared to $142.0 million in our 2014 fiscal year. The increase in Security revenue was driven by continued investment from middle-market clients and large clients. In the middle market, retail and professional service clients drove the growth in our Pro Forma 2015 fiscal year. In the large client market, manufacturing and transportation as well as energy clients and utilities clients comprised a majority of the growth during our Pro Forma 2015 fiscal year.

Digital Infrastructure revenue increased $24.0 million, or 1.3%, $1,927.8 million in our Pro Forma 2015 fiscal year compared to $1,903.8 million in our 2014 fiscal year. The increase in Digital Infrastructure revenue was driven by growth in large sector clients including financial services, healthcare, and manufacturing and transportation.

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Gross margin
Product	$	383.9		$	419.7		$	35.8			9.3	%
Service		70.1			68.5			(1.6	)		(2.3	%)
Gross margin	$	454.0		$	488.2		$	34.2			7.5	%
Product gross margin %		19.7	%		20.5	%					0.8	%
Service gross margin %		21.8	%		20.9	%					(0.9	%)
Total gross margin %		20.0	%		20.5	%					0.5	%

Gross Margin

Total gross margin increased $34.2 million, or 7.5%, to $488.2 million in our Pro Forma 2015 fiscal year, as compared to $454.0 million in our 2014 fiscal year. The increase in gross margin was primarily due to the increase in total revenue between periods, in addition to a favorable mix of products and services sold with a higher proportion of our revenue being from higher margin products and services. As a percentage of revenue, total gross margin increased 50 basis points to 20.5% in our Pro Forma 2015 fiscal year, from 20.0% of total revenue in our 2014 fiscal year. The increase in our gross margin percentage was caused by improved product margins based on the sale of more complex technologies and from enhanced revenue mix driven by a shift in sales to higher margin product offerings as compared to the prior year.

Product gross margin as a percentage of revenue was 20.5% in our Pro Forma 2015 fiscal year, an increase of 80 basis points from 19.7% in our 2014 fiscal year. This increase was due to the sale of more complex technology and therefore more profitable projects, which featured collaboration and security solutions.

Service gross margin as a percentage of revenue decreased by 90 basis points from 21.8% in our 2014 fiscal year to 20.9% in our Pro Forma 2015 fiscal year as a result of a decline in managed services gross margins as we completed the migration of clients to a unified platform, partially offset by improved utilization (i.e., an increase in the number of chargeable hours) of our engineers in our Pro Forma 2015 fiscal year compared to our 2014 fiscal year.

112

Operating Expenses

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Operating expenses
Selling expenses	$	211.1		$	224.2		$	13.1			6.2	%
General and administrative		90.7			88.2			(2.5	)		(2.8	%)
Selling, general and administrative costs		301.8			312.4			10.6			3.5	%
Transaction costs		14.8			2.6			(12.2	)		(82.4	%)
Depreciation and amortization		45.9			71.4			25.5			55.6	%
Total operating expenses	$	362.5		$	386.4		$	23.9			6.6	%
Selling, general and administrative expenses % of total revenue		13.3	%		13.1	%					(0.2	%)

SG&A increased $10.6 million, or 3.5%, to $312.4 million in our Pro Forma 2015 fiscal year, from $301.8 million in our 2014 fiscal year. The increase in SG&A is primarily due to the hiring of additional sales personnel to support future growth in our business along with an increase in variable incentive pay to our sales force due to the increase in gross margin.

This increase included $14.5 million of costs associated with the hiring of additional sales personnel during our Pro Forma 2015 fiscal year to support future growth in our business, along with an increase in variable incentive pay to our sales force due to the increase in gross margin. SG&A as a percent of revenue improved from 13.3% in our 2014 fiscal year to 13.1% in our Pro Forma 2015 fiscal year.

Transaction costs includes the recognition of transaction expenses primarily associated with the Presidio Acquisition, along with expenses associated with historical acquisitions. We recognized $2.6 million of transaction expenses in our Pro Forma 2015 fiscal year associated with acquisition-related stay and retention bonus expense and severance charges, compared to transaction costs of $14.8 million in our 2014 fiscal year which included $1.8 million of expenses associated with the historical acquisitions of BlueWater and INX and $13.0 million of expenses that we incurred related to our debt refinancing in our 2014 fiscal year. In March 2014, in connection with the payment of an extraordinary dividend to our former sponsor and shareholders, we replaced our then-existing $385.0 million term loan with a new $650.0 million term loan, decreased the available size of the Receivables Securitization Facility and extended the maturities of our revolving credit and securitization arrangements.

Depreciation and amortization expense included in operating expenses increased $25.5 million, or 55.6%, to $71.4 million in our Pro Forma 2015 fiscal year, from $45.9 million in our 2014 fiscal year, as a result of the identification and valuation of finite-lived intangible assets, and resulting amortization expenses associated with the Presidio Acquisition.

113

Interest and Other (Income) Expense

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Interest and other (income) expense
Interest expense	$	34.3		$	81.2		$	46.9			136.7	%
Gain on interest rate swap agreements		(2.2	)		—			2.2			(100.0	%)
Loss on extinguishment of debt		2.7			—			(2.7	)		(100.0	%)
Other (income) expense, net		(0.2	)		(0.1	)		0.1			(50.0	%)
Total interest and other (income) expense	$	34.6		$	81.1		$	46.5			134.4	%

Interest and other (income) expense increased $46.5 million, or 134.4%, to $81.1 million in our Pro Forma 2015 fiscal year from $34.6 million in our 2014 fiscal year. The net increase was primarily the result of an additional $46.9 million of interest expense recognized in our Pro Forma 2015 fiscal year. The increase in interest expense primarily relates to interest on the Senior Notes and the Subordinated Notes issued in connection with the Presidio Acquisition in our Pro Forma 2015 fiscal year, along with additional interest expense on the term loan facility issued in connection with the Presidio Acquisition.

Income Tax Expense (Benefit)

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$			%
Income before income taxes	$	56.9	$	20.7	$	(36.2	)		(63.6	%)
Income tax expense		24.4		10.2		(14.2	)		(58.2	%)
Net income	$	32.5	$	10.5	$	(22.0	)		(67.7	%)

Income tax expense decreased $14.2 million, or 58.2%, to $10.2 million in our Pro Forma 2015 fiscal year from $24.4 million in our 2014 fiscal year. The change primarily relates to a $36.2 million decrease in pre-tax income in our Pro Forma 2015 fiscal year compared to our 2014 fiscal year, resulting in a 6.4% increase in our effective tax rate from 42.9% in our 2014 fiscal year to 49.3% in our Pro Forma 2015 fiscal year. The primary driver of the increase in the effective tax rate is the non-deductibility of certain expenses in relation to lower nominal pre-tax income in our Pro Forma 2015 fiscal year.

Adjusted EBITDA

Adjusted EBITDA increased $17.8 million, or 10.7%, to $184.8 million in our Pro Forma 2015 fiscal year, from $167.0 million in our 2014 fiscal year. The increase was a result of top-line revenue growth, enhanced revenue mix of higher margin product offerings, the sale of more complex technology solutions and improved gross margin and controlled SG&A in our Pro Forma 2015 fiscal year as compared with our 2014 fiscal year.

Adjusted Net Income

Adjusted Net Income decreased $17.9 million, or 21.9%, to $63.8 million in the Pro Forma year ended June 30, 2015, from $81.7 million in the year ended June 30, 2014 as a result of the increase in revenue and gross margin being more than offset by higher interest expense incurred as a result of the Presidio Acquisition.

114

Liquidity and Capital Resources

Following this Offering, we may opportunistically raise debt capital, subject to market and other conditions, to refinance our existing capital structure at a lower all in cost of capital. Additionally, as part of our growth strategies, we may also raise debt capital for strategic alternatives and general corporate purposes.

Overview

We finance our operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under our various debt facilities. We believe that our current sources of funds will be sufficient to fund our cash operating requirements for at least the next year. In addition, we believe that, despite the uncertainty of future macroeconomic conditions, we have adequate sources of liquidity and funding available to meet our long-term needs. These long-term needs primarily include meeting debt service requirements, working capital requirements and capital expenditures. We may also pursue strategic acquisition opportunities that may impact our future cash requirements.

There are a number of factors that may negatively impact our available sources of funds in the future including the ability to generate cash from operations and borrow on debt facilities. The amount of cash generated from operations is dependent upon factors such as the successful execution of our business strategies and general economic conditions. The amount of cash available for borrowings under our various debt facilities is dependent on our ability to maintain sufficient collateral and general financial conditions in the marketplace.

Historical Sources and Uses of Cash

The following table summarizes our sources and uses of cash over the periods indicated:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Six months ended December 31, 2015			Six months ended December 31, 2016
Net cash provided by (used in)
Operating activities	$	53.3		$	74.5		$	(1.8	)	$	85.6		$	7.2		$	83.3
Investing activities		(74.4	)		(71.3	)		(678.9	)		(322.0	)		(16.6	)		(62.6	)
Net borrowings (repayments) on floor plan facility		20.5			(29.0	)		50.8			20.9			24.9			(36.4	)
Other financing activities		0.5			24.3			718.2			160.2			(4.6	)		28.2
Financing activities		21.0			(4.7	)		769.0			181.1			20.3			(8.2	)
Net increase (decrease) in cash and cash equivalents	$	(0.1	)	$	(1.5	)	$	88.3		$	(55.3	)	$	10.9		$	12.5

Operating Activities

Net cash flows from operating activities consist of net income (loss) adjusted for noncash items, such as: depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, losses on extinguishments of debt or disposals of businesses and for changes in net working capital assets and liabilities. The cash impact of changes in deferred income taxes primarily relates to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the

115

amounts used for income tax purposes. Generally, the most significant factor relates to nondeductible book amortization expense associated with intangible assets. The timing between the conversion of our billed and unbilled receivables into cash from our customers and disbursements to our vendors is the primarily driver of changes in our working capital.

Our net cash provided by (used in) operating activities for our historical periods includes the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions. The reductions in current tax expense associated with the tax-deductible goodwill and intangible assets were:

	Predecessor				Successor
(in millions)	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016		Six months ended December 31, 2015		Six months ended December 31, 2016
Impact of tax deductible goodwill and intangible assets	$	6.1	$	3.5	$	2.5	$	8.6	$	3.2	$	6.0

Six months ended December 31, 2016: Net cash provided by operating activities for the six months ended December 31, 2016 was $83.3 million. This was primarily attributed to net income of $9.0 million adjusted for: $36.8 million of intangible amortization expense, $6.8 million of total property and equipment depreciation expense, a $9.3 million deferred income tax benefit and a $34.9 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by lower disbursements for accounts payable – trade and accrued expenses in the period associated with our purchases from vendors, partially offset by an increase in unbilled and accounts receivable.

Six months ended December 31, 2015: Net cash provided by operating activities for the six months ended December 31, 2015 was $7.2 million. This was primarily attributed to net income of $10.5 million adjusted for: $31.4 million of intangible amortization expense, $6.6 million for total property and equipment depreciation expense, a $11.4 million deferred income tax benefit and a $6.8 million loss on disposal of business unit offset by a net $40.3 million increase in working capital. The net increase in our working capital components was primarily driven by the net impact of higher unbilled and accounts receivable compared to lower disbursements for accounts payable – trade and accrued expenses in the period.

Fiscal year ended June 30, 2016: Net cash provided by operating activities for the fiscal year ended June 30, 2016 was $85.6 million. This was attributed to a net loss of $3.4 million adjusted for: $67.2 million of intangible amortization expense, $14.5 million of total property and equipment depreciation expense, $9.2 million noncash loss on extinguishment of debt, $6.8 million noncash loss on disposition of the Atlantix business, $7.6 million of amortization of deferred issuance costs, offset by a $19.6 million deferred income tax benefit. In addition, operating cash flows were favorably impacted by a net $4.6 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by the increase in accounts payable and accrued expenses associated with our purchases from vendors exceeding the increase in outstanding customer receivables associated with revenue growth.

November 20, 2014 – June 30, 2015: Net cash used by operating activities for the period from November 20, 2014 to June 30, 2015 was $1.8 million. This was attributed to a net loss of $24.3 million adjusted for: $26.4 million of intangible amortization expense, $5.7 million of total property and equipment depreciation expense and $2.7 million of amortization of deferred issuance costs, offset by a $13.0 million deferred income tax benefit. In addition, operating cash flows were favorably impacted by a net $0.6 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by a decrease in prepaid income taxes and an increase in accrued interest associated with debt from the Presidio Acquisition, offset by a net increase in cash collections of receivables and payments of accrued expenses and trade payables.

116

July 1, 2014 – February 1, 2015: Net cash provided by operating activities during the period from July 1, 2014 to February 1, 2015 was $74.5 million. This was primarily attributed to a net loss of $5.1 million adjusted for: $18.3 million of intangible amortization expense, $6.6 million of total property and equipment depreciation expense, $20.1 million of share-based compensation expense and $3.5 million of deferred income tax expenses. In addition, operating cash flows were favorably impacted by a net $33.2 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by the net impact of higher cash collections of receivables compared to the disbursements for accounts payable and accrued expenses in the period.

Fiscal year ended June 30, 2014: Net cash provided by operating activities for the fiscal year ended June 30, 2014 was $53.3 million. This was primarily attributed to net income of $32.5 million adjusted for $38.3 million of intangible amortization expense, $12.3 million of total property and equipment depreciation expense, partially offset by a net $26.9 million increase in our primary working capital components to support our continued growth. The net increase in our working capital components was primarily driven by the net impact of lower cash collections of receivables compared to higher disbursements for accounts payable and accrued expenses in the period.

Investing Activities

Net cash flows from investing activities consist of the cash flows associated with acquisitions and/or dispositions, leasing activities and capital expenditures. During the periods presented all purchases of property and equipment were of a normal recurring nature. With respect to our leasing activities, we reduce our financial exposure and increase liquidity by partnering with various third-party lenders and discounting the customer lease financing receivables. This results in us carrying both a lease asset and an offsetting financial liability to the lenders on our balance sheet. Accordingly, the investment in leased assets appears in our investing activities and the funding we receive from third-party lenders is recognized in our financing activities, discussed below.

Six months ended December 31, 2016: Net cash used in investing activities for the six months ended December 31, 2016 was $62.6 million. Cash was primarily used for additional investments in discounted client equipment leases of $63.9 million in support of our business and the purchase of property and equipment of $6.7 million, partially offset by proceeds received from our leasing assets of $7.7 million.

Six months ended December 31, 2015: Net cash used in investing activities for the six months ended December 31, 2015 was $16.6 million. Cash was primarily used for additional investments in discounted client equipment leases of $39.7 million in support of our business and the purchase of property and equipment of $5.5 million. Cash was also used in the acquisition of businesses of $11.2 million for the acquisition of Sequoia, offset by cash provided by the disposition of businesses of $37.6 million for the Atlantix business unit disposal.

Fiscal year ended June 30, 2016: Net cash used in investing activities for the fiscal year ended June 30, 2016 was $322.0 million. This use of cash was primarily the result of $251.3 million used to acquire the Sequoia and Netech businesses, offset by $36.3 million of cash proceeds received from the disposition of Atlantix. Cash was also used for additional investments in sales-type and direct financing leases in support of our business of $95.4 million and the purchases of property and equipment of $16.4 million.

November 20, 2014 – June 30, 2015: Net cash used in investing activities for the period from November 20, 2014 to June 30, 2015 was $678.9 million. This use of cash was primarily the result of the Presidio Acquisition. Other factors impacting net cash uses of investment activities included investments in discounted client equipment leases of $33.6 million in support of our business and the purchase of property and equipment of $5.4 million for use in our operations, partially offset by proceeds received from our leasing assets of $5.8 million.

July 1, 2014 – February 1, 2015: Net cash used in investing activities for the period from July 1, 2014 to February 1, 2015 was $71.3 million. Cash was primarily used for additional investments in discounted client

117

equipment leases of $76.0 million in support of our business and the purchase of property and equipment of $8.6 million, partially offset by proceeds received from our leasing assets of $14.0 million.

Fiscal year ended June 30, 2014: Net cash used in investing activities for the fiscal year ended June 30, 2014 was $74.4 million. Cash was primarily used for additional investments in discounted client equipment leases of $70.8 million in support of our business and the purchase of property and equipment of $9.3 million, partially offset by proceeds received from our leasing assets of $6.9 million.

Financing Activities

Net cash flows from financing activities is primarily associated with cash activity associated with our capitalization, including debt and equity activity, cash flow associated with discounting client leases and activity on our accounts payable floor plan facility.

Six months ended December 31, 2016: Net cash used in financing activities for the six months ended December 31, 2016 was $8.2 million, comprised of $36.4 million of net borrowings on the accounts payable floor plan facility and $28.2 million of other financing activities. The $28.2 million of other financing activities was primarily the result of $66.1 million in proceeds from discounting financing receivables, partly offset by repayments of $5.0 million on the Receivables Securitization Facility, $28.7 million on the term loans, which included a $25.0 million voluntary prepayment, and $4.3 million of retirements of discounted financing receivables.

Six months ended December 31, 2015: Net cash provided by financing activities for the six months ended December 31, 2015 was $20.3 million, comprised of $24.9 million of net borrowings on the accounts payable floor plan facility that was offset by $4.6 million of other financing activities. The $4.6 million of other financing activities was primarily the result of $36.7 million in proceeds from discounting financing receivables, offset by $37.4 million used to repurchase Subordinated Notes held by an unaffiliated third party.

Fiscal year ended June 30, 2016: Net cash provided by financing activities for the fiscal year ended June 30, 2016 was $181.1 million consisted of $20.9 million of net borrowings on the accounts payable floor plan facility and $160.2 million of other financing activities. The other financing activities was primarily the result of net borrowings on term loans of $150.4 million to fund the Sequoia and Netech acquisitions, offset by $65.8 million of cash outflows associate with repayments of the Senior Notes and the Subordinated Notes. Additional cash provided by financing activities includes $86.4 million in proceeds from discounting financing receivables, offset by $10.3 million of payments for future consideration associated with prior acquisitions.

November 20, 2014 – June 30, 2015: Net cash provided by financing activities for the period from November 20, 2014 to June 30, 2015 was $769.0 million, comprised of $50.8 million of net borrowings on the accounts payable floor plan facility and $718.2 million, of other financing activities. The other financing activities was primarily the result of borrowings on a new term loan of $582.0 million, Senior Notes of $250.0 million and Subordinated Notes of $150.0 million and proceeds of contributed capital of $337.8 million all of which were associated with the Presidio Acquisition. These proceeds were partially offset by $574.8 million in repayments on an old term loan, net repayments on the Receivables Securitization Facility of $40.0 million and the payment of deferred financing costs of $27.1 million; all of which were associated with the Presidio Acquisition. Additional financing was received from advances secured by discounted leases of $44.6 million.

July 1, 2014 – February 1, 2015: Net cash used by financing activities for the period from July 1, 2014 to February 1, 2015 was $4.7 million consisted of $29.0 million in net repayments on the accounts payable floor plan facility, mostly offset by $24.3 million provided by other financing activities. The other financing activities were primarily the result of proceeds from advances secured by discounted leases of $65.6 million and net borrowings on the Receivables Securitization Facility of $40.0 million, partially offset by repayments of term loans of $80.0 million.

118

Fiscal year ended June 30, 2014: Net cash provided by financing activities for fiscal year June 30, 2014 was $21.0 million consisted of $20.5 million of net borrowings on the accounts payable floor plan facility and $0.5 million of other financing activities. The other financing activities was primarily the result of net proceeds on borrowings on term loans of $243.2 million and proceeds from advances secured by discounted leases of $74.5 million, mostly offset by the payment of dividends of $258.7 million and net repayments on the Receivables Securitization Facility of $44.2 million.

Liquidity

We generally fund our short- and long-term liquidity needs through the use of cash flows from operations, utilization of the extended payment terms on our accounts payable-floor plan facility and the available credit on our revolving credit facility, accounts receivable securitization facility and long-term debt.

Our management regularly monitors certain liquidity measures to monitor performance. We believe that the most important of those measures include net debt, net working capital ratio and available liquidity.

(in millions)	June 30, 2015			June 30, 2016			December 31, 2016
Net debt	$	885.3		$	1,038.6		$	992.4
Net working capital ratio		0.99	x		0.99	x		0.99	x
Available liquidity	$	318.4		$	277.5		$	284.5

Net debt – We have a substantial amount of indebtedness, largely related to the capitalization of the Company in connection with the Presidio Acquisition. We believe net debt provides information about the utilization of our cash flows to de-lever our company. We define net debt as the total principal of debt outstanding, excluding discounts and issuance costs less cash and cash equivalents. The following table presents our calculation of net debt as of December 31, 2016 and June 30, 2016 and 2015:

(in millions)	June 30, 2015			June 30, 2016			December 31, 2016
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0		$	1,008.1
Unamortized debt issuance costs		39.9			33.6			29.8
Cash and cash equivalents		(88.3	)		(33.0	)		(45.5	)
Net debt	$	885.3		$	1,038.6		$	992.4

Net working capital ratio – We experience periodic changes in our net working capital, defined as current assets from our consolidated balance sheet minus current liabilities from our consolidated balance sheet excluding cash and cash equivalents and current maturities of long-term debt. We define net working capital ratio as our current assets excluding cash and cash equivalents divided by current liabilities excluding current maturities of long-term debt.

Available liquidity – As previously discussed, we fund our short-term cash flow requirements through a combination of cash on hand, cash flows generated from operations and revolving credit facilities. We calculate our available liquidity as a sum of cash and cash equivalents from our consolidated balance sheet plus the amount available and unutilized on our revolving and accounts receivable securitization facilities.

119

The following table presents amounts outstanding under our primary sources of liquidity as of December 31, 2016 and June 30, 2016 and 2015:

(in millions)	June 30, 2015		June 30, 2016		December 31, 2016
Cash and cash equivalents	$	88.3	$	33.0	$	45.5
Accounts payable—floor plan facility	$	161.9	$	223.3	$	186.9
Revolving credit facility	$	—	$	—	$	—
Receivables Securitization Facility		—		5.0		—
Term loan facility, due February 2022		573.6		732.3		703.6
Senior Notes, 10.25% due February 2023		250.0		222.5		222.5
Subordinated Notes, 10.25% due February 2023		150.0		111.8		111.8
Total long-term debt	$	973.6	$	1,071.6	$	1,037.9

Cash Flow From Operations: We have historically generated positive cash flows from operations. This source of cash has historically provided sufficient funding for operations, managing working capital needs and servicing of long-term debt. We believe that, despite the uncertainty of future macroeconomic conditions, cash flow from operations will continue to provide us with an adequate source of funding for use in meeting our short-term liquidity needs.

Accounts Payable – Floor Plan Facility: We have an agreement with a financial institution that provides our indirect wholly owned subsidiary with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are non-interest bearing provided they are paid when due. We use the extended payment terms of this facility to reduce the working capital needs associated with the timing of vendor payments and the collection of customer receivables. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are also guaranteed by Presidio LLC and subsidiaries. As of December 31 and June 30, 2016, the aggregate availability for purchases under the floor plan facility is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable – floor plan facility were $186.9 million and $223.3 million as of December 31 and June 30, 2016, respectively.

Receivables Securitization Facility: We maintain an accounts receivables securitization facility which provides us with short-term liquidity needs (“Receivables Securitization Facility”). The Receivables Securitization Facility agreement is with our wholly owned non-operating subsidiary, Presidio Capital Funding, LLC (“PCF”). To obtain accounts receivable for use in the Receivables Securitization Facility, PCF purchases the receivables of PNS and Atlantix on a continuous basis and then grants, without recourse, a senior undivided interest in the pooled receivables to the administrative agent of the facility, PNC Bank, while maintaining a subordinated undivided interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates and accordingly, no servicing asset or liability has been recorded. Upon and after the sale or contribution of the accounts receivables to PCF, such accounts receivables are legally assets of PCF and, as such, are not available to our creditors or its other subsidiaries. As a result of its disposition in October 2015, Atlantix ceased to be an originator under the Receivables Securitization Facility.

The committed amount of the Receivables Securitization Facility is $250.0 million and the maturity date is February 2, 2018. The borrowing capacity on the facility is subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. We also incur a commitment fee of 0.50% or 0.40%, depending on utilization. At December 31 and June 30, 2016, the interest rates were 2.17% and 1.87%, respectively, and the commitment fee was 0.50%, as of December 31 and June 30, 2016.

Accounts receivables purchased by PCF are subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties. The obligations

120

under the facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets. The facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the facility, falls below $35.0 million for at least five consecutive days. We were in compliance with this covenant as of both December 31 and June 30, 2016.

There were no borrowings outstanding under the facility as of December 31, 2016 and $5.0 million outstanding under the facility as of June 30, 2016. We had $190.5 million and $196.0 million available under the facility based on the collateral available as of December 31 and June 30, 2016, respectively.

February 2015 Credit Facility: On February 2, 2015, Presidio LLC and PNS as borrowers (the “Borrowers”), entered into a senior secured financing facility (the “February 2015 Credit Agreement”), which provided a term loan (“February 2015 Term Loan”) and a revolving credit facility (“February 2015 Revolver”) (collectively referred to as the “February 2015 Credit Facilities”).

The terms of the February 2015 Credit Agreement were amended on May 19, 2015 pursuant to Incremental Assumption Agreement and Amendment No. 1 to, among other things, lower the applicable margin on term loan borrowings. On February 1, 2016, pursuant to Incremental Assumption Agreement and Amendment No. 2, the Borrowers entered into an incremental $25.0 million term loan borrowing. On May 27, 2016, the Borrowers entered into the Incremental Assumption Agreement and Amendment No. 3 (the “May 2016 Amendment”) for an incremental $140.0 million term loan borrowing. On December 30, 2016, the Borrowers made a $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement; after giving effect to the prepayment, $703.6 million in aggregate principal amount of term loans remained outstanding under the February 2015 Credit Agreement. The terms of the February 2015 Credit Agreement were further amended on January 19, 2017 pursuant to the Incremental Assumption Agreement and Amendment No. 4 (the “January 2017 Amendment”) to, among other things, lower the applicable margin on term loan borrowings.

In accordance with the terms of the February 2015 Credit Agreement, the Borrowers may request one or more incremental term loan facilities and/or increase commitments under the February 2015 Revolver in an aggregate amount of up to the sum of $125.0 million plus additional amounts so long as, (i) in the case of loans under additional credit facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

The Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time, without prepayment premium or penalty except in connection with a repricing event, subject to customary “breakage” costs with respect to LIBOR rate loans.

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by the Borrowers and each of their existing and future direct and indirect, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by substantially all assets of the Borrowers and each guarantor, subject to certain exceptions. The February 2015 Credit Agreement is subject to an inter-creditor agreement with the accounts payable—floor plan facility that provides that certain security interests in assets securing the February 2015 Credit Agreement shall be subordinate to the security interests on the collateral securing the obligations under the accounts payable—floor plan facility described above.

The February 2015 Credit Agreement contains certain customary affirmative covenants, negative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among

121

other things, limitations (subject in each case to exceptions) on the ability of the Borrowers, the guarantors and their restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change lines of business;

• restrict dividends from our subsidiaries or restrict liens;

• change our fiscal year; and

• modify the terms of certain debt or organizational agreements.

February 2015 Term Loan: Borrowings under the February 2015 Term Loan bear interest at a rate equal to, at the Borrowers’ option, either:

(a) the LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) the one-month adjusted LIBOR plus 1.00%,

in each case, plus an applicable margin. The applicable margin for term loans was originally 5.25% in the case of LIBOR rate borrowings and 4.25% in the case of base rate borrowings prior to the May 19, 2015 amendment which lowered the rates to 4.25% and 3.25%, respectively. After giving effect to the January 2017 Amendment, the applicable margin for term loans is 3.50% in the case of LIBOR rate borrowings and 2.50% in the case of base rate borrowings. From and after the date that Presidio Holdings Inc. delivers a certificate to the administrative agent certifying that a qualified initial public offering (defined as an underwritten public offering of the equity interests of Presidio LLC or a parent entity (including Presidio, Inc.) which generates gross cash proceeds of at least $50 million) has occurred and that the Net Total Leverage Ratio (as defined in the February 2015 Credit Agreement) calculated on a pro forma basis is less than 4.00 to 1.00, the applicable margin for term loans under the February 2015 Credit Agreement will be reduced by an additional 0.25%.

122

The February 2015 Term Loan amortizes 1.00% per annum, payable quarterly on the principal balance outstanding after the effectiveness of the January 2017 Amendment, with the balance paid at maturity.

In addition to the required scheduled quarterly payments on the February 2015 Term Loan, the February 2015 Credit Agreement requires the Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage will be reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00 and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement, beginning in our fiscal year ended June 30, 2016;

• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that we may (a) reinvest within twelve months or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within 18 months in assets to be used in the business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

For the year ended June 30, 2016, there were no prepayments required based on the Borrower’s calculation of annual excess cash flow. On December 30, 2016, the Borrowers made a $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement; after giving effect to the prepayment, $703.6 million in aggregate principal amount of term loans remained outstanding under the February 2015 Credit Agreement.

February 2015 Revolver: The February 2015 Revolver provides a $50.0 million borrowing capacity with a $25.0 million sublimit available for letters of credit and a swingline loan sub-facility, maturing February 2, 2020. Borrowings under the February 2015 Revolver bear interest at a rate equal to, at the Borrower’s option, either:

(a) the LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) the one-month adjusted LIBOR plus 1.00%,

in each case, plus an applicable margin. The applicable margin for revolving loans is 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings (with margins for revolving loans subject to certain reductions based on a net first lien leverage ratio).

In addition to paying interest on outstanding principal under the February 2015 Revolver, the Borrowers are required to pay a commitment fee equal to 0.50% (subject to a step down to 0.375% based on a net first lien

123

leverage ratio) in respect of the unutilized commitments under the facility. The Borrowers are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

All borrowings under the February 2015 Revolver are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

The February 2015 Revolver requires that Presidio Holdings, after an initial grace period and subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is met if, at the end of any applicable fiscal quarter, the sum of outstanding exposure under the February 2015 Revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

As of each of December 31, 2016 and June 30, 2016, there were no outstanding borrowings on the February 2015 Revolver and there were $1.5 million in letters of credit outstanding. We are in compliance with the covenants and have $48.5 million available for borrowings under the facility.

Senior Notes and Subordinated Notes: In conjunction with the Presidio Acquisition on February 2, 2015, Presidio Holdings issued the Senior Notes in an aggregate principal amount of $250.0 million and the Subordinated Notes in an aggregate amount of $150.0 million, each of which will mature on February 15, 2023. Interest on the Notes of each series accrues at a rate of 10.25% per annum, which is payable semiannually in cash on February 15 and August 15 of each year, commencing August 15, 2015. The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’ present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the senior facilities or certain other future credit facilities or future capital markets indebtedness.

On August 28, 2015, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $38.2 million of the Subordinated Notes and on June 9, 2016 and June 14, 2016, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $2.0 million of Senior Notes and $25.6 million of Senior Notes, respectively.

As of each of December 31 and June 30, 2016, an alternative investment vehicle formed by the limited partners of the Apollo Funds owned substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG, who is the holder of 100% of the Subordinated Notes.

The Senior Notes and the related guarantees are senior unsecured obligations of Presidio Holdings and the guarantors, respectively. The Subordinated Notes and the related guarantees are senior subordinated obligations of Presidio Holdings and the guarantors, respectively.

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain specified redemption prices, plus accrued and unpaid interest. Additionally, on or prior to February 15, 2018, Presidio Holdings may redeem up to 40% of the aggregate principal amount of each series of Notes with the net proceeds of specified equity offerings at specified redemption prices, provided that at least 50% of the initial principal amount of the applicable series of Notes remains outstanding.

The indentures governing the Notes limit, among other things, Presidio Holdings and the guarantor subsidiaries’ ability to:

• incur or guarantee additional indebtedness;

124

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of Presidio Holdings’ assets.

Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s. The indentures governing the Notes also contain customary events of default.

Contractual Obligations

The following table presents a summary of our contractual obligations as of June 30, 2016 (in millions):

	Payments Due by Period
	Total		<1 year		1-3 years		4-5 years		>5 years
Receivables Securitization Facility (1)	$	5.0	$	—	$	5.0	$	—	$	—
Term loan facility (1)		732.3		7.4		14.8		14.8		695.3
Senior Notes (1)		222.5		—		—		—		222.5
Subordinated Notes (1)		111.8		—		—		—		111.8
Interest on term loan facility, Receivables Securitization Facility and Notes (2)		438.2		73.2		145.0		143.4		76.6
Operating leases (3)		49.5		11.4		16.7		11.4		10.0
Total	$	1,559.3	$	92.0	$	181.5	$	169.6	$	1,116.2

(1) Includes future principal on long-term borrowings through scheduled maturity dates.

(2) Interest payments for the variable rate term loan and Receivables Securitization Facility were calculated using interest rates as of June 30, 2016. Interest on the Notes was calculated using the stated interest rates. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness.

(3) Includes the minimum lease payments for non-cancelable operating leases used in our operations. Excluded from these amounts are applicable taxes, insurance and common area maintenance charges which we are obligated to pay per the terms of our lease agreements.

Purchase obligations are defined as an agreement to purchase goods or services which is enforceable and legally binding and specify all significant terms, including fixed or minimum quantities to be purchased, fixed minimum or variable price provisions and approximate timing of the transaction. Purchase orders and authorizations that we issue involve no firm commitment from either party and as such are excluded from the above table. We have no enforceable and legally binding purchase obligations.

Commitments and Contingencies

In the normal course of business, we are subject to certain claims and assessments that arise in the ordinary course of business. We record a liability when we believe that it is both probable that a loss has been

125

incurred and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect our consolidated results of operations or our financial position.

On July 14, 2015, we received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. We are fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, we received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating our contracts with the Internal Revenue Service as well as our interactions with other parties named in the subpoena who were involved in such contracts. We are fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, we are unable to determine their likely outcome and are unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Off-Balance Sheet Arrangements

We have $1.5 million of outstanding letters of credit on our revolver facility as of each of December 31 and June 30, 2016. We have no other off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Dividends

We do not currently anticipate paying dividends on common stock. Any declaration and payment of future dividends to holders of common stock will be at the discretion of the Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board of Directors deems relevant. Presidio, Inc., as a holding company, has no direct operations and our ability to pay dividends is limited to our available cash on hand and any funds received from subsidiaries. The terms of the indebtedness may restrict Presidio, Inc.’s ability to pay dividends, or may restrict the subsidiaries from paying dividends to Presidio, Inc. Under Delaware law, dividends may be payable only out of surplus, which is net assets minus liabilities and capital, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

126

In Note 1 to the audited historical consolidated financial statements included elsewhere in this prospectus, we include a discussion of the significant accounting policies used in the preparation of our consolidated financial statements. We believe that the following items are the most critical accounting policies and estimates that involved significant judgment as we prepared our financial statements. We consider an accounting policy or estimate to be critical if the policy or estimate requires assumptions to be made that were uncertain at the time they were made and if changes in these assumptions could have a material impact on our financial condition or results of operations.

Revenue Recognition

Revenue from our solutions is primarily composed of the sale of third-party products, software and third-party support services. Revenue is recognized when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement.

• Delivery has occurred. Shipping documents and client acceptance, when applicable, are used to verify delivery.

• The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.

• Collectability is reasonably assured. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

As a provider of solutions that use third-party products, software and third-party support services, we consider the principal versus agent accounting guidance to determine if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on the consideration of several factors and indicators.

To meet our customers’ needs, we will enter into arrangements that may consist of a combination of deliverables including third-party hardware, third-party software and third-party support service contracts along with services delivered by us and/or third-parties. These types of arrangements may contain multiple revenue-generating activities or elements where delivery or performance may occur at different times or over different periods of time as discussed in the policies below. For arrangements that contain multiple elements, the total consideration of the arrangement is allocated to the deliverables that qualify as separate units of accounting. Generally, each of the above items qualifies as separate units of accounting since they provide stand-alone value to the customer and the delivery or performance of any undelivered items is considered probable and substantially in our control. The allocation of the arrangement consideration to the separate units of accounting is based on the relative selling price of each deliverable. The relative selling price is determined based on an assessment of the cost plus a reasonable margin. The identification of the deliverables, the separate units of accounting, the estimated selling prices and the allocation of the arrangement require management estimates and judgment. We use historical sales and profitability data in making these estimates and judgments. Additionally, with the exception of our managed service offerings that are delivered over a period up to five years, the majority of our sales are completed within a relatively short time period that reduces the significance of those estimates and judgments that span across reporting periods. The allocation of the arrangement consideration to the deliverables is determined at the inception of the arrangement.

Product Revenue

Revenue for hardware and software: Revenue for the sale of hardware and software products are generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition

127

cost of the revenue recorded as cost of sales, net of vendor rebates. Revenue is generally recognized when the title and risk of loss are passed to the customer. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped from our warehouse, via drop-shipment by the vendor or supplier, or via electronic delivery for software licenses. We maintain an estimate for sales returns and credit losses based on historical experience as described below. Our vendor partners provide warranties to our customers on equipment sold and as such we have not estimated a warranty reserve or deferred revenue for potential warranty work.

Revenue for maintenance contracts: Revenue for the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by our third-party providers and as a result, we concluded that we are acting as an agent and recognize revenue on a net basis at the date of sale with revenue being equal to the gross margin on the transaction. As we are under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

Revenue from leasing arrangements: Revenue recognition for information technology products leased to customers is based on the type of the lease. Each lease is classified as either a direct financing lease, sales-type lease, or operating lease. If a lease meets one or more of the four criteria listed below and both the collectability of the minimum lease payments is reasonably predictable and there are no material uncertainties surrounding the amount of unreimbursable costs yet to be incurred, the lease is classified as either a sales-type or direct financing lease; otherwise, it is classified as an operating lease:

• the lease transfers ownership of the property to the lessee by the end of the lease term;

• the lease contains a bargain purchase option;

• the lease is equal to 75% or more of the estimated economic life of the leased property; or

• the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property at the inception of the lease.

Interest earned on direct financing leases is recognized over the term of the lease using the effective interest method. Revenue on sales-type leases is recognized at the inception of the lease at the present value of the minimum lease payments using the discount rate implicit in the lease, with the earned interest being recognized over the term of the lease using the effective interest method. Minimum lease payments comprise the rental payments that the lessee is obligated to make, excluding contingent rentals and any guarantee by the lessee to pay executory costs. Revenue from operating leases is recognized ratably on a straight-line basis over the term of the lease agreement. Revenue from the sale of the residual asset at the end of a lease term is recognized at the date of sale.

The interest income from direct financing and sales-type leases and the revenue recognized from sales-type leases, operating leases and residual asset sales are presented as product revenue in the consolidated statements of operations.

At the inception of direct financing and sales-type leases, the net investment in leases is recorded which consists of the minimum lease payments, the initial direct costs applicable for direct financing leases, the unguaranteed residual value of the leased asset and the unearned interest income.

We generally assign the customer lease payments to a financial institution along with a first priority security interest in the leased equipment (“discounting”). These assignments do not qualify for sale accounting in accordance with ASC 860, Transfers and Servicing, and as such are not derecognized from the balance sheet and instead reported as collateralized borrowings. Accordingly, the related assets remain on our balance sheet and

128

continue to be reported and accounted for as if the sale or assignment had not occurred. The majority of our assigned lease payments are on a nonrecourse basis with the financial institutions. At the time the lease is discounted, we receive a cash payment from the financial institution equal to the present value of the lease payments discounted at a fixed interest rate. A related liability is established equal to this cash payment received. The asset and liability are both decreased over the term of the lease as payments are received by the financial institution from the lessee. The typical term of our leases and the discounting arrangements is between two and five years.

Sales-type leases: At the inception of the lease, the present value of the non-cancelable rentals is recorded as revenue. Equipment costs, less the present value of the estimated residual values, are recorded in cost of revenue. The difference between the present value of the non-cancelable rentals and the minimum lease payments receivable and the difference between the present value of the estimated residual values and the future value of residuals are recorded as unearned income, which is amortized to revenue over the lease term on an effective interest rate method.

Direct financing leases: At the inception of a lease, the difference between the cost of the equipment and the present value of the non-cancelable rentals are recorded as unearned income, which is amortized to income over the lease term on an effective interest rate method.

Residual values: Residual values represent management’s estimates of the fair market or realizable values of equipment under leases at the maturity of the leases. Estimating the fair market or realizable value of equipment at a point in the future involves management judgment. Management bases its estimates on historical experience, market values for similar but aged equipment and estimated depreciation factors. Management reviews the residual values and they are reduced as necessary to reflect any decrease in the estimate of fair market or realizable values. Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. The resulting reduction in the net investment in leases is recognized as a loss in the period in which the estimate is changed. No upward revision of residual value is made subsequent to the inception of the lease.

Operating leases: At the inception of a lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in our consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Estimating the useful life of equipment requires management judgment. Management bases its estimates on historical experience and industry trends for similar products in the marketplace. Monthly payments are recorded as revenue within our consolidated statements of operations, with the depreciation expense associated with the equipment recorded in cost of product revenue.

Service Revenue

Revenue for services: Revenue for professional services and cloud services is generally recognized as the services are performed. For time and material service contracts revenue is recognized at the contractual hourly rates for the hours performed during the period. For fixed price service contracts revenue is recognized on a proportional performance method. Milestone payments are recognized against the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Estimating the proportional performance on a contract requires management judgment. Management bases its estimates on the scope of work being performed, our historical experience performing similar work and the risks and uncertainties surrounding that work. These estimates are adjusted throughout the performance of the contract as work is completed. Our actual results have not differed materially from our estimates and we do not believe it is reasonably likely that the estimates and related assumptions will change materially in the foreseeable future. Revenue for managed services is generally recognized on a straight-line basis over the term of the arrangement. We may incur upfront costs associated with professional and managed services including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided.

129

Provision for Sales Returns and Credit Losses

Accounts receivable are carried at the original invoice amount less a provision for credit losses. Management determines the provision for credit losses by reviewing all outstanding amounts to identify troubled accounts, using historical experience applied to the aging of accounts and considering current economic conditions that may affect a customer’s ability to pay. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

A provision for sales returns is maintained for potential future product returns. A corresponding provision is maintained for those product returns that we are able to return to our vendors or original equipment manufacturers. These provisions are also based on an evaluation of historical trends in product return rates and are presented in accounts receivable and product revenue.

Provision for credit losses are maintained for potentially uncollectible accounts, unbilled and financing receivables. The provisions are increased for potential credit losses, which increases expenses and decreased by subsequent recoveries. The provisions for credit losses are decreased by write offs and reductions to the provision for potential credit losses. Accounts are either written off or written down when the loss is both probable and determinable. Management’s determination of the adequacy of the provision for credit losses for accounts receivable, unbilled receivables and financing receivables is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions and other relevant factors.

Goodwill and Intangible Assets

Goodwill and intangible assets are generally acquired in conjunction with a business combination using the acquisition method of accounting. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names and contractual rights and the liabilities assumed include contractual commitments and contingencies. Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill. Determining the fair value of the assets and liabilities acquired involves significant estimates and judgments by management. Management typically engages a third-party valuation specialist to assist in the identification and valuation of these assets and liabilities. Valuing the assets and liabilities of a business generally involves the use of the market approach, income approach and cost approach.

Finite-lived Intangible Assets

Finite-lived intangible assets such as customer relationships assets and developed technology are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from one to ten years. Estimating the useful life of finite-lived intangible assets requires management judgment. Management bases its judgment on historical experience and the assumptions and inputs used in initially valuing the assets. Assumptions and inputs used in determining customer relationships and trade name values include estimating future cash flows, profitability, discount rates and a customer attrition rate. The useful life of developed technology is based on management’s estimate of market trends. Finite-lived intangible assets are reviewed for impairment or obsolescence whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by that asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the estimated fair value. No impairment of finite-lived intangible assets was recognized for any of the periods presented.

130

Goodwill and Indefinite-lived Intangible Assets

We test goodwill for impairment at least annually on March 31 of each year for each reporting unit. The impairment assessment considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In performing this qualitative assessment, we assess relevant events and circumstances that may impact the fair value and the carrying amount of each of reporting unit. Factors that are considered include, but are not limited to, the following: (1) macroeconomic conditions; (2) industry and market conditions; (3) overall financial performance and expected financial performance; (4) other entity specific events, such as changes in management or key personnel; and (5) events affecting our reporting units, such as a change in the composition of net assets or any expected dispositions.

If after assessing the qualitative factors, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a two-step impairment test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. The fair value of a reporting unit is determined by using a combination of a discounted cash flow approach and a market approach. The significant estimates and assumptions utilized in the fair value estimate include revenue and margin projections, working capital requirements, capital expenditures, terminal growth rates, discount rates and the selection of peer company multiples.

We performed impairment assessments as of March 31, 2016 and 2015. Given the close proximity of the March 31, 2015 annual goodwill impairment test to the date of the Presidio Acquisition, the fair values of the reporting units approximated the carrying values and no indicators of impairment were noted. As of March 31, 2016, our estimated fair value exceeded our carrying value by a range of 25.8% to 33.0%. A range of fair values were considered using varying assumptions in the discounted cash flow valuation model for the purposes of assessing the sensitivity of the results. On a qualitative basis, no economic, industry or our company-specific indicators were noted which would have led us to believe that it is more likely than not that goodwill was impaired since March 31, 2016.

Similar to goodwill, indefinite-lived intangible assets other than goodwill are assessed annually on March 31, or more frequently if indicated, for impairment. The impairment assessment first considers qualitative factors to determine whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired including, but not limited to, the following: (1) the performance of the underlying business related to each trade name, (2) the use of the trade names to market to customers and transact with vendors and (3) the expectation that the trade names will continue to be used going forward. If after assessing the qualitative factors, we determine that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, then we will write-down the value of the intangible asset to its fair value. The fair value of an indefinite-lived intangible asset is determined using the relief from royalty method. The significant estimates and assumptions utilized in the fair value estimates include revenue projections, the royalty rate and the weighted average cost of capital.

No impairment of goodwill or indefinite-lived intangible assets was recognized for any of the periods presented.

Share-based Compensation

We measure and recognize share-based compensation expense for all share-based awards made to employees and directors using fair value based methods over the requisite service period adjusted for estimated forfeiture rates based on historical experience. The cost of equity-classified awards is based on the grant date fair value calculated using a Black-Scholes or Monte Carlo valuation model, depending on the nature and classification of the award. The costs of liability-classified awards was based on the intrinsic value of the awards at each reporting date. All liability-classified awards were settled in conjunction with the Presidio Acquisition.

131

Share-based compensation expense for awards with a service only condition is recognized over the employee’s requisite service period using a graded vesting method. For awards with a performance condition that affects vesting, the performance condition is not considered in determining the award’s grant date fair value; however, the conditions are considered when estimating the quantity of awards that are expected to vest. No compensation expense is recorded for awards with performance conditions until the performance condition is determined to be probable of achievement. Estimating when a performance condition is probable of achievement requires management judgment. Management considers all available factors and available information in making this determination including, measurement against the performance condition, historical results, volatility, remaining contractual period of the awards and future forecasts and market outlook. For awards with a market condition that affects vesting, the market condition is considered in determining the award’s grant date fair value. Compensation expense for awards with a market condition are recognized straight-line over the derived or implied service period. For awards with both a performance and market condition, the market condition is incorporated into the fair value of the award, while the performance condition impacts the timing of the expense recognition.

In the case of modifications of awards, additional share-based compensation expense is based on the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.

Share-based compensation expense is classified as selling expenses or general and administrative expenses consistent with other compensation expense associated with the award recipient.

Assumptions used in the Black-Scholes and Monte Carlo valuation models to calculate the fair value of the awards includes the expected life, volatility, risk-free rate and dividend yield. We use the simplified method in estimating the expected life of service based awards because we do not have sufficient historical exercise data to provide a reasonable basis to estimate future exercise patterns. The expected stock price volatility is based on the average of the historical volatility of public companies in industries similar to our industry. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant over the expected term of the option. We do not use a dividend yield as we have not historically paid dividends.

We did not grant any stock options during the Predecessor period from July 1, 2014 to February 1, 2015. During the Successor period from November 20, 2014 to December 31, 2016¹⁶ the following options were granted:

Grant Date	Estimated Stock Value		Tranche A (Service Based)		Tranche B & C (Performance Based)		Exercise Price
March 11, 2015	$	10.00		1,636,750		1,629,250	$	10.00
May 5, 2015	$	10.00		5,000		5,000	$	10.00
June 5, 2015	$	10.00		15,000		15,000	$	10.00
October 1, 2015	$	12.58		9,937		9,936	$	12.58
November 1, 2015	$	12.58		7,500		7,500	$	12.58
November 24, 2015	$	17.50		28,862		28,853	$	17.50
February 1, 2016	$	17.50		113,148		113,137	$	17.50
February 26, 2016	$	17.50		57,754		57,749	$	17.50
May 19, 2016	$	17.50		27,499		20,001	$	17.50
August 10, 2016	$	17.50		17,856		17,858	$	17.50
November 11, 2016	$	21.96		11,157		11,157	$	21.96
December 12, 2016	$	21.96		5,693		5,692	$	21.96
				1,936,156		1,921,133

The estimated stock value used in the fair value calculation of the stock options granted on March 11, 2015 was determined based on the common stock value agreed to between two unrelated third parties, namely

¹⁶  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

132

affiliates of American Securities and the Apollo Group, based on the terms of the acquisition of Presidio Holdings by the Apollo Funds on February 2, 2015. As the grant of the stock options was near the time of the acquisition and our operations and structure remained unchanged during that time, management believes this value best represents the fair value of our common stock in the absence of having a quoted market price on an active exchange. For the stock options granted May 5, 2015 and June 5, 2015, management continued to estimate the stock value used in the fair value calculation at $10.00 per share. Management’s estimate was based on similar factors as those considered for the March 11, 2015 grant, as well as a sensitivity analysis and materiality assessment.

For the stock options granted between June 30, 2015 and December 31, 2016, the fair value of our common stock was determined by our Board of Directors, with input from management and in consideration of the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market for our common stock estimating the fair value of our common stock requires significant judgment and consideration of numerous objective and subjective factors, including:

• Our historical and projected operating and financial results;

• Current business conditions and performance;

• Business risks in our operating strategy;

• Trends and developments in our industry;

• Our stage of development;

• The market performance of comparable publicly traded companies;

• Lack of marketability for our common stock;

• The likelihood of achieving a liquidity event for our common stock, such as an initial public offering or sale of the company in the prevailing market conditions;

• The U.S. and global capital market conditions; and

• Management and board experience.

In valuing our common stock, our board of directors contemporaneously determined the equity value of our business using a combination of a market approach valuation method of comparable companies and an income approach valuation method using a discounted cash flow. The market approach estimates equity value based on a comparison of our company to comparable public companies in similar lines of business. From comparable companies, a representative market value multiple is determined that is applied to our results of operations to estimate the value of our company. In our valuations, the multiple of the comparative companies was determined based on EBITDA. To determine our peer group of companies, we considered companies that were similar to us in size, stage of life cycle and financial leverage. The income approach involves applying an appropriate risk-adjusted discount rate to projected cash flows based on forecasted revenue and costs. The estimated values from the market approach and income approach were then discounted by a non-marketability factor due to the fact that stockholders of private companies do not have access to trading markets similar to stockholders of publicly traded companies, which impact liquidity.

In the case of certain grants issued in between valuation dates, management considered the amount of time between the valuation date and the grant date to determine whether or not to use the latest common stock valuation.

133

There is inherent uncertainty in estimating the fair value of our common stock and if we had made different assumptions, the fair value of the underlying common stock and amount of our share-based compensation expense, net income (loss) and earnings (loss) per share would have been different.

We believe the increase in the value of our common stock from the Presidio Acquisition to the fair values estimated as of December 31, 2016 was attributed to the overall increase in equity markets and other company-specific factors, including increased performance and expected increase in liquidity from having our shares traded in the public market.

Following the closing of this Offering, the fair value per share of our common stock for purposes of determining share-based compensation expense will be the closing price of our common stock as reported on the NASDAQ on the applicable grant date and estimates regarding the fair value of our common stock will not be necessary. For purposes of this section, estimated stock value and exercise price has not been adjusted to reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the estimated stock value and exercise price in this section to reflect the Stock Split.

Income Taxes

Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment of future realization of deferred tax assets requires management judgment. Based on management’s forecast of future operations, no valuation allowance has been recorded for any of our deferred tax assets as we believe we will generate sufficient taxable income in the future to realize these benefits. Deferred tax assets and liabilities are presented based on the tax rates currently in effect and adjusted for changes in tax laws and rates on the date of enactment.

We evaluate our tax positions under a more-likely-than-not recognition threshold and measurement analysis before they can be recognized for financial statement reporting. Identifying and evaluating the likely outcome of tax positions requires management judgment. Uncertain tax positions have been classified as current or noncurrent income tax liabilities based on the expectation of whether they will be paid in the next 12 months. Our policy for interest and penalties related to income tax exposures is to recognize interest and penalties as a component of the income taxes on continuing operations in our consolidated statements of operations.

Recent Accounting Pronouncements

See the information set forth in Note 1 (Recent Accounting Pronouncements Not Yet Adopted) to the historical consolidated financial statements included elsewhere in this prospectus.

Impact of Inflation

Inflation has not had a material impact on our operating results. We generally have been able to pass along price increases to our customers, though certain economic factors and technological advances in recent years have tended to place downward pressure on pricing.

Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk

Our market risks relate primarily to changes in interest rates. The interest rates on borrowings under our term loans are floating and, therefore, are subject to fluctuations. Currently the applicable interest rate is based on a floor, however if interest rates rise in the future with the base rate increasing above the floor, our interest expense will increase. To manage this risk, we may enter into interest rate swaps to add stability to interest expense and to manage our exposure to interest rate fluctuations.

134

BUSINESS

Company Overview

Presidio is a leading provider of IT solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services, including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led, lifecycle model leads to ongoing client engagement. As of June 30, 2016, we serve approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Through our increasing focus on cloud and security, we believe we are well positioned to benefit from the rapid growth in demand for these technologies and expect our business mix to continue shifting toward them. Within our three solutions areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, IoT, data analytics, data center modernization, hybrid and multi-cloud, cyber risk management and enterprise mobility. These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

The middle market is a highly attractive segment of the IT Services market. We believe we are the leading middle-market provider of IT solutions and are differentiated by our strategic focus on this attractive segment. The increasing potential and complexity of emerging technologies and digital transformation are creating more demand for our solutions and services. As a trusted solutions provider, our clients rely on us for IT investment decisions. We simplify IT for them by building solutions utilizing what we view as the best possible technologies. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Since many large-scale IT Services providers focus on larger enterprises, and because many resellers are unable to provide end-to-end solutions, we believe the middle market has remained underpenetrated and underserved.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win, retain and expand our client relationships.

Our client base is diversified across individual customers and industry verticals. In our fiscal year ended June 30, 2016, only 19% of our revenue was attributable to our top 25 clients by revenue and no industry vertical accounted for more than 20% of our revenue. Among the verticals that we serve, healthcare, professional services, financial services, governments and education are our largest categories. We believe that our diversified business profile is a key driver of our ability to generate growth across different economic and technology cycles.

Our strategic focus on the middle-market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

135

Our revenue was $1,393 million for the Predecessor period beginning July 1, 2014 and ending February 1, 2015 and $985 million for the Successor period beginning November 20, 2014 and ending June 30, 2015. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. Our revenue for our Combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in our fiscal year ended June 30, 2016. In our fiscal year ended June 30, 2016, our net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. See “Non-GAAP Financial Measures” and footnotes 2 and 4 under “Prospectus Summary—Summary Historical and Pro Forma Financial Information” for the definitions of Adjusted EBITDA and Adjusted Net Income, the reasons for their inclusion and a reconciliation to net income.

As of December 31, 2016, our backlog orders believed to be firm was approximately $517 million, compared to approximately $410 million as of December 31, 2015. Our backlog orders believed to be firm represents executed but unfulfilled client orders that we expect to result in actual revenue in future periods. The actual realization and timing of any of this revenue is subject to various contingencies, many of which are beyond our control, and such realization may never occur or may change because an order could be reduced, modified or terminated early. Due to these uncertainties, we estimate that approximately $196 million of our backlog orders believed to be firm as of December 31, 2016 will not be fulfilled within the current fiscal year.

Market Overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

North America IT Spend by Category¹⁷ North America IT Spend by Company Size

¹⁷  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

136

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our sales in Canada generated approximately 0.3% of our revenue in the fiscal year ended June 30, 2016. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner¹⁸ predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates.¹⁹

Digital Infrastructure TAM Cloud TAM Security TAM

Specific components of our TAM are as follows:

• Digital Infrastructure solutions: Gartner and management estimate that our addressable enterprise-class infrastructure market was $125 billion in 2015 and is projected to grow at a 5% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, infrastructure consulting, network services, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

¹⁸  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

¹⁹  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

137

• Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

• Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,²⁰ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.²¹ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market - where no individual company has over 5% market share, according to Gartner.²² We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

(Percentage of fiscal 2016 revenue)

    Digital Infrastructure Cloud Security

²⁰  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

²¹  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

²²  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

138

At the core of our solutions is our services expertise, which combines professional services, project management and technology acquisition, as well as managed, maintenance and support services across our clients’ IT lifecycle. Our offerings are focused on five core foundational IT technologies: network, data center, security, collaboration and mobility. We enable our clients to capitalize on technology advances, simplify IT complexity and optimize existing environments, which drives business transformation through new applications, user experiences and revenue models. As a services-led organization, we work with our clients to understand their unique business challenges and opportunities. Once a client’s needs have been identified, a team of Presidio engineers designs a vendor-agnostic IT solution tailored to the client’s objectives and then acquires the technology and implements the solution. As part of our full lifecycle model, we also provide managed, maintenance and support services to our clients.

Across each of our solution areas, we focus on building expertise in the emerging trends and leading-edge technologies that matter most to our clients. Specifically, in Digital Infrastructure, we have deployed next-generation, converged network and data center technologies to support the increasing demands of multi-channel client interaction and an increasingly mobile workforce. In Cloud, we have developed solutions that allow us to deploy hybrid and multi-cloud environments and software-defined infrastructure, in an automated and orchestrated fashion, giving our clients agility and powerful governance over their application environments. In Security, we have developed strong capabilities in risk assessment, gap remediation, proactive risk management and incident response.

139

Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. In networking, we are designing and deploying the intelligent interconnectivity that will enable our customers to take advantage of the advances in IT, including cloud and data analytics. In collaboration, we help our clients create environments that allow for faster decision-making by integrating all their critical business and communications applications into a unified solution. Our solutions are mobile-ready, as we extend our clients’ local and wide area networks by enabling reliable, secure and scalable access to all types of mobile devices. In IoT, we are helping our clients move from traditional manual processes to automated machine-to-machine connectivity, enabling enhanced efficiency, powerful data insights and integration of historically non-IT assets into the IT environment. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Digital Infrastructure Representative Client – Huntsville, TX School District
	Situation: The Huntsville, TX School District serves 6,300 students spread across 644 square miles of bus routes. That means some students spend up to 3 hours riding the bus every day on top of school and studying, leaving little room for anything else. Drawing on our extensive experience with K-12 education clients, along with our Internet of Things (IoT) Connected Bus architecture, Presidio developed a holistic solution that integrates hardware, software, data and connectivity.
	Solution and Benefits: We deployed 3G/4G connectivity on school buses for connection to Android based tablets for student ridership, turn-by-turn navigation, driver information and designed the associated App. In addition to live telematics, tracking is provided through Automatic Vehicle Location (AVL) via GPS with geo-fencing. Students can use Wi-Fi-enabled tablets to study on the bus ride, more than doubling their discretionary time. A special App notifies parents when their children enter or exit the bus while real-time video feeds improve security. Telematics enable the fleet manager to monitor the vehicle and driver, reducing maintenance costs and optimizing routes. Fulfilling its mission to put digital resources in the classroom and support the child’s need to learn anywhere, anytime, “any path, any pace,” Huntsville is using technology to improve the quality of education as well as transportation.

Digital Infrastructure Representative Client – Hofstra University
	Situation: Hofstra University, a nationally recognized institution with the motto “pride and purpose,” is adding new schools and increasing its academic selectivity. It is the only university to host three consecutive U.S. presidential debates. But the 2016 debate was different; instead of the usual 12 months, the University had only eight weeks to prepare after the original host withdrew. Presidio was called in to program manage, design and deliver a secure data network to accommodate 4,000 members of the media.
	Solution and Benefits: With more media needing more bandwidth, demands on the network were higher than ever due to coverage by social media platforms like Facebook and Twitter, and Wi-Fi-enabled video cameras streaming the event. Presidio delivered this network and also ensured it complied with stringent security guidelines. CNN, Fox News Channel, MSNBC, Bloomberg and Telemundo International erected stages around the Student Center, broadcasting live from campus as early as two days before the debate in addition to several hundred media outlets broadcasting and filing stories simultaneously. Media coverage of the debate set a record with 80 million viewers worldwide with Hofstra ranking 12th in Google search terms related to the debate. According to the University, interest in and visits to the University rose, students were more engaged and registered to vote and through debate-related events, advocacy activity was at an all-time high.

140

Cloud Solutions: We have found that businesses are increasingly required to deliver new products and services to market in shortened time frames by leveraging technology to transform the rate at which they can innovate. Part of this transformation is the proliferation and adoption of the cloud. As a result, companies are increasingly turning to us for help with their cloud strategy and adoption. A recent survey by Gartner²³ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017. Through our acquisition of Sequoia and our organic investments, we provide cloud enablement and migration services as well as private, hybrid and multi-cloud solutions, including data center modernization, managed cloud, orchestration and automation and operational support to our clients. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our clients accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our NGRM, we provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with HIPAA, PCI DSS, FISMA, Sarbanes-Oxley Act and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

Security Representative Client – Head Injury Association
	Situation: The Head Injury Association (HIA) strives to ensure that traumatic brain injury survivors receive the medical rehabilitation and social services needed to live with dignity within their communities. When a ransomware attack brought their daily in-center and at-home programs for individuals with disabilities to a standstill, they turned to Presidio for help.
	Solution and Benefits: We determined the root cause of the attack and restored HIA’s data environment in a week, saving them a significant ransomware payment and getting daily operations back to usual. As a custodian of client medical records, the organization also needed help complying with HIPAA security regulations. HIA engaged Presidio to address broader security issues and protect against future cyberattacks. Using Presidio Cyber Risk Management, a next generation approach, we provide ongoing security architecture, compromise assessment, governance risk compliance, threat analytics and incident response. HIA also uses Presidio Managed Security Services to monitor their network, data center and environment 24/7.

²³  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

141

We offer our end-to-end solutions through our full lifecycle model. Our lifecycle approach is delivered through professional services, which includes strategy and consulting, solutions design, testing and configuration and custom deployment, as well as project management and technology acquisition, managed services and maintenance and support. Once a solution has been designed and agreed upon, our engineers provide expert implementation and integration of the customized solution into the client’s IT environment. As part of deployment, we stage and test solutions before installing them and then coordinate resources and manage timelines to make sure we deliver according to our client’s exact specifications. Once a solution has been deployed, we provide managed maintenance and support services to ensure our clients IT environments are operating according to plan. As part of our ongoing support, we help our clients identify areas where they can further strengthen their IT solutions.

Presidio’s Lifecycle Model

Our ability to provide a full lifecycle of services creates multiple ongoing touch points with our clients, which we believe drives deep client relationships and high satisfaction because we are able to serve as the single source for their IT solutions needs.

Our Go-to-market Approach

Our approach is to deliver engineering and services-led solutions to best meet our clients’ evolving IT needs. We have built an innovative and flexible organization with a proven history of identifying and capitalizing on disruptive technologies and market transitions. As of June 30, 2016, we have over 500 direct sales professionals and a team of approximately 1,600 engineers across more than 60 offices nationally who we believe provide high-quality, consistent service to our clients. Our model is focused on developing long-standing, deep relationships through local touch-points, combined with strong technical expertise and the ability to provide an end-to-end solution to solve our clients’ complex IT needs. Our relationships with our clients extend beyond

142

the solutions we provide to include full lifecycle services such as managed services, maintenance and support, which drive our ongoing client engagement. Our service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services. We believe the differentiated combination of our national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services separates us from other providers in the market.

Our vendor-agnostic approach to the market allows us to develop optimal solutions based on what we view as the best mix of technologies. Our best-of-breed philosophy is a significant differentiator versus reseller and fulfillment models. Rather than responding to simple procurement requests, we advise clients on solutions that drive business transformation. We then design the solutions with what we view as the best technologies available.

To cater to certain clients’ desires to lower capital expenditures, we offer flexible consumption models. For example, we have the ability to deliver our full range of IT solutions in an ITaaS model. This provides clients with the option to consume technology “as a service,” accessing and paying for technology as it is consumed.

Our Clients

As of June 30, 2016, our client base consists of approximately 7,000 large, middle-market and government organizations in North America, and we support a number of U.S. multinational clients who deploy IT solutions globally, delivering solutions in approximately 100 countries. 70% of our revenue for our fiscal year ended June 30, 2016 came from our core middle-market client base, which we define as companies with less than $10 billion in annual revenue. We have developed our business model to fit the specific needs of the middle-market companies that (i) are large enough to have consistent, regular IT spend; (ii) have complex requirements and often require access to scale and expertise across multiple technology areas; (iii) are overlooked by the large service providers; and (iv) are underserved by resellers and regional providers that lack the necessary scale and technical expertise.

Our clients operate across a diverse array of industries, including healthcare, professional services, financial services, education, manufacturing, state and local government, media, federal government, energy and retail. As a result of our broad client base, we benefit from low client concentration, with our top 25 clients representing 19% of our revenue for our fiscal year ended June 30, 2016 (measured by revenue generated by client).

(Percentage of Fiscal 2016 Revenue)

Clients by Type Client Verticals by Revenue Client Concentration

143

Our Competitive Strengths

Leading Provider of IT Solutions to the Middle Market

We focus on serving the attractive middle-market segment of the IT Services market. The middle market is one of the fastest growing segments of the overall IT Services market. We believe this is due to the strong demand for IT expertise in the segment, the massive number of companies in the segment and significant under-penetration in the segment. We believe we have created a compelling brand and reputation as a leading provider of enterprise-class IT solutions. We have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that we believe separates us from other providers in the market. Our ability to provide end-to-end solutions and solve complex needs has allowed us to become a partner of choice for our middle-market clients.

End-to-end Enterprise-class Solutions

We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services and technology to give us a significant competitive advantage compared to other IT providers. We believe that businesses are increasingly seeking a single provider of integrated multi-vendor, multi-technology solutions for their complex and mission-critical IT needs. Our ability to take a client’s high-level vision and distill it into a tangible IT roadmap is a key differentiator for our company; it requires a high degree of investment and technical know-how across technologies that would be difficult and costly to replicate. Our solutions enhance the technology capabilities that our clients believe are most important to their businesses by empowering enhanced productivity and expanded offerings to their clients. With our clients, our lifecycle approach allows for ongoing engagement across new projects and upgrades, as well as ongoing managed services and support. This service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services.

Cutting-edge Technology Capabilities with a Proven Record of Capitalizing on Technological Shifts

We believe that our flexible business model has enabled us to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. We actively make organic and inorganic investments in the future of IT solutions, including multi-cloud, IoT, security and managed services. Recent examples of solutions developed for clients include our connected-vehicle solutions, Presidio Managed Cloud and our proprietary NGRM security offering. To ensure our clients have access to a wide range of technologies and best-of-breed solutions, we have developed strong relationships with over 500 OEMs as of June 30, 2016. We partner with leading IT providers, such as Cisco, Citrix, Dell, EMC, F5, NetApp and VMware, as well as with emerging OEMs who specialize in next-generation technology such as Arista, FireEye, Nutanix, Palo Alto and Pure. We also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help our clients capitalize on public and multi-cloud environments.

National Scale with Local Relationships Driven by an Industry-leading Team of Engineers

While we operate on a national scale, our go-to-market approach is highly localized, helping to ensure a high degree of connectivity and continuity with our clients. Our solutions capability is powered by our services-led organization with specialized expertise across over 60 offices in the United States and over 2,800 employees nationally (in each case, as of June 30, 2016) to provide a high degree of connectivity with our clients. We deploy our end-to-end IT solutions through our team of approximately 1,600 engineers as of June 30, 2016, providing our middle-market client base with expertise that is difficult to replicate in-house. Our productive sales force, combined with our strong consulting capabilities, drive what we believe is our industry-leading engineer-to-sales-person ratio. We believe that the talent, experience and credibility of our engineering team help make us a preferred provider for advanced IT solutions.

144

The following map shows our office locations, which we believe demonstrates our broad geographic reach.

Presidio’s Geographic Footprint

Broad and Loyal Client Base

As of June 30, 2016, we have approximately 7,000 clients primarily in the middle market and government segments. In addition, we also serve clients that have grown beyond the middle market, as well as targeted large enterprises. Our clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Our broad client base provides us a diversified and reoccurring revenue opportunity that helps us grow across economic and technology cycles. Our high-touch, lifecycle approach has resulted in strong client satisfaction as demonstrated by our NPS of 49 in 2014, 59 in 2015 and 65 in 2016, which compares very favorably to the Tech Vendor NPS Benchmark, 2016 (B2B) average score of 30 according to Temkin Group. This positive client satisfaction helps drive our long-term and expanding client relationships. Since 2014, we have grown the number of clients to whom we have sold solutions across all three of our solutions areas from approximately 900 to approximately 1,600. Our relationship with our top 25 clients averages over six years. Our clients are loyal and continue to rely on us for services and new solutions, as evidenced by the fact that clients comprising 95% of our fiscal 2013 revenue made repeat purchases during our 2014 to 2016 fiscal years. We have grown the number of clients that produced more than $100,000 of revenue from approximately 1,900 in fiscal 2014 to 2,150 in fiscal 2016.

Strong Domain Expertise

Our engineers develop custom solutions for clients within specific technologies and verticals and drive them across our national network. We have expertise in digital infrastructure, cloud and security solutions, and we have a deep understanding of the emerging trends, technologies and best practices. Our extensive experience with a broad set of technologies allows us to create differentiated and best-in-class solutions, which we expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients. Across our national platform, we develop insights into the specific IT challenges facing our clients, which provide us with a

145

significant advantage in developing superior solutions and winning new clients. We are able to leverage this domain expertise within and across verticals and technologies. Our ability to replicate and scale our knowledge and practices greatly enhances our efficiency and the quality of our solutions. Through our proprietary iConnect internal intranet, Presidio engineering and sales teams are able to access prior work product including successful proposals, scopes of work, design and as-built drawings, configurations and technical training. By leveraging this knowledge base, our professionals are able to quickly and efficiently respond to new opportunities with validated technical details based on previous work for that client or another of a similar size or in a similar vertical.

Our Growth Strategies

Expand and Deepen Relationships with Existing Clients

We have a long history of expanding revenue from existing clients by selling additional solutions based on their evolving needs. Our sales force and consulting teams grew our revenue per existing client (exclusive of Netech) from $382,000 in our fiscal year ended June 30, 2014 to $459,000 in our fiscal year ended June 30, 2016 by expanding the breadth of technical solutions we provide and further penetrating our client base. We believe increasing complexity in the market combined, with our end-to-end IT solutions and our high-touch, lifecycle approach, position us for continued growth. This approach has resulted in strong client satisfaction and increasing client engagement that we believe will enable us to continue expanding our revenue per client as our clients leverage our expertise to adopt emerging technologies. As middle-market businesses embrace cloud capabilities and enhance digital security, we believe we are well positioned to capture increased spend from our existing client relationships.

Develop New Client Relationships

We believe the diverse and fragmented nature of the North American IT Services market provides us with a significant opportunity to further grow our client base. We have developed domain expertise managing complex technologies and vertical specific-challenges, which makes us a compelling choice for potential clients looking for an IT solutions partner. Our efforts to develop new client relationships are supported by our existing referenceable client base. With our technological capabilities and proven record of success with clients, we are well positioned to acquire more clients as the need grows for consulting, deployment, integration and managed services. We also conduct highly coordinated marketing and sales activities using the strength of the Presidio brand to win new clients and penetrate highly localized markets. In these markets, we are well positioned against smaller regional IT providers who lack the resources to invest in increasingly advanced IT solutions.

Develop and Offer New Services and Solutions

We focus on providing our clients with the highest quality, optimal solutions for their complex IT needs. We have developed innovative solutions for our clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. Digital Infrastructure, Cloud and Security are some of the fastest growing areas of IT spend and we are focused on developing and deploying new solutions to serve these markets. For example, we have a proprietary connected-vehicle solution, Presidio Managed Cloud and NGRM security offering that help solve complex IT problems associated with these trends. Through our national team of engineers, we maintain institutional knowledge and services capabilities that are adaptable, scalable and transferrable. We are constantly improving our offerings and developing new services and solutions for our clients, which we expect to drive incremental growth from existing and new clients.

Further Penetrate the North American Market

We have been expanding our geographic footprint in North America organically and inorganically and see new opportunities in several major regions. We take a deliberate and strategic approach to deciding which markets to pursue and consider a number of factors. Our expertise and solutions are scalable from region to

146

region, so as we continue to expand we expect to take market share and create opportunities in new markets. For example, through organic investment in the Great Lakes region we generated a revenue CAGR of 36% from fiscal year 2012 to fiscal year 2016 in that region. Over that time period, we expanded our sales organization in key markets in Chicago, Indianapolis, Detroit, Cincinnati and Cleveland, and at the same time we made investments in engineering personnel to support our expanded activities in the region.

Pursue Strategic Acquisitions

We expect to continue to consider strategic acquisitions that can increase our technology expertise and geographic presence. We believe that our M&A strategy enhances and augments all of our growth avenues, including gaining capabilities, cross-selling to our existing clients and entering new markets and verticals. Since 2004, we have acquired and successfully integrated ten companies, capitalizing on our scale, client relationships and vendor partnerships to drive margin expansion post-acquisition. In 2015, we acquired Sequoia, a consulting, integration and services company headquartered in California, which provides us with improved cloud consulting and integration capabilities. Most recently, in 2016, we acquired Netech Corporation, an IT solutions provider headquartered in Michigan, which provides us with 11 offices to penetrate significant opportunities in the Midwestern United States. We have been successful at integrating our acquisitions and at retaining key management talent. These acquisitions are complementary with new office openings and the organic expansion of our presence in existing geographic markets. We expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing our solutions offerings and geographic presence.

Our Competition

We believe we are the only national, vendor-agnostic IT Services company that provides advanced end-to-end solutions through local high-touch relationships to the middle market. We believe we are competitively differentiated by our broad range of capabilities that we combine to offer best-in-class solutions to the middle market. We incorporate high-value services including strategy and consulting, design, implementation, optimization, and managed services, as well as technology expertise and strong vendor relationships. Across our solutions, we compete with companies such as Accenture, CDW, Deloitte, IBM, and Optiv. We categorize our competitors as:

• Large Service Providers: Global service providers have scale and consulting capabilities but are not middle-market focused and generally do not provide all aspects of the IT value chain. We combine the scale, talent, technical expertise, and high-value services of the large service providers with end-to-end solution capabilities and a strategic middle-market focus.

• Local and Regional Providers: Though local and regional providers often have strong local relationships, many of them have historically been focused on one or two IT areas. As IT complexity has increased, these providers have attempted to transition from a siloed approach toward a multi-technology and multi-vendor approach. However, the relatively small scale of local and regional providers makes investments across multiple, integrated technology stacks financially prohibitive and, as a result, these competitors are increasingly getting left behind as they lack the professional and managed services capabilities in digital infrastructure, cloud, IoT, and cybersecurity. Also, lack of capability and financial scale often excludes these providers from executing on larger, multi-geography projects and relationships and developing advanced services.

• Boutique Specialists: Many boutique specialists focus in one distinct solution area rather than developing deep capabilities across the full range of IT challenges facing clients today. These firms are also typically sub-scale in terms of geographic coverage limiting their abilities to service larger, multi-location/multi-national customers. Our technical know-how across technologies and vendors, combined with our scale and broad client base, gives us the ability to deliver end-to-end offerings to

147

much larger and more diverse end markets. As technologies continue to grow in complexity and interdependency, these providers will struggle to service client’s needs.

• Resellers: Rather than focusing principally on product resale, we focus on consulting, solution delivery, and ongoing services that allow us to develop long-lasting client relationships. Our lifecycle engagement model focuses on a holistic approach that includes high-value services and end-to-end solutions.

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner²⁴ and the Bureau of Economic Analysis, respectively.²⁵

We are led by Chief Executive Officer Bob Cagnazzi, Chief Financial Officer Paul Fletcher, Chief Operating Officer Dave Hart and Chief Technology Officer Vinu Thomas. They are joined by a management team with an extensive track record of performance and execution, drawing on approximately 280 collective years of experience in the North American IT solutions markets. Our senior leadership team is backed by a deep bench of management and technology talent that we believe provides us with a pipeline of future leaders and innovators.

Under this team’s leadership, we have entered new geographies and adjacent technologies and achieved above-market growth. Presidio has grown into a national business with the scale and capability to serve a diverse set of end markets and technology challenges. We believe that the depth and extensive industry experience of our management team will serve to provide solid leadership for continued growth and profitability.

Acquisitions

We have a long and successful track record of growing and improving our business and retaining key personnel through strategic tuck-in acquisitions. Since 2004, we have made ten strategic acquisitions. We acquire assets to improve our technology expertise and expand our geographic footprint. Recent examples include:

• In 2016, we acquired Netech to expand our reach in the U.S. Midwest / Great Lakes region;

• In 2015, we acquired Sequoia to improve our highly specialized cloud professional services;

• In 2012, we acquired BlueWater Communications to expand our portfolio of advanced IT solutions and managed services; and

• In 2011, we acquired INX to broaden our portfolio of services and solutions and to significantly expand our footprint across the United States.

Through this experience we have created specific methodologies and processes related to the identification and integration of targets.

²⁴  See Gartner notes (1) and (7) in the section titled “Market, Industry and Other Data.”

²⁵  Source: Bureau of Economic Analysis – U.S. Department of Commerce, “NIPA Tables.”

148

Our Sponsor

Aegis LP is the beneficial owner of most of our common stock. See “Principal Stockholders.” Aegis GP is the general partner of Aegis LP and Apollo VIII, Apollo Overseas VIII, Apollo Overseas Delaware and Apollo Overseas Delaware 892 are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the non-member manager of Aegis GP. Apollo Management is the sole member and manager of Apollo VIII and Apollo Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Apollo Management GP and Management Holdings GP is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this paragraph is 9 West 57th Street, New York, New York 10019.

Founded in 1990, Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. As of December 31, 2016, Apollo had assets under management of approximately $192 billion in private equity, credit and real estate funds, invested across a core group of nine industries in which Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com. Information contained on Apollo’s website is not intended to form a part of or be incorporated by reference into this prospectus.

Facilities

We lease all of our properties, which function primarily as regional sales and engineering offices. As of December 31, 2016, we leased space in 69 buildings across the United States. We believe that our current facilities are adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Intellectual Property

The PRESIDIO^® trademark and certain variations thereof are registered or are the subject of pending trademark applications in the U.S. We believe our trademarks have significant value and are important factors in our marketing programs. In addition, we own registrations for domain names, including presidio.com and certain other domains, for certain of our primary trademarks.

We also have pending U.S. patent applications related to our cloud management solution known as Presidio Managed Cloud. No patents have issued from these applications yet and the likelihood of receiving patent protection based on these applications is not yet clear. Once issued, a patent generally has a term of 20 years from the date the application for the patent is filed. Seeking patent protection is part our strategy for competitively differentiating our hybrid cloud solution, but patent protection is not essential to our company as a whole or to our Presidio Managed Cloud business.

Government Contracts

We provide IT services to various government agencies, including federal, state and local government entities. For the fiscal year ended June 30, 2016, 11% of our revenue came from sales to state and local governments and 6% of our revenue was derived from sales to the federal government. Our government contracts are terminable at any time at the convenience of the contracting agency or group purchasing organization. As such, our relationships with public sector clients are susceptible to government budget, procurement and other policies.

149

Governmental, Legal and Regulatory Matters

We are involved in various legal actions and proceedings arising in the ordinary course of business, including claims with respect to employment, contract, intellectual property infringement and indemnification matters. Though it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material effect on our business, financial condition or results of operations.

We provide information technology services to various government agencies, including federal, state and local government entities, as well as international and intergovernmental agencies. Sales to such public sector clients are highly regulated. Any noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations – including, but not limited to, the False Claims Act and the Foreign Corrupt Practices Act – could result in civil, criminal and administrative liability, such as substantial monetary fines or damages, the termination of government contracts or other public sector client contracts and suspension, debarment or ineligibility from doing business with the government and with other clients in the public sector. Because of our significant sales to public sector clients, we are subject to audit by federal, state and local authorities, and from time to time we receive subpoenas and other requests for information from various government authorities.

On July 14, 2015, we received a subpoena from the Office of Inspector General for the GSA seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conducted in the GSA Multiple Award Schedule program. We are fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, we received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating to Company contracts with the Internal Revenue Service as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. We are fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Employees

Our employees are core to our business and we leverage their long-standing, deep client relationships and strong technical expertise to deliver complex end-to-end solutions to best meet our clients’ needs. As of December 31, 2016, we had over 2,800 employees, of which approximately 1,600 were technical engineers. We believe that our employee base, which has an average age of 42 as of December 31, 2016, is well-educated and has a substantial amount of professional experience that serves our clients and mentors the newest generation in our workforce. Our core values of teamwork, execution excellence, integrity and forward thinking are the foundation of our collaborative team-oriented culture. Presidio is not unionized and none of our employees are currently covered under collective bargaining agreements. We believe our relations with our employees are good and we have never experienced a material work stoppage.

150

MANAGEMENT

Directors and Executive Officers

The following table provides information regarding our executive officers and directors:

Name	Age	Title
Robert Cagnazzi (1), (2), (5)	57	Chief Executive Officer and Director
Paul Fletcher	57	Executive Vice President, Chief Financial Officer and Assistant Secretary
David Hart	49	Executive Vice President and Chief Operating Officer
Elliot Brecher	51	Senior Vice President, General Counsel and Secretary
Vinu Thomas	40	Chief Technology Officer
Giovanni Visentin (3)	54	Director and Chairman of the Board
Christopher L. Edson (1), (2), (4), (5)	33	Director
Salim Hirji	27	Director
Dr. Steven Lerner (4)	62	Director
Matthew H. Nord (1), (2), (5)	37	Director
Pankaj Patel (3)	63	Director
Todd H. Siegel (4)	46	Director
Joseph Trost (3), (4)	59	Director

(1) Member of the Compensation Committee.

(2) Member of the Nominating and Corporate Governance Committee.

(3) Member of the Innovation and Technology Committee.

(4) Member of the Audit Committee.

(5) Member of the Executive Committee.

Executive Officers

Robert Cagnazzi has served as the Chief Executive Officer of the Company since February 29, 2012. Previously, he founded Bluewater Communications LLC in 2006 and served as Chief Executive Officer until the company was acquired by Presidio in 2012. Prior to that, he served as Chief Executive Officer of North America at Dimension Data Holdings PLC from 2001 to 2006.

Paul Fletcher has served as Executive Vice President and Chief Financial Officer of the Company since August 2007. Mr. Fletcher served as the Senior Vice President and Chief Financial Officer of Trex Company Inc. from July 2003 to September 2007 and as its Principal Accounting Officer until September 2007. He also served at Trex Company as Vice President of Finance from October 2001 to December 2002. Prior to that, he has held various executive positions at AMX, LLC, Excel Telecommunications Inc. and Lomas Financial Corporation. Mr. Fletcher served as a director of Vul Corporation from September 2011 to July 2013.

David Hart has served as Chief Operating Officer of the Company since June 2013 and, until 2015, also served as Chief Technology Officer. He joined the Company in 2005 when the Company acquired Networked Information Systems (“NIS”), where he led sales engineering, professional and managed services delivery and project management services from NIS’s founding in 1999. Prior to NIS, Mr. Hart was Vice President of Engineering at Aztec Technology Partners and at its predecessor, Bay State Computer Group.

151

Elliot Brecher has served as Senior Vice President and General Counsel of the Company since July 2015. Prior to joining us, from 2013 he was General Counsel of Amber Road, Inc., a New York Stock Exchange listed provider of cloud-based global trade management solutions delivered using a SaaS model. He served as Senior Vice President and General Counsel of Insight Communications Company, Inc., a Midwest-based cable operator, from 2000 until its sale to Time Warner Cable, Inc. in 2012. From 1994 until joining Insight, he was associated with the law firm Cooperman Levitt Winikoff Lester & Newman, P.C., where he became a partner in 1996. Prior to that, he was associated with the law firm Rosenman & Colin LLP.

Vinu Thomas has served as Chief Technology Officer of the Company since February 2016 and is responsible for guiding Presidio’s technology strategy, solution and service offerings, vendor and product management and industry thought leadership. He has built Presidio’s technology teams around networking, mobility, data center and collaboration, while also working on strategic initiatives and investments that include cloud, cyber security, data analytics and virtual desktop infrastructure (VDU). He was previously Vice President of Solutions for our Tristate Area and has a total of 20 years of experience in systems integration, practice building and engineering.

Directors

The Company’s Board of Directors has nine members.

Giovanni Visentin currently serves as the Chairman of the Board of Directors of the Company. He is also the Executive Chairman and Chief Executive Officer of Novitex Enterprise Solutions (“Novitex”). In his role, he is responsible for developing and overseeing the corporate direction and strategy for the company. He was named CEO in October 2013 following the acquisition of Pitney Bowes Management Services by funds affiliated with Apollo Global Management. Before Novitex, he was Executive Vice President and General Manager of HP Enterprise Services, which was responsible for developing and selling technology infrastructure, applications and business services to clients. Prior to HP, he worked at IBM, where he most recently served as General Manager of Integrated Technology Services for North America. He graduated from Concordia University in Montreal, Canada, with a Bachelor of Commerce. He is fluent in English, Italian and French. Mr. Visentin’s extensive experience in business qualifies him to serve on our Board of Directors. Mr. Visentin joined the Board of Directors on February 2, 2015.

Robert Cagnazzi has served as the Chief Executive Officer of the Company since February 29, 2012.

Previously, he founded Bluewater Communications LLC in 2006 and served as Chief Executive Officer until the

company was acquired by Presidio in 2012. Prior to that, he served as Chief Executive Officer of North America at Dimension Data Holdings PLC from 2001 to 2006. Mr. Cagnazzi’s experience as our Chief Executive Officer qualifies him to serve on our Board of Directors. Mr. Cagnazzi joined the board of directors of Predecessor on February 29, 2012, in connection with Predecessor’s acquisition of Bluewater Communications LLC, and continued as a member of the Board of Directors following the Presidio Acquisition on February 12, 2015.

Christopher L. Edson is currently a principal at Apollo Global Management, which he joined in 2008. From 2005 to 2008, Mr. Edson was a member of the Financial Institutions Investment Banking Group of Goldman Sachs in both New York and Chicago. Mr. Edson serves on several boards of directors, including Presidio Holdings Inc., MidCap Financial Holdings, LLC, Diamond Resorts International, Inc., Novitex Holdings, Inc. and Regional Care Hospital Partners Holdings, Inc. During the past five years, Mr. Edson has also served as a director of Athene Group, Ltd., and SourceHOV Holdings, Inc. Mr. Edson graduated with a B.S. in Finance from Indiana University. Between his work at Apollo and his prior experience in investment banking, Mr. Edson has approximately 12 years of experience analyzing, financing and investing in public and private companies. Mr. Edson’s extensive experience in business and finance qualifies him to serve on our Board of Directors. Mr. Edson joined the board of directors of Successor upon its formation on November 20, 2014, and continued as a member of the Board of Directors following the Presidio Acquisition on February 2, 2015.

Salim Hirji is an associate at Apollo Global Management, LLC having joined Apollo in 2013. Prior to that time, Mr. Hirji was a member of the Financial Institutions Investment Banking Group of Goldman, Sachs & Co. Mr. Hirji graduated summa cum laude with a B.A. in Economics and Political Science from Columbia

152

University. Between his work at Apollo and his prior experience in investment banking, Mr. Hirji has approximately 6 years of experience analyzing, financing, and investing in public and private companies. Mr. Hirji’s extensive experience in business and finance qualify him to serve on our Board. Mr. Hirji joined the Board of Directors on February 10, 2017.

Dr. Steven Lerner joined Presidio as a director in 2017. Dr. Lerner is a director of Yadkin Bank and Yadkin Financial Corporation, which he joined as a director in July 2014 following the merger of VantageSouth Bancshares, Inc. and Piedmont Community Bank Holdings, Inc. with Yadkin Financial Corporation. Prior to the merger, Dr. Lerner served as a director of VantageSouth Bancshares, Inc. since November 2011, and as Vice Chairman of Piedmont Community Bank Holdings, Inc. since he co-founded the company in 2009. He has served as the Chairman of FGI Research, a provider of online market research services, since he founded the company in 1981. From 2000-2012, Dr. Lerner served as Chairman of Capstrat, Inc., a strategic marketing communication firm, and he was Chairman of Yankelovich, Inc., a consumer research firm, from 2000-2008. Dr. Lerner has spent the last 30 years helping small and medium sized businesses maximize their potential. He has been involved in the formation of a number of companies including Blue Hill Group, and Sterling Cellular prior to its sale in 1993. Dr. Lerner serves on the board of advisors of Bandwidth.com, a provider of next generation communications services. Dr. Lerner served as a member of the University of North Carolina at Chapel Hill board of trustees until July 2015. Dr. Lerner’s extensive business experience, as well as his extensive experience in the information technology sector, qualify him to serve on our Board of Directors. Dr. Lerner served on the board of directors of Predecessor from March 2012 until the Presidio Acquisition, and joined the Company’s Board of Directors on February 10, 2017.

Matthew H. Nord is a Senior Partner at Apollo, having joined in 2003. Prior to that time, Mr. Nord was a member of the Investment Banking division of Salomon Smith Barney Inc. Mr. Nord serves on the boards of directors of ADT, Presidio, Inc., Novitex Enterprise Solutions and RegionalCare Hospital Partners. Mr. Nord also serves on the Board of Trustees of Montefiore Health System and on the Board of Overseers of the University of Pennsylvania’s School of Design. Mr. Nord previously served on the boards of directors of Affinion Group, Constellium NV, EVERTEC, Hughes Telematics, MidCap Financial, Mobile Satellite Ventures, Noranda Aluminum and SourceHOV. Mr. Nord graduated summa cum laude with a BS in Economics from the University of Pennsylvania’s Wharton School of Business. Between his work at Apollo and his prior experience in investment banking, Mr. Nord has extensive experience analyzing, financing and investing in public and private companies, which qualifies him to serve on our Board of Directors. Mr. Nord joined the board of directors of Successor upon its formation on November 20, 2014, and continued as a member of the Board of Directors following the Presidio Acquisition on February 2, 2015.

Pankaj Patel served as Executive Vice President and Chief Development Officer at Cisco Systems, Inc., a worldwide leader in IT, from June 2012 to July 2016, creating solutions built on intelligent networks that were designed to solve customers’ challenges. Mr. Patel served as executive advisor to the CEO from July 31, 2016 until his retirement on October 28, 2016. Mr. Patel reported to the CEO as the Engineering head of the company’s product and solution portfolio and drove the business and technology strategy across Cisco’s Routing, Switching, Wireless, Security, Mobility, Video, Collaboration, Data Center and Cloud offerings, where his responsibilities included defining priorities and investment allocation of research and development funds. Prior to Cisco, Mr. Patel launched and ran a successful startup business. Mr. Patel’s extensive business experience, as well as his extensive experience in the North American IT market, qualify him to serve on our Board of Directors. Mr. Patel joined the Board of Directors on May 19, 2016.

Todd H. Siegel was appointed Chief Executive Officer of Affinion Group Holdings, Inc. and a director of Affinion Group Holdings, Inc. (“Affinion”) as of September 20, 2012. Mr. Siegel was formerly Chief Financial Officer of Affinion from November 2008 to September 2012 and served as an Executive Vice President from October 17, 2005. Mr. Siegel also served as General Counsel of Affinion from October 17, 2005 to February 16, 2009. Mr. Siegel joined Affinion in November 1999 as a member of the Legal Department of the Membership Division of Cendant. Before that, he served as General Counsel of Trilegiant starting in July 2003

153

and Cendant Marketing Group starting in January 2004. From 1997 to 1999, Mr. Siegel was a corporate associate at Skadden, Arps, Slate, Meagher and Flom, LLP. From 1992 until 1994, he was employed as a certified public accountant with Ernst & Young. Mr. Siegel’s extensive experience in business and finance qualifies him to serve on our Board of Directors. Mr. Siegel joined the Board of Directors on February 2, 2015.

Joseph Trost has served as the Chief Operating Officer of Novitex Enterprise Solutions since October 2013. His focus is on enhancing the customer experience and optimizing operational efficiency. He has previously held several management positions at IBM and most recently served as the Vice President for ITS Service Delivery from June 2011. He graduated summa cum laude from Marist College and holds a Bachelor of Science degree in Business Administration. Mr. Trost’s extensive experience in business qualifies him to serve on our Board of Directors. Mr. Trost joined the Board of Directors on February 2, 2015.

Composition of Board of Directors

Upon completion of this Offering, we expect that our Board of Directors will have nine directors. We intend to avail ourselves of the “controlled company” exception under the NASDAQ rules, which eliminates the requirements that we have a majority of independent directors on our board of directors and that we have Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors. We will be required, however, to have an Audit Committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this Offering and of which this prospectus is part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we will be required to have a majority of independent directors on our Audit Committee. Thereafter, we will be required to have an Audit Committee composed entirely of independent directors.

Our Board of Directors has determined that each of Pankaj Patel, Dr. Steven Lerner and Todd H. Siegel is “independent” under the rules of the NASDAQ. Our Board of Directors has also determined that each of Dr. Steven Lerner and Todd H. Siegel satisfies the independence standards for the Audit Committee established by the SEC and the rules of the NASDAQ.

If at any time we cease to be a “controlled company” under the NASDAQ rules, the Board of Directors will take all action necessary to comply with the NASDAQ rules, including appointing a majority of independent directors to the Board of Directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Upon completion of this Offering, we intend to divide our Board of Directors into three classes. The members of each class will serve staggered, three-year terms (other than with respect to the initial terms of the Class I and Class II directors, which will be one and two years, respectively). Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Upon consummation of this Offering:

• Giovanni Visentin, Todd H. Siegel and Joseph Trost will be Class I directors, whose initial terms will expire at the 2017 annual meeting of stockholders;

• Christopher L. Edson, Salim Hirji and Dr. Steven Lerner will be Class II directors, whose initial terms will expire at the 2018 annual meeting of stockholders; and

• Robert Cagnazzi, Matthew H. Nord and Pankaj Patel will be Class III directors, whose initial terms will expire at the 2019 annual meeting of stockholders.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control.

154

At each annual meeting following completion of this Offering, our stockholders will elect the successors to our directors. Our executive officers and key employees serve at the discretion of our Board of Directors. Directors may be removed only for cause and then by the affirmative vote of a majority of the voting power entitled to vote for the election of directors.

Board Committees

Our Board of Directors has a Compensation Committee, an Innovation and Technology Committee, an Audit Committee, a Nominating and Corporate Governance Committee and an Executive Committee. The charters for each of our committees will be available, free of charge, on our website, http://www.Presidio.com.

Audit Committee

Upon completion of this Offering, our Audit Committee will consist of Joseph Trost, Todd H. Siegel, Christopher L. Edson and Dr. Steven Lerner. Our Board of Directors has determined that each of Dr. Steven Lerner and Todd H. Siegel satisfies the requirements for independence and financial literacy under the rules and regulations of the NASDAQ and the SEC. Our Board of Directors has also determined that Todd H. Siegel qualifies as an Audit Committee financial expert as defined under SEC rules and regulations and satisfies the financial sophistication requirements of the NASDAQ.

The principal duties and responsibilities of our Audit Committee are to oversee and monitor the following:

• the annual appointment of auditors, including the independence, qualifications and performance of our auditors and the scope of audit and non-audit assignments and related fees;

• the accounting principles we use in financial reporting;

• our financial reporting process and internal auditing and control procedures;

• our risk management policies;

• the integrity of our financial statements; and

• our compliance with legal, ethical and regulatory matters.

Compensation Committee

Upon completion of this Offering, our Compensation Committee will consist of Robert Cagnazzi, Matthew H. Nord and Christopher L. Edson. The principal duties and responsibilities of our Compensation Committee are the following:

• approval and recommendation to our Board of Directors of all compensation plans for our CEO, all of our employees and those of our subsidiaries who report directly to the CEO and other executive officers, as well as all compensation for our Board of Directors;

• approval and authorization of grants under our or our subsidiaries’ incentive plans, including all equity plans and long-term incentive plans; and

• the preparation of any report on executive compensation required by SEC rules and regulations, if any.

155

Innovation and Technology Committee

Upon completion of this Offering, our Innovation and Technology Committee will consist of Giovanni Visentin, Pankaj Patel and Joseph Trost. The principal duties and responsibilities of our Innovation and Technology Committee are the following:

• To review and make recommendations to the Board on major strategies and other subjects relating to:

• the Company’s approach to technical and commercial innovation;

• the long-term strategic goals of the Company’s internal and commercial technology investments;

• the Company’s technology position in a competitive environment;

• the innovation and technology acquisition process to assure accelerated business growth and response to emerging technology threats and opportunities through contracts, grants, collaborative efforts, strategic alliances, mergers and acquisitions;

• the management and leverage of intellectual property;

• the formal projects and actions being taken to drive and enable technology innovation; and

• measurement and tracking systems important to successful innovation.

Nominating and Corporate Governance Committee

Prior to the completion of this Offering, our Board of Directors will appoint Robert Cagnazzi, Christopher Edson and Matthew H. Nord to serve on the Nominating and Corporate Governance Committee. The principal duties and responsibilities of our Nominating and Corporate Governance Committee will be the following:

• implementation and review of criteria for membership on our Board of Directors and its committees;

• recommendation of proposed nominees for election to our Board of Directors and membership on its committees; and

• recommendations to our Board of Directors regarding governance and related matters.

Executive Committee

Upon completion of this Offering, our Executive Committee will consist of Matthew H. Nord, Christopher L. Edson and Robert Cagnazzi. The Executive Committee generally may exercise all of the powers of the Board of Directors when the Board of Directors is not in session, other than (1) approving any action that, pursuant to applicable law, would require the submission to stockholders of such action for stockholder approval, (2) the declaration of dividends, (3) the creation or filling of vacancies on the Board of Directors, (4) the adoption, amendment or repeal of the Amended Bylaws, (5) the amendment or repeal of any resolution of the Board of Directors that by its terms limits amendment or repeal exclusively to the Board of Directors, (6) any action where the Amended Certificate, the Amended Bylaws, the listing standards of the NASDAQ or applicable law require participation by the full Board of Directors or another committee of the Board of Directors, (7) the

156

issuance of debt or equity securities in excess of $75 million and (8) the filing by the Company of a voluntary petition seeking to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2016, our compensation committee consisted of Matthew Nord, Christopher L. Edson and Robert Cagnazzi. Mr. Cagnazzi serves as our Chief Executive Officer. None of the other members of our compensation committee serves or has served as one of our officers or employees. During the fiscal year ended June 30, 2016, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.

During the fiscal year ended June 30, 2016, none of our executive officers served as members of the board of directors, or compensation committee or other committee serving an equivalent function of entities that had one or more executive officers who serve as members of our board of directors or our Compensation Committee.

Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all employees, including our Chief Executive Officer and senior financial officers. These standards are designed to deter wrongdoing and to promote the highest ethical, moral and legal conduct of all employees. Our Code of Business Conduct and Ethics is posted on our website and can be obtained, free of charge, at our Corporate Headquarters in our Human Resources Department.

157

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation philosophy, policies, and practices with respect to the compensation of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers, whom we collectively refer to as our “named executive officers,” for our fiscal year ended June 30, 2016, which we refer to as “fiscal 2016.” Our named executive officers for fiscal 2016 were:

• Robert Cagnazzi, our Chief Executive Officer;

• Paul Fletcher, our Executive Vice President and Chief Financial Officer;

• David Hart, our Executive Vice President and Chief Operating Officer;

• Elliot Brecher, our Senior Vice President and General Counsel (who commenced employment with the Company on July 27, 2015); and

• Vinu Thomas, our Chief Technology Officer (who commenced serving as an executive officer on February 1, 2016).

Compensation Philosophy and Objectives

Upon completion of this Offering, the Compensation Committee of our Board of Directors will review and approve the compensation of our named executive officers and oversee and administer our executive compensation programs and initiatives. As we gain experience as a public company, we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve. Accordingly, the compensation paid to our named executive officers during fiscal 2016 is not necessarily indicative of how we will compensate our named executive officers after this Offering.

We have strived to create an executive compensation program that balances short- and long-term payments and awards, cash payments and equity awards, and fixed and contingent payments, and that rewards our named executive officers in ways that we believe are most appropriate to motivate them. Our executive compensation program is designed to:

• attract and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills, and performance are critical to our success;

• align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases;

• ensure fairness among the executive management team by recognizing the contributions each executive makes to our success;

• foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and the Company; and

• compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.

To achieve these objectives, we expect to implement new compensation plans and maintain our current compensation plans to tie a substantial portion of the executives’ overall compensation to key strategic financial and operational goals. We seek to ensure that all incentives are aligned with our stated compensation philosophy of providing compensation commensurate with performance.

158

Setting Compensation

Role of Our Board of Directors, Compensation Committee, and Named Executive Officers

Prior to this Offering, we were a privately held company. As a result, most, if not all, of our prior compensation policies and determinations, including those made for fiscal 2016, have been the product of negotiations between the named executive officers and our Board of Directors.

Following the completion of this Offering, the Compensation Committee will oversee and administer our executive compensation arrangements, including the Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan (which we refer to as our “2015 Plan”), the Presidio, Inc. 2017 Long-Term Incentive Plan (which we refer to as our “2017 Plan”), and our Presidio, Inc. Executive Bonus Plan (which we refer to as our “Bonus Plan”). The 2015 Plan is described in the section of this prospectus entitled “—Elements of Compensation—Long-Term Equity-Based Compensation,” and the 2017 Plan and the Bonus Plan are described in the section of this prospectus titled “—Compensation Program Following the Offering.”

The Compensation Committee (excluding Mr. Cagnazzi) will meet outside the presence of all of our executive officers, including our named executive officers, to consider appropriate compensation for our Chief Executive Officer. For all other named executive officers, the Compensation Committee will meet outside the presence of all executive officers, except our Chief Executive Officer. We expect that following this Offering, our Chief Executive Officer will review annually each other named executive officer’s performance with the Compensation Committee and recommend appropriate base salary, cash performance awards and grants of long-term equity incentive awards for all other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of the principles and objectives described above, the Compensation Committee will approve the annual compensation packages of our named executive officers other than our Chief Executive Officer. We also expect that the Compensation Committee will annually analyze our Chief Executive Officer’s performance and determine his base salary, cash performance awards, and grants of long-term equity incentive awards based on its assessment of his performance with input from any consultants engaged by the Compensation Committee.

Role of Compensation Consultant

We did not engage a compensation consultant in determining pay actions in advance of fiscal 2016. In March 2016, however, we hired Semler Brossy Consulting Group, LLC to assist with an evaluation of our current compensation practices in anticipation of this Offering, to identify a peer group for the Company, and to assess our pay levels relative to our peer group.

Benchmarking

The Board of Directors does not currently use benchmarking or peer group analysis in making compensation decisions. Following the completion of this Offering, however, our Compensation Committee intends to use peer group analysis to assess competitive pay levels and, as described above, we have engaged Semler Brossy Consulting Group, LLC to assist with this analysis.

Risk Management

We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multiyear vesting schedules for equity awards and certain cash bonuses, encourages employees to maintain both a short- and a long-term view with respect to Company performance.

159

Elements of Compensation

Our current executive compensation program consists of the following components:

• base salary;

• annual cash incentive awards linked to our overall performance;

• long-term equity-based compensation;

• other executive benefits and perquisites; and

• employment agreements, which contain severance benefits.

In fiscal 2016, we also provided certain of our named executive officers with discretionary annual bonuses and discretionary bonuses related to the completion of certain acquisition and disposition transactions.

We combine these elements to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational, and strategic objectives, and align the interests of our executive officers and other senior personnel with those of our stockholders.

Base Salary

Our named executive officers’ base salaries depend on their position within the Company and its subsidiaries, the scope of their responsibilities, the period during which they have been performing those responsibilities, and their overall performance. Base salaries are reviewed annually and are generally adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.

Annual Cash Incentive Awards

Our named executive officers are hired to lead and grow our organization and as such we believe that a significant portion of our named executive officers’ compensation should be tied to our overall performance. We maintain an annual incentive cash bonus program for senior management (which we refer to as the “management incentive plan”), which emphasizes pay-for-performance by providing our named executive officers with the opportunity to earn an annual bonus based on company and individual performance goals established by our Board of Directors with respect to each fiscal year.

For fiscal 2016, our Board of Directors established company performance goals relating to revenue, EBITDA, and EBITDA margin, as measured on a quarterly basis. In addition, for Messrs. Fletcher, Hart, and Brecher, the Board of Directors also established individual performance goals. Mr. Thomas was not a participant in our management incentive plan during fiscal 2016, as he did not commence serving as an executive officer until February 2016.

For each of our named executive officers (other than Mr. Thomas), the target and maximum bonus opportunity under our management incentive plan, as well as the portion of their annual bonus attributable to company and individual performance goals is set forth below.

Name	Target Bonus ($)		Maximum Bonus ($)		Company Performance (%)		Individual Performance (%)
Robert Cagnazzi		600,000		1,416,000		100		—
Paul Fletcher		390,000		735,000		65		35
David Hart		300,000		504,000		50		50
Elliot Brecher		97,500		124,000		20		80

160

For fiscal 2016, the company performance component for each named executive officer (other than Mr. Thomas) consisted of the following metrics: revenue, which was weighted at 40%; EBITDA, which was weighted at 48%; and EBITDA margin, which was weighted at 12%. Based on our results for fiscal 2016, our Board of Directors determined that company performance was achieved at 45.9% of target. In addition, our Board of Directors determined that for Messrs. Fletcher, Hart, and Brecher, individual performance goals were satisfied at 100% of target, 62.5% of target, and 100% of target, respectively.

Based on the applicable levels of achievement described above, payments to our named executive officers (other than Mr. Thomas) under the management incentive plan for fiscal 2016 were as follows:

Name	Target Bonus (Company Goals) ($)		Actual Bonus (Company Goals) ($)		Target Bonus (Individual Goals) ($)		Actual Bonus (Individual Goals) ($)		Total Actual Bonus ($)
Robert Cagnazzi		600,000		275,296		—		—		275,296
Paul Fletcher		253,500		116,313		136,500		136,500		252,813
David Hart		150,000		68,824		150,000		93,750		162,574
Elliot Brecher		19,500		8,947		78,000		78,000		86,947

The annual bonus for Mr. Thomas was determined based on a holistic evaluation of his performance during fiscal 2016. For fiscal 2016, the Company determined the annual bonus payable to Mr. Thomas to be $70,000.

In addition to the bonuses payable under the management incentive plan, our Board of Directors also determined that Messrs. Cagnazzi, Fletcher, Hart, and Brecher should be awarded discretionary bonuses for fiscal 2016 based on the Board of Director’s overall assessment of the Company’s performance during the fiscal year. The incremental discretionary annual bonuses awarded to such named executive officers were as follows: Mr. Cagnazzi—$123,335; Mr. Fletcher—$73,234; Mr. Hart—$43,334; and Mr. Brecher—$5,634.

Long-Term Equity-Based Compensation

Our Board of Directors believes that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, our Board of Directors believes that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent.

To that end, we have awarded equity-based compensation in the form of stock options to align our executives’ interests with the interests of our stockholders. Our Board of Directors believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time.

2015 Plan

In connection with the closing of the Presidio Acquisition, we adopted the 2015 Plan, which permits us to grant stock options, rights to purchase shares, restricted stock, restricted stock units, and other stock-based rights to employees and directors of, or consultants to, us or any of our subsidiaries. The 2015 Plan is administered by our Board of Directors or by the Compensation Committee. Under the 2015 Plan,              shares of our common stock were reserved for issuance as of             , 2017 (as adjusted to reflect the Stock Split). Prior to the completion of this Offering, we intend to amend and restate the 2015 Plan to provide that, among other things, no additional awards will be granted under the 2015 Plan following consummation of this Offering.

161

As discussed below, we have awarded stock options to members of our management, including our named executive officers. Our Board of Directors, however, has not established any formal program or practice regarding the amount or timing of equity award grants to our employees. Under the 2015 Plan, the exercise price for option awards will not be less than the fair market value of our common stock on the date of grant. After the consummation of this Offering, we expect that the fair market value of a share of our common stock will be determined for this purpose by reference to the public trading price of a share of our common stock on the date of grant of the option (e.g., using a weighted average or closing price).

Our Board of Directors believes that the granting of awards under the 2015 Plan promotes, on a short- and long-term basis, an enhanced personal interest for our executives and an alignment of those interests with the goals and strategies of the Company and the interests of our stockholders. The Compensation Committee also believes that the equity grants provide not only financial rewards to such executives for achieving company goals but also provide additional incentives for executives to remain with the Company.

In connection with the closing of the Presidio Acquisition, Messrs. Cagnazzi, Fletcher, and Hart were each granted stock options under our 2015 Plan. The exercise price per share of common stock subject to these options was $10.00 (or $            , as adjusted to reflect the Stock Split) on the date of grant, the same price as paid by Apollo in connection with the Presidio Acquisition. Mr. Brecher was granted stock options under our 2015 Plan in October 2015 in connection with his commencement of employment with the Company, which had an exercise price per share of $12.58 (or $            , as adjusted to reflect the Stock Split), and Mr. Thomas was granted options under our 2015 Plan in February 2016 in connection with his promotion to the position of Chief Technology Officer, which had an exercise price per share of $17.50 (or $            , as adjusted to reflect the Stock Split).

Generally, one-half of the options granted under our 2015 Plan are subject to time-based vesting criteria and one-half of the options are subject to specified performance- and market-based vesting criteria. Specifically, the time-based options will vest in five equal installments on each of the first five anniversaries of the grant date, subject to the executive’s continued service. The time-based options will also fully vest on a change in control transaction. The performance- and market-based options are divided into two equal tranches that vest based upon the achievement of certain targets related to multiple of invested capital received by funds managed by Apollo with respect to its investment in the Company, subject to the executive’s continued service. Upon a change in control, any performance- and market-based options that have not vested prior to, and do not vest upon, such change in control, will be converted into time-based options that vest in equal annual installments on each anniversary of the change in control during the remainder of the option term, subject to the executive’s continued service.

The maximum term of these options is ten years following the date of grant. Subject to certain exceptions set forth in the applicable award agreement, unvested options will automatically expire upon the date of a grantee’s termination of employment. Vested options will generally expire one year following the termination of a grantee’s employment due to death or disability and 90 days following the termination of a grantee’s employment for any other reason (other than for cause). All options (vested and unvested) will be forfeited upon a termination of the grantee’s employment for cause.

The combination of time-based and performance- and market-based vesting of the options is designed to compensate executives for long-term commitment to us, while motivating sustained increases in our financial performance and helping ensure the stockholders have received an appropriate return on their invested capital.

Shares of Company common stock acquired under the 2015 Plan are subject to registration and repurchase rights set forth in a stockholders agreement. In connection with this Offering, we will enter into the Amended Management Stockholders Agreement to remove certain restrictions on repurchase rights and certain restrictions on transfer rights that automatically terminated upon a qualified initial public offering. See “Certain Relationships and Related Party Transactions—Amended Management Stockholders Agreement.”

162

2017 Plan

Prior to the completion of this Offering, we intend to adopt the 2017 Plan, which will be a long-term incentive plan that is a more suitable plan for a public company. Following the adoption of the 2017 Plan, no additional grants will be made under our 2015 Plan.

Initial Option Grants

Upon the completion of this Offering, we intend to grant option grants under the 2017 Plan to certain employees, including certain named executive officers, with a grant date fair value of approximately $10 million. The terms of such initial option grants to certain named executive offers are expected to be as follows:

• The options will vest in four equal installments on each of the first four anniversaries of the grant date, subject to the named executive officer’s continued service through such vesting date.

• Upon a termination without cause, a resignation with good reason, or a termination of employment due to death and disability, any options that would have become vested within two years of the named executive officer’s termination of employment will vest.

• Upon the named executive officer’s retirement, the named executive officer will become vested such that the total number of options that are vested is equal to the excess, if any, of (1) the product of (a) the total number of shares subject to the option award, multiplied by (b) a fraction, the numerator of which is the number of days between the grant date and the date of retirement and the denominator of which is the number of days between the grant date and the fourth anniversary of the grant date, over (2) any options previously exercised by the named executive officer prior to his retirement.

• Vested options will be forfeited upon a termination without cause, remain exercisable for one year following the named executive officer’s death or disability, remain exercisable for three years upon the named executive officer’s retirement, and remain exercisable for 90 days following any other termination of employment.

• In the event of a change in control in which the acquiror of the Company assumes the options, the options will vest in full upon a termination without cause, resignation for good reason, death or disability during the two years following a change in control.

Employment Agreements

As described below under “—Employment Agreements with Named Executive Officers,” we have entered into employment agreements and offer letters with each of our named executive officers. Prior to the completion of this Offering, we intend to enter into employment agreements with certain named executive officers that will supersede their employment agreements and offer letters that are currently in effect (which new employment agreements we refer to as “2017 employment agreements”). Pursuant to the 2017 employment agreements, certain named executive officers will be eligible to receive severance payments that are triggered by an involuntary termination of employment under certain specified circumstances. Our current offer letters and employment agreements, and our 2017 employment agreements, are designed to encourage and reinforce the continued attention and dedication of our named executive officers to their assigned duties without undue concern regarding their job security.

163

Limited Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible employees:

• health, dental, vision, life, and disability insurance;

• a qualified 401(k) savings plan (which includes a fixed matching contribution equal to 25% of the employee’s elective deferrals on up to 6% of compensation, and which permits the Company to make an additional discretionary matching contribution, in each case, subject to limitations under the Internal Revenue Code of 1986, as amended (the “Code”)); and

• vacation, personal holidays, and sick days.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Transaction-Related Bonuses

In connection with the closings of the Netech Acquisition, the Sequoia acquisition, and the disposition of the Atlantix business, we paid certain of our named executive officers discretionary transaction bonuses to reward their extraordinary efforts related to such transactions. Messrs. Cagnazzi and Fletcher were each awarded transaction bonuses of $280,000 and Messrs. Hart and Brecher were each awarded transaction bonuses of $140,000.

In addition, certain of our executive officers also received transaction-related amounts during fiscal 2016 in respect of certain equity that they had previously held in the Predecessor and certain equity-based programs of the Predecessor in which they participated prior to the closing of the Presidio Acquisition as follows: Mr. Cagnazzi—$181,136; Mr. Fletcher—$207,843; Mr. Hart—$84,933; and Mr. Thomas—$4,595.

Stay Bonuses

In connection with the Presidio Acquisition, in March 2015, we granted certain named executive officers retention bonuses (referred to as “stay bonuses”) to promote retention and facilitate a smooth transition. Messrs. Fletcher and Hart are each eligible to earn a stay bonus in the amount of $270,000, and the stay bonuses vest as follows:

• 50% will vest on the earlier of (a) August 2, 2017 and (b) the date on which a qualified public offering or change in control (each as defined in the applicable stay bonus agreement) occurs, subject to the named executive officer’s continued employment through such date; but if the named executive officer is terminated without cause prior to either such date, such portion of the stay bonus will vest on the termination date and be paid on the earlier of (i) August 2, 2017 and (ii) the date of a change in control of the Company.

• 50% will vest on the date on which a qualified public offering or change in control occurs, subject to the named executive officer’s continued employment through such date; but if the named executive officer is terminated without cause prior to such date, such portion of the stay bonus will vest on the termination date and be paid on a change in control of the Company or qualified public offering, so long as either such event occurs before February 2, 2025.

The completion of this Offering will constitute a qualified public offering for purposes of these agreements and accordingly, we expect that the stay bonuses will vest in full and be paid in accordance with their terms at such time. The stay bonus agreements would otherwise expire, to the extent unpaid, on February 2, 2025.

164

Compensation Program Following this Offering

We believe that, following this Offering, we will have more flexibility in designing compensation programs to attract, motivate, and retain our executives, including permitting us to regularly compensate executives with non-cash compensation reflective of our stock performance in relation to a comparator group in the form of publicly traded equity. Accordingly, as described above, we expect to adopt the 2017 Plan to be a more suitable plan for a public company as described in “—2017 Long-Term Incentive Plan” below, and adopt the Bonus Plan in connection with the Offering as described in “—Executive Bonus Plan” below.

Prior to the completion of this Offering, we also intend to enter into an amended and restated employment agreement with certain named executive officers, the terms of which are described in “—Employment Agreements with Named Executive Officers.” It is also anticipated that our current named executive officers will hold substantially similar positions following this Offering.

While we are still in the process of determining specific details of the compensation program that will take effect following this Offering, it is anticipated that our compensation program following this Offering will be based on the same principles and designed to achieve the same objectives as our current compensation program.

2017 Long-Term Incentive Plan

In connection with the consummation of this Offering, we intend to adopt the 2017 Plan. The following is a description of the material terms of the 2017 Plan.

Purpose

The purposes of the 2017 Plan are to further the growth and success of the Company and to reward and incentivize the outstanding performance of our key employees, directors, consultants, and other service providers by aligning their interests with those of stockholders through equity-based compensation and enhanced opportunities for ownership of shares of our common stock.

Administration

The 2017 Plan will be administered by our Board of Directors and/or the Compensation Committee, or such other committee of our Board of Directors as the Board of Directors may from time to time designate (the committee administering the 2017 Plan is referred to in this section as the “committee”). Among other things, the committee will have the authority to select individuals to whom awards may be granted, to determine the type of awards, to determine the terms and conditions of any such awards, to interpret the terms and provisions of the 2017 Plan and awards granted thereunder, and to otherwise administer the plan.

Eligibility

Persons who serve or agree to serve as employees of, directors of, consultants to, or other service providers of the Company on the date of the grant will be eligible to be granted awards under the 2017 Plan.

Shares Available

Subject to adjustment, the 2017 Plan authorizes the issuance of up to              shares of common stock (as adjusted to reflect the Stock Split) pursuant to the grant or exercise of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. The maximum number of shares of common stock that may be delivered pursuant to incentive stock options will be              shares of common stock (as adjusted to reflect the Stock Split). In addition, no participant may be granted stock options or stock appreciation rights covering in excess of             shares (as adjusted to reflect the Stock Split), restricted stock, restricted stock units, or performance stock units covering in excess of              shares (as adjusted to reflect the Stock Split), or other long-term incentive awards covering in excess of             

165

shares (as adjusted to reflect the Stock Split), in each such case, during any given fiscal year of the Company. Furthermore, no non-employee director may be granted awards under the 2017 Plan that have a grant date fair value in excess of $500,000 in any given fiscal year.

If any award is forfeited or if any stock option or stock appreciation right granted under the 2017 Plan terminates without being exercised, or if any shares of common stock are not actually issued pursuant to an equity award granted under the 2017 Plan, shares of common stock subject to such awards will be available for subsequent distribution of awards under the 2017 Plan. If the option price of any stock option granted under the 2017 Plan will be satisfied by delivering shares of common stock to us (by actual delivery or attestation), only the number of shares of common stock issued net of the shares of common stock delivered or attested to will be deemed delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2017 Plan. To the extent any shares are not delivered to a participant because such shares are used to satisfy any applicable tax-withholding obligation, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2017 Plan.

Change in Capitalization or Change in Control

In the event of certain extraordinary corporate transactions, the committee or our Board of Directors may make such substitutions or adjustments as it deems appropriate and equitable to (1) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the 2017 Plan; (2) the various maximum limitations set forth in the 2017 Plan; (3) the number and kind of shares or other securities subject to outstanding awards; and (4) the exercise price of outstanding stock options and stock appreciation rights, among others.

The committee may, in its discretion, provide for the acceleration of vesting or exercisability of awards either (a) upon a change in control of the Company, (b) upon a specified date following a change in control of the Company, or (c) upon specified terminations of employment following a change in control of the Company. The committee may provide for such treatment as a term of an award or may provide for such treatment following the granting of an award.

Types of Awards

As indicated above, several types of awards will be available for grant under the 2017 Plan. A summary of the types of awards available under the 2017 Plan is set forth below.

Stock Options and Stock Appreciation Rights. Stock options granted under the 2017 Plan may either be incentive stock options or nonqualified stock options. Stock appreciation rights granted under the plan may either be granted alone or in tandem with a stock option. The exercise price of stock options and stock appreciation rights cannot be less than 100% of the fair market value of the stock underlying the stock options or stock appreciation rights on the date of grant. Optionees may pay the exercise price in cash or, if approved by the committee, in common stock (valued at its fair market value on the date of exercise) or a combination thereof, or by “cashless exercise” through a broker or by withholding shares otherwise receivable on exercise. The term of stock options and stock appreciation rights will be as determined by the committee, but such awards may not have a term longer than ten years from the date of grant. The committee will determine the vesting and exercise schedule of stock options and stock appreciation rights and the extent to which they will be exercisable after the award holder’s employment terminates. Generally, and subject to the terms of the applicable award agreement, unvested stock options and stock appreciation rights will terminate upon the termination of employment and vested stock options and stock appreciation rights will remain exercisable for 90 days after the award holder’s termination for any other reason. Vested stock options and stock appreciation rights also will terminate upon the award holder’s termination for cause (as defined in the 2017 Plan). Stock options and stock appreciation rights are transferable only by will or by the laws of descent and distribution, or pursuant to a qualified domestic

166

relations order or, in the case of nonqualified stock options or stock appreciation rights, as otherwise expressly permitted by the committee including, if so permitted, pursuant to a transfer to the participant’s family members, to a charitable organization, whether directly or indirectly, or by means of a trust or partnership or otherwise.

Restricted Stock. Restricted stock may be granted with such restriction periods as the committee may designate. The committee may provide at the time of grant that the vesting of restricted stock will be contingent upon the achievement of applicable performance goals and/or continued service. The terms and conditions of restricted stock awards (including any applicable performance goals) need not be the same with respect to each participant. During the restriction period, the committee may require that the stock certificates evidencing restricted shares be held by the Company. Restricted stock may not be sold, assigned, transferred, pledged, or otherwise encumbered, and will be forfeited upon termination of employment, unless otherwise provided by the committee. Other than such restrictions on transfer and any other restrictions the committee may impose, the participant will have all the rights of a stockholder with respect to the restricted stock award.

Restricted Stock Units. The committee may grant restricted stock units payable in cash or shares of our common stock, conditioned upon continued service and/or the attainment of performance goals determined by the committee. The terms and conditions of restricted stock unit awards (including any applicable performance goals) need not be the same with respect to each participant.

Other Long-Term Incentive Awards. Under the 2017 Plan, the committee will be able to grant other types of equity-based awards based upon our common stock, including unrestricted stock, convertible debentures, and dividend equivalent rights. In addition, the committee may also grant other long-term incentive awards that are solely dollar-denominated, either alone or in conjunction with other awards granted under the 2017 Plan. The maximum value of the property, including cash, that may be paid or distributed to any participant pursuant to a grant of any such long-term incentive award in any one calendar year is $10 million.

Non-Transferability

The 2017 Plan will provide that awards generally will not be assignable or otherwise transferable, except by will, by designation of a beneficiary, by the laws of descent and distribution, or to the extent otherwise permitted by the committee.

Duration of the Plan

We intend that the 2017 Plan will have a term of ten years from the date of its adoption by our Board of Directors.

Amendment and Discontinuance

The Board of Directors may amend, alter, or discontinue the 2017 Plan, but no amendment, alteration, or discontinuance may materially impair the rights of an equity award previously granted under the 2017 Plan without the award holder’s consent. Amendments to the 2017 Plan require stockholder approval to the extent such approval is required by applicable law or the listing standards of any applicable exchange.

Employee Stock Purchase Plan

In connection with the consummation of this Offering, we intend to adopt the Presidio, Inc. Employee Stock Purchase Plan (which we refer to as our “ESPP”). The ESPP will become effective the day before the date that the registration statement of which this prospectus is part is declared effective by the SEC. The ESPP will initially reserve and authorize the issuance of up to a total of         shares of our common stock (as adjusted to reflect the Stock Split) to participating employees, with such number of shares subject to adjustment for stock splits, stock dividends, or other changes in our capital stock, and certain corporate transactions. No participant

167

may purchase more than          shares of our common stock (as adjusted to reflect the Stock Split) during any offering period under the ESPP, but in any event, under applicable tax rules, an employee may purchase no more than $25,000 worth of shares of our common stock, valued at the start of the offering period, under the ESPP for each calendar year in which a purchase right is outstanding.

Generally, all of our employees (including those of our consolidated subsidiaries, other than those subsidiaries excluded from participation by our board of directors or our Compensation Committee) who have been employed for at least 90 days are eligible to participate in the ESPP, but no employee may participate in an offering period if the employee owns 5% or more of the total combined voting power or value of our stock or the stock of any of our subsidiaries.

The ESPP permits employees to purchase our common stock through payroll deductions during quarterly offerings periods, with the first offering period beginning April 1, 2017, or during such other offering periods as the Compensation Committee may determine. Participants may authorize payroll deductions of a specific percentage of compensation between 1% and 15%, with such deductions being accumulated for quarterly purchase periods beginning on the first business day of each offering period and ending on the last business day of each offering period.

Under the terms of the ESPP, the purchase price per share will equal 95% of the fair market value of a share of our common stock on the last business day of each offering period, although the Compensation Committee has discretion to change the purchase price with respect to future offering periods. In no event can the purchase price per share be less than the lesser of (a) 85% of the fair market value of a share of our common stock on the first day of the applicable offering period or (b) 85% of the fair market value of a share of our common stock on the last day of the applicable offering period.

The accumulated contributions of any employee who is not a participant in the ESPP on the last day of a purchase period will be refunded. An employee’s rights under the ESPP terminate upon voluntary withdrawal from the plan or when the employee ceases employment with us for any reason.

The ESPP will be administered by the Compensation Committee or a designee of the Compensation Committee. The ESPP may be amended or terminated by our board of directors or the Compensation Committee but may not be amended without prior stockholder approval to the extent required by Section 423 of the Code. The ESPP will automatically terminate on the earlier to occur of the date that the share reserve referenced above is depleted and the 10-year anniversary of the date the ESPP was adopted by our board of directors.

Executive Bonus Plan

In connection with the consummation of this Offering, we intend to adopt the Bonus Plan. The Bonus Plan is intended to provide an incentive for superior work and to motivate eligible executives of the Company toward even greater achievement and business results, to tie their goals and interests to those of ours and our stockholders, and to enable us to attract and retain highly qualified executives. Under the Bonus Plan, we may pay bonuses (including discretionary bonuses) to key executives, including executive officers, based upon such terms and conditions as our Board of Directors or Compensation Committee may in its discretion determine. The Bonus Plan will be administered by our Board of Directors and/or the Compensation Committee. We may amend or terminate the Bonus Plan at any time in our sole discretion. Any amendments to the Bonus Plan will require stockholder approval only to the extent required by applicable law, rule, or regulation.

168

EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal 2016

The following summary compensation table sets forth the total compensation paid, awarded to, or earned during fiscal 2016 by our named executive officers.

Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Stock Awards ($)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (4)		Total ($)
Robert Cagnazzi, Chief Executive Officer		2016		600,000		584,471		—		—		275,296		—		—		1,459,767
Paul Fletcher, Executive Vice President and Chief Financial Officer		2016		600,000		561,077		—		—		252,813		—		7,875		1,421,765
David Hart, Executive Vice President and Chief Operating Officer		2016		600,000		268,267		—		—		162,574		—		7,762		1,038,602
Elliot Brecher, Senior Vice President and General Counsel (5)		2016		293,750		145,634		—		79,743		86,947		—		5,850		611,924
Vinu Thomas, Chief Technology Officer (6)		2016		244,618		74,595		—		114,912		—		—		7,291		441,416

(1) The amount included in this column consists of (a) a discretionary bonus paid in connection with the completion of the Netech Acquisition, the Sequoia acquisition and the disposition of the Atlantix business during fiscal 2016 (Mr. Cagnazzi—$280,000; Mr. Fletcher—$280,000; Mr. Hart—$140,000; and Mr. Brecher—$140,000); (b) certain transaction-related amounts payable with respect to the completion of the Presidio Acquisition (Mr. Cagnazzi—$181,136; Mr. Fletcher—$207,843; Mr. Hart—$84,933; and Mr. Thomas—$4,595); and (c) a discretionary bonus paid with respect to fiscal 2016 performance (Mr. Cagnazzi—$123,335; Mr. Fletcher—$73,234; Mr. Hart—$43,334; Mr. Brecher—$5,634; and Mr. Thomas—$70,000).

(2) Represents the aggregate grant date fair values of options granted during fiscal 2016, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculating the amounts for fiscal 2016, see Note 15 to the historical consolidated financial statements included elsewhere in this prospectus.

(3) Represents the total bonus payments received by each of our named executive officers under their respective incentive plans. See “—Annual Cash Incentive Awards.”

(4) The amount included in the column consists of matching contributions made under the Company’s 401(k) plan.

169

(5) Mr. Brecher commenced employment with the Company on July 27, 2015.

(6) Mr. Thomas commenced service as an executive officer on February 1, 2016.

Grants of Plan-Based Awards During Fiscal 2016

The table below provides information regarding equity and non-equity awards granted to the Company’s named executives during fiscal 2016.

Name	Grant Date		Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)						All Other Option Awards: Number of Securities underlying Options (#) (2) (3)		Exercise Price or Base Price of Option Awards ($/Sh) (3)		Grant Date Fair Value of Stock and Option Awards ($)
			Threshold ($)		Target ($)		Maximum ($)
Robert Cagnazzi				—		600,000		1,416,000
Paul Fletcher				—		390,000		735,000
David Hart				—		300,000		504,000
Elliot Brecher		10/1/2015		—		97,500		124,000		19,873		12.58		79,743
Vinu Thomas		2/26/2016								17,500		17.50		114,912

(1) Amounts represent the minimum, target, and maximum payment level under incentive plan applicable to the particular named executive officer. If threshold level is not attained, no bonus is paid under the applicable incentive plan.

(2) Represents stock options that vest (a) as to 50% of the options, in five equal installments on each of the first five anniversaries of the grant date, and (b) as to 50% of the options, based on the achievement of certain targets related to multiple of invested capital. See “—Long-Term Equity-Based Compensation.”

(3) This data does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update this data to reflect the Stock Split.

Employment Agreements with Named Executive Officers

We have entered into employment agreements with each of Messrs. Cagnazzi and Fletcher and offer letters with Messrs. Hart, Brecher and Thomas (referred to herein as “current employment agreements” and “current offer letters,” as applicable).

Each of the current employment agreements remains in effect for a specified term and the current offer letters have no defined term. Mr. Cagnazzi’s current employment agreement is subject to automatic one-year renewals unless either party provides 90 days’ written notice of non-renewal. Mr. Fletcher’s current employment agreement renews for successive 18-month periods on each monthly anniversary of September 30, unless the agreement is earlier terminated by either party.

Pursuant to their respective current employment agreements and offer letters, Messrs. Cagnazzi, Fletcher, Brecher and Thomas are entitled to a base salary and are eligible for participation in the Company’s benefit plans and compensation arrangements made available to employees generally. Messrs. Cagnazzi, Fletcher and Brecher are also eligible to receive a target annual bonus (100%, 50% and 35%, respectively) and Mr. Thomas is eligible to receive a discretionary annual bonus based on performance. The named executive officers currently each receive annual base salaries of $600,000 for each of Messrs. Cagnazzi, Fletcher and Hart, $400,000 for Mr. Thomas and $340,000 for Mr. Brecher. The current employment agreements and offer letters with Messrs. Cagnazzi, Fletcher and Hart also provide for payments and benefits upon certain qualifying terminations of employment, as described in more detail under “—Termination and Change of Control Arrangements” and “—Potential Payments upon Termination or Change in Control in Fiscal 2016.”

As noted in “—Elements of Compensation—Employment Agreements,” prior to the completion of this Offering, we intend to enter into the 2017 employment agreements, which will supersede certain employment

170

agreements and offer letters that are currently in effect. The 2017 employment agreements will each remain in effect for a three-year term, subject to automatic one-year renewals unless either party provides 90 days’ written notice of non-renewal. In addition, pursuant to the 2017 employment agreements, the applicable named executive officers will be eligible to receive the same annual base salary and target annual bonus as currently in effect. Certain named executive officers will also be entitled to payments and benefits upon certain qualifying terminations of employment under the 2017 employment agreements, as described in more detail under “—Termination and Change in Control Arrangements.”

Outstanding Equity Awards at Fiscal 2016 Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers on June 30, 2016.

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#) (6)			Option Exercise Price ($) (6)		Option Expiration Date
Robert Cagnazzi		20,000		180,000	(1)		10.00		3/11/2025
		347,964		—			2.863		3/15/2022
Paul Fletcher		16,200		145,800	(2)		10.00		3/11/2025
		61,220		—			1.53		10/10/2021
		2,353		—			1.53		7/15/2021
		58,323		—			1.53		3/31/2021
David Hart		16,200		145,800	(2)		10.00		3/11/2025
Elliot Brecher		—		19,873	(3)		12.58		10/1/2025
Vinu Thomas		1,750		15,750	(4)		10.00		3/11/2025
		—		17,500	(5)		17.50		2/26/2026

(1) Unvested options vest as follows: (i) with respect to 20,000 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 100,000 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(2) Unvested options vest as follows: (i) with respect to 16,200 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 81,000 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(3) Unvested options vest as follows: (i) 1,987 options vested on October 1, 2016, (ii) with respect to 1,987 options on October 1 of each of 2017 and 2018, subject to continued employment, (iii) with respect to 1,988 options on October 1 of each of 2019 and 2020, subject to continued employment; and (iv) as to 9,936 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(4) Unvested options vest as follows: (i) with respect to 1,750 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 8,750 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(5) Unvested options vest as follows: (i) with respect to 1,750 options on February 26 of each of 2017, 2018, 2019, 2020, and 2021, subject to continued employment; and (ii) as to 8,750 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(6) The data in this table, including the notes thereto, does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update this table, including the notes thereto, to reflect the Stock Split.

171

Options Exercised and Stock Vested During Fiscal 2016

None of our named executive officers exercised options or held stock awards that vested during fiscal 2016.

Pension Benefits During Fiscal 2016

None of our named executive officers participate in defined benefit pension plans.

Nonqualified Deferred Compensation During Fiscal 2016

None of our named executive officers participate in nonqualified deferred compensation plans.

Termination and Change in Control Arrangements

Each of our named executive officers is eligible to receive payments and benefits upon certain qualifying terminations of employment and/or upon a change in control of the Company, as described below.

Option Awards

As described under “—Elements of Compensation—Long-Term Equity-Based Compensation—2015 Plan,” under our 2015 Plan, unvested time-based options will become fully vested upon the occurrence of a change in control of the Company.

Current Employment Agreements and Current Offer Letters

The current employment agreements and offer letters with each named executive officer that provide for severance payments and benefits upon certain qualifying terminations of employment are described below.

Robert Cagnazzi. If Mr. Cagnazzi is terminated by the Company without cause or he resigns with good reason, he would be entitled to (1) a pro-rated target annual bonus, paid no later than the release effective date, (2) reimbursement for COBRA premiums for himself and his dependents for up to 12 months and (3) 12 months’ base salary paid in equal installments in accordance with the Company’s payroll practices beginning on the first regular payroll date after the release effective date. Mr. Cagnazzi’s severance payments are contingent upon his execution of an agreement releasing the Company from liabilities relating to his employment by the Company and his compliance with the restrictive covenants in his non-competition agreement. Prior to the completion of this Offering, we intend to enter into an amended and restated employment agreement with Mr. Cagnazzi, which will supersede his current employment agreement and will provide for severance payments and benefits upon certain qualifying terminations of employment as described below under “—2017 Employment Agreements.”

Paul Fletcher. If Mr. Fletcher’s employment is terminated without cause or Mr. Fletcher resigns following a fundamental change in his employment, he would be entitled to receive (1) 18 months’ base salary, paid in equal installments on each semi-annual anniversary of his termination date, with the first payment made within 10 days following his termination date, (2) continuation of Company paid medical, dental and disability benefits for six months, with additional monthly cash payments in an amount sufficient to cover any taxes on such premiums and additional cash payments (or, if the Company cannot continue to provide for such continuation, the Company will coordinate in good faith to provide him with substantially equivalent coverage on a similar cost basis to the Company) and (3) an amount equal to his annual bonus paid in respect of the last completed fiscal year prior to his termination, paid in equal monthly installments over 12 months.

If Mr. Fletcher’s employment is terminated due to his death or disability, he would be entitled to receive (1) one year’s base salary paid in a lump sum within 10 days following his termination of employment, (2) the continuation of Company paid medical, dental, disability and life insurance benefits (provided to his beneficiaries following his death) under the Company plans for one year, plus additional monthly cash payments in an amount

172

sufficient to cover any taxes on such premiums and additional cash payments (or, if the Company cannot continue to provide for such continuation, the Company will coordinate in good faith to provide him with substantially equivalent coverage on a similar cost basis to the Company) and (3) an amount equal to his annual bonus paid in respect of the last completed fiscal year prior to his termination, paid in equal monthly installments over 12 months. Prior to the completion of this Offering, we may amend and restate Mr. Fletcher’s current employment agreement, which would supersede his current employment agreement, but in all events he will continue to be eligible to receive severance payments and benefits upon certain qualifying terminations of employment pursuant to the terms of his current employment agreement.

David Hart. If Mr. Hart’s employment is terminated by the Company without cause, his employment agreement provides for the payment of his then-existing base salary for a period of 12 months; provided, however, that any payments in respect of Mr. Hart’s equity interests in the Company or its affiliates shall be reduced by the amount of such severance payments. Prior to the completion of this Offering, we intend to enter into an employment agreement with Mr. Hart, which will supersede his current offer letter and will provide for severance payments and benefits upon certain qualifying terminations of employment as described below under “—2017 Employment Agreements.”

Vinu Thomas and Elliot Brecher. Messrs. Thomas and Brecher are not eligible for severance payments or benefits pursuant to their current offer letters and the Company does not maintain a broad-based severance plan. Prior to the completion of this Offering, we intend to enter into employment agreements with each of Mr. Thomas and Mr. Brecher, which will supersede their current offer letters and will provide for severance payments and benefits upon certain qualifying terminations of employment as described below under “—2017 Employment Agreements.”

2017 Employment Agreements

Prior to the completion of this Offering, we intend to enter into 2017 employment agreements with Messrs. Cagnazzi, Hart, Thomas and Brecher, which will supersede their current employment agreements and current offer letters and will provide for severance payments and benefits upon certain qualifying terminations of employment as described below.

Upon a termination without cause or a resignation with good reason or a non-renewal of the named executive officer’s 2017 employment agreement, each such named executive officer would be entitled to (1) an amount equal to a multiple (2.0 for Mr. Cagnazzi (2.5 if such termination of employment occurs during the two-year period following a change in control) and 1.5 for Messrs. Hart and Thomas) of the sum of (a) his annual base salary in effect immediately prior to such termination of employment and (b) his annual bonus earned for the fiscal year prior to such termination of employment (or, if such termination of employment occurs during the two-year period following a change in control, his target annual bonus in effect immediately prior to the change in control), paid over a period of months (24 for Mr. Cagnazzi (30 if such termination of employment occurs during the two-year period following a change in control) and 18 for Messrs. Thomas and Hart) following such termination of employment, (2) a prorated annual bonus for the fiscal year in which such termination of employment occurs, based on actual performance and paid at the time the Company pays annual bonuses to executive officers for such fiscal year, and (3) a lump sum cash payment equal to the cost of the monthly premiums for medical and dental coverage for a period of months (24 for Mr. Cagnazzi (30 if such termination of employment occurs during the two-year period following a change in control) and 18 for Messrs. Thomas and Hart).

Upon a termination without cause or a resignation with good reason or a non-renewal of Mr. Brecher’s employment, Mr. Brecher would be entitled to (1) an amount equal to his annual base salary in effect immediately prior to such termination of employment, and, if such termination of employment occurs during the two-year period following a change in control, his target annual bonus, paid in equal installments over a 12-month period following such termination of employment, (2) a prorated annual bonus for the fiscal year in which such termination of employment occurs, based on actual performance and paid at the time the Company pays annual bonuses to executive officers for such fiscal year, and (3) a lump sum cash payment equal to the cost of the monthly premiums for medical and dental coverage for a period of 12 months.

173

Upon a termination without cause or a resignation with good reason or a non-renewal of such named executive officer’s employment agreement during the six-month period prior to a change in control but after the date a definitive transaction agreement is executed that contemplates such change in control, such named executive officer’s employment will be deemed to have terminated upon the change in control and the amount of any severance that would have been payable had the named executive officer been terminated as of the date of the change in control will be paid in equal installments over the balance of the severance period.

Upon a termination of employment due to death or disability, each such named executive officer would be entitled to (1) a prorated annual bonus for the fiscal year in which such termination of employment occurs, based on actual performance and paid at the time the Company pays annual bonuses to executive officers for such fiscal year and (2) a lump sum cash payment equal to the cost of the monthly premiums for medical and dental coverage for a period of months (24 for Mr. Cagnazzi, 18 for Messrs. Thomas and Hart and 12 for Mr. Brecher).

Upon a retirement, each such executive officer would be entitled to a prorated annual bonus for the fiscal year in which such termination of employment occurs, based on actual performance and paid at the time the Company pays annual bonuses to executive officers for such fiscal year.

Stay Bonus Agreements

As described above under “—Elements of Compensation—Stay Bonuses,” if Mr. Hart’s or Mr. Fletcher’s employment is terminated without cause, their stay bonuses will vest and will be paid 50% on the earlier of August 2, 2017 and a change in control and 50% on the first to occur of a change in control or a qualified public offering; however, any unpaid portion of the stay bonus will be forfeited if a change in control or qualified public offering has not occurred by February 2, 2025. This completion of this Offering will constitute a qualified public offering for purposes of these agreements and accordingly, we expect that the stay bonuses will vest in full and be paid in accordance with their terms at such time.

Potential Payments upon Termination or Change in Control in Fiscal 2016

The following table sets forth potential payments to each of our named executive officers in the event of the listed events, calculated under the assumption that the executive officer’s employment terminated on June 30, 2016, the last day of our most recently completed fiscal year. The following table does not include payments pursuant to contracts, agreements, plans or arrangements that do not discriminate in scope, terms or operation, in favor of executive officers and that are generally available to all salaried employees. The following table includes payments and benefits under the current employment agreements and current offer letters, which were in effect as of June 30, 2016.

Name	Termination without Cause ($)		Resignation with Good Reason ($)		Change in Control ($)		Death or Disability ($)
Robert Cagnazzi
Cash Severance (1)		1,200,000		1,200,000		—		—
Continuation Medical/Welfare Benefits (2)		16,744		16,744		—		—
Accelerated Vesting of Options (3)		—		—		600,000		—
Paul Fletcher
Cash Severance (4)		1,327,719		1,327,719		—		1,027,719
Continuation Medical/Welfare Benefits (2)		8,336		8,336		—		16,671
Accelerated Vesting of Options (3)		—		—		486,000		—
Stay Bonus (5)		270,000		—		270,000		—
David Hart
Cash Severance (6)		600,000		—		—		—
Accelerated Vesting of Options (3)		—		—		486,000		—
Stay Bonus (5)		270,000		—		270,000		—
Elliot Brecher
Accelerated Vesting of Options (3)		—		—		48,890		—
Vinu Thomas
Accelerated Vesting of Options (3)		—		—		52,500		—

174

(1) These amounts represent 12 months of salary continuation payments and a pro-rated target bonus.

(2) These amounts represent (a) the continuation of the health and welfare benefits in which each named executive officer was enrolled on June 30, 2016, assuming that the executive officer continues to participate in these plans for 12 months (six months for Mr. Fletcher upon a termination without cause or resignation with good reason) and (b) for Mr. Fletcher, the amount of the additional cash payment to which he would be entitled, assuming such benefits are taxable.

(3) These amounts reflect the intrinsic value of unvested time-based options held by each of our named executive officers as of June 30, 2016 that would accelerate upon a change in control of the Company. These amounts are based on a price per share of $17.50 (or $                , as adjusted to reflect the Stock Split), the fair market value of a share of our common stock on June 30, 2016.

(4) These amounts represent (a) upon a termination without cause or resignation with good reason, 18 months’ base salary (12 months’ upon a termination of employment by reason of death or disability) and (b) an amount equal to the bonus paid to Mr. Fletcher in respect of the year prior to his termination.

(5) These amounts reflect the amount of each named executive officer’s stay bonus that would have vested upon their termination without cause on June 30, 2016, assuming that a change in control or qualified public offering occurs prior to February 2, 2025 and the executive officer receives 100% of his stay bonus.

(6) This amount represents 12 months’ base salary.

175

DIRECTOR COMPENSATION

During fiscal 2016, each of our non-employee directors during that year (other than Matthew Nord and Christopher Edson) received an annual retainer of $50,000, $2,000 for each meeting of the Board of Directors attended in person, and $1,000 for each meeting of the Board of Directors attended telephonically. The Chairman of the Board also received an additional annual retainer of $50,000. In addition, directors (other than Mr. Edson) serving on the Audit Committee received an additional annual retainer of $10,000 (in the case of the Chairman) or $5,000 (in the case of other members), and members of the Audit Committee and the Innovation and Technology Committee received $2,000 for each committee meeting attended in person, and $1,000 for each committee meeting attended telephonically.

The following table sets forth certain information regarding the compensation for each non-employee director of the Company during fiscal 2016.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($) (1)(2)		Total ($)
Christopher Edson		—		—		—
Matthew Nord		—		—		—
Pankaj Patel		6,250		46,194		52,444
Todd Siegel		81,000		—		81,000
Joseph Trost		74,000		—		74,000
Giovanni Visentin		112,000		—		112,000

(1) Represents the aggregate grant date fair values of options granted during fiscal 2016, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculating the amounts for fiscal 2016, see Note 15 to our historical consolidated financial statements included elsewhere in this prospectus.

(2) As of June 30, 2016, Mr. Patel held options to purchase 7,500 shares having an exercise price of $17.50 per share, which options vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service; and Mr. Siegel held options to purchase 7,500 shares having an exercise price of $10.00 per share, which options vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service. This data does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update this data to reflect the Stock Split.

In connection with our appointment of Mr. Patel and Dr. Lerner to our board of directors, we entered into a letter agreement with each such director that sets forth the board fee schedule described above and provides for a grant of 7,500 options (in the case of Mr. Patel, upon his appointment, and in the case of Dr. Lerner, upon consummation of this Offering). This data does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update this data to reflect the Stock Split.

Following the completion of this Offering, our compensation for non-employee directors will remain the same, except that Salim Hirji will continue to receive no compensation, and except that members of the Audit Committee (excluding Mr. Edson) will receive an annual retainer of $12,500 and the chairman of the Audit Committee will receive an annual retainer of $25,000, in addition to the meeting attendance fees.

176

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of January 31, 2017, regarding the beneficial ownership of the common stock of Presidio, Inc. with respect to:

• each person that is a beneficial owner of more than 5% of our outstanding common stock;

• each director and each executive officer named in the summary compensation table; and

• all directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote or direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. In addition, except as otherwise indicated in these footnotes, the address of each of the directors and executive officers of the Company is c/o One Penn Plaza, Suite 2832, New York, New York 10119. The below beneficial ownership information include shares of common stock issuable upon the exercise of options within 60 days of January 31, 2017.

The historical data below does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update this data to reflect the Stock Split.

	Beneficially Owned Before Offering				Beneficially Owned After Offering
Name of Beneficial Owner	Number of Shares		Percent of Shares		Number of Shares	Percent of Shares
Beneficial owners of more than 5% of our outstanding common stock:
AP VIII Aegis Holdings, L.P. (1)		33,500,000		93.1%
Directors and named executive officers:
Elliot Brecher (2)		1,987		*
Robert Cagnazzi (3)		655,706		1.8%
Christopher L. Edson		—		*
Paul Fletcher (2)		154,296		*
David Hart (4)		137,895		*
Salim Hirji		—		*
Steven Lerner		—		*
Matthew H. Nord		—		*
Pankaj Patel		—		*
Todd H. Siegel (2)		5,000		*
Vinu Thomas (2)		5,250		*
Joseph Trost (5)		75,000		*
Giovanni Visentin (6)		200,000		*
All directors and executive officers as a group (13 persons)

* Less than 1% of common stock outstanding.

177

(1) The amount reported includes shares held of record by Aegis LP. Aegis GP is the general partner of Aegis LP, and Apollo VIII, Apollo Overseas VIII, Apollo Overseas Delaware and Apollo Overseas Delaware 892 (collectively, the “Equity Funds”) are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the nonmember manager of Aegis GP. Apollo Management is the sole member and manager of Apollo VIII, and Apollo Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Apollo Management GP, and Management Holdings GP is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this footnote is 9 West 57th Street, New York, New York 10019.

(2) Represents shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of January 31, 2017.

(3) Consists of 267,742 shares of common stock held of record by The Brizo Limited Partnership and options to purchase an aggregate of 387,964 shares of common stock (representing that portion of options to purchase an aggregate of 547,964 shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of January 31, 2017). Robert Cagnazzi is the President of KBLAG LTD., which is the general partner of The Brizo Limited Partnership.

(4) Consists of 105,495 shares of common stock and options to purchase an aggregate of 32,400 shares of common stock (representing that portion of options to purchase an aggregate of 162,000 shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of January 31, 2017).

(5) Mr. Trost is party to an agreement with Aegis LP, the Apollo entity which holds the majority of our Common Stock, which provides Mr. Trost with a minority profits interest in the return to Aegis LP on its investment in our company, above the initial investment cost at the time Aegis LP acquired the Predecessor. These profits interests are subject to additional vesting requirements.

(6) Mr. Visentin is party to an agreement with Aegis LP, the Apollo entity which holds the majority of our Common Stock, which provides Mr. Visentin with a minority profits interest in the return to Aegis LP on its investment in our company, above the initial investment cost at the time Aegis LP acquired the Predecessor. These profits interests are subject to additional vesting requirements.

178

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Apollo Stockholders Agreement

We will enter into the Apollo Stockholders Agreement with Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, in connection with this Offering that will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate up to five nominees to our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to four nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to three nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate two nominees to our Board of Directors. The Apollo Stockholders Agreement will also provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased, respectively, and rounded up to the nearest whole number.

Under the Apollo Stockholders Agreement, the approval of a majority of the members of our board of directors, which must include the approval of a majority of the directors nominated by the Apollo Funds, will be required under certain circumstances. These include, as to us and, to the extent applicable, each of our subsidiaries:

• amending, modifing or repealing any provision of our Amended Certificate or Amended Bylaws in a manner that disproportionately adversely affects the Apollo Funds;

• issuing additional equity interests of the Company, other than (a) any award under any stockholder-approved equity compensation plan, (b) any award under an equity compensation plan approved by a majority of the directors nominated or designated by the Apollo Funds or (c) any intra-company issuance among us and our wholly owned subsidiaries;

• merging or consolidating with or into any other entity, or transfering (by lease, assignment, sale or otherwise) all or substantially all of our and our subsidiaries’ assets, taken as a whole, to another entity, or entering into or agreeing to undertake any transaction that would constitute a “Change of Control” as defined in our or our subsidiaries’ principal credit facilities or note indentures (other than transactions between us and a subsidiary);

• other than in the ordinary course of business with vendors, customers and suppliers, entering into any (a) acquisition by us or any of our subsidiaries of the equity interests or assets of any Person, or the acquisition by us or any of our subsidiaries of any business, properties, assets, or persons or (b) disposition of our assets or the assets of any of our subsidiaries or the shares or other equity interests of any of our subsidiaries, in each case where the amount of consideration for any such acquisition or disposition exceeds $100 million in any single transaction, or an aggregate amount of $200 million in any series of transactions during a calendar year;

• incurring financial indebtedness, in a single transaction or a series of related transactions, aggregating to more than $75 million, subject to certain exceptions;

• terminating our Chief Executive Officer or designate a new Chief Executive Officer; or

• changing the size of our Board of Directors.

179

These approval rights will terminate at such time as the Apollo Funds no longer beneficially own at least 30% of our outstanding common stock.

Amended Management Stockholders Agreement

The Company, Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, and certain of our employees who invested in the Company in connection with the Presidio Acquisition are parties to a securityholders agreement, which will be amended and restated as the Amended Management Stockholders Agreement in connection with the consummation of this Offering. Pursuant to the Amended Management Stockholders Agreement, following this Offering, Aegis LP and certain of its affiliates will have certain demand registration rights for shares of our common stock held by them. In addition, under the Management Stockholders Agreement, Aegis LP, certain of its affiliates and the Management Holders have piggyback and other registration rights with respect to shares of our common stock held by them. Furthermore, under the Amended Management Stockholders Agreement, we will agree to indemnify (A) each party to the Amended Management Stockholders Agreement and their respective officers, directors, employees, representatives and each person who controls such party, (B) Aegis LP and its officers, managers, employees, representatives and affiliates and (C) any portfolio company of the Apollo Group against losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any registration statement or prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to our Company by such party set forth in (A), (B) or (C) above for use therein.

Management Fees

Neither Apollo Global Management, LLC nor any Apollo Fund charges our Company any management fee. No management fees were paid by us to Apollo Global Management, LLC or any Apollo Fund since the Presidio Acquisition.

Office Lease Agreement

The Company is party to a lease agreement with an entity owned by Christopher Cagnazzi, our President of the Presidio Tri State region, and Robert Cagnazzi, our Chief Executive Officer and Director, for office space located at 110 Parkway Drive South, Hauppauge, New York, which will expire on December 31, 2019. The current monthly rent under the lease is $25,645.00 and is subject to a 3% annual escalation.

Participation of Apollo Global Securities, LLC in this Offering

Apollo Global Securities, LLC is an affiliate of the Apollo Funds and an underwriter in this offering and will receive a portion of the discounts and commissions paid to the underwriters in this offering. See “Underwriting (Conflicts of Interest).”

Other Related Party Transactions

An alternative investment vehicle formed by the limited partners of the Apollo Funds owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG. As such, we presently anticipate that any portion of the proceeds of this Offering used by the Company to repurchase the Subordinated Notes would be paid, directly or indirectly, to such alternative investment vehicle (net of any amounts owed by such alternative investment vehicle to Deutsche Bank AG pursuant to such derivative arrangements). See “Use of Proceeds.”

On February 15, 2017, we entered into a Notes Purchase Agreement with Deutsche Bank AG, who is the holder of 100% of our outstanding Subordinated Notes, pursuant to which we agreed to use the net proceeds

180

of this Offering to repurchase, and Deutsche Bank AG agreed to sell to us, all of the outstanding Subordinated Notes held by Deutsche Bank AG (or, to the extent the net proceeds are not sufficient to repurchase all Subordinated Notes, a lesser amount) at the Subordinated Notes Repurchase Price. Following the repurchase by us of the Subordinated Notes, we anticipate that any such Subordinated Notes would be cancelled.

In April 2016, we paid affiliates of Apollo $0.5 million in financing and placement fees in connection with the February 2016 Credit Agreement.

We recorded revenue to parties affiliated with Apollo or our directors of $2.0 million for the fiscal year ended June 30, 2016 and $0.3 million for the Combined fiscal year ended June 30, 2015. As of June 30, 2016, the outstanding receivables associated with parties affiliated with Apollo or our directors were $0.2 million and, as of June 30, 2015, the outstanding receivables were less than $0.1 million. We recorded revenue to parties affiliated with Apollo or our directors of $2.1 million and $1.2 million for the six months ended December 31, 2016 and 2015. As of December 31, 2016, the outstanding receivables associated with parties affiliated with Apollo or our directors were $1.8 million.

David Hart, who serves as the Company’s Chief Operating Officer, serves on the board of directors of Atlantix, which until it was sold in October 2015 was a wholly owned subsidiary of the Company.

At issuance, we held the $25.0 million term loan borrowing issued by Presidio Holdings under the Incremental Assumption Agreement and Amendment No. 2 to the Company’s February 2015 Credit Agreement, which was incurred in connection with the Netech Acquisition. As of June 30, 2016, we had sold such holdings of the debt to an unaffiliated third party for a loss of $0.1 million as a result of the sale.

Funding of the Netech Acquisition also included a $150.0 million February 2016 Credit Agreement, which included $5.5 million of the term loans held by members of management. In May 2016, the term loans held by members of management were repaid in connection with the refinancing of the February 2016 Credit Agreement.

During the fiscal year ended June 30, 2014, we repaid $3.0 million on the note payable to a former shareholder that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

During the Predecessor periods, we incurred management fees to our former owners. Management fees were $1.5 million for the period ended February 1, 2015 and $2.0 million for the fiscal year ended June 30, 2014. Additionally, we incurred $12.7 million of consulting fees in the period ended February 1, 2015 to our former owners associated with the Presidio Acquisition.

On May 19, 2015, in connection with the May 2015 Amendment, we paid certain fees totaling approximately $82,000 to Apollo Global Securities, LLC, an affiliate of Apollo, for certain engagement and co-manager services provided in connection with such amendment.

On May 27, 2016, in connection with the May 2016 Amendment, we paid certain fees totaling approximately $152,000 to Apollo Global Securities, LLC, an affiliate of Apollo, for certain manager services provided in connection with such amendment.

On January 19, 2017, in connection with the January 2017 Amendment, we paid certain fees totaling approximately $60,000 to Apollo Global Securities, LLC, an affiliate of Apollo, for certain engagement and co-manager services provided in connection with such refinancing.

181

Apollo Directors

One of our directors, Matthew Nord, is a senior partner of Apollo Global Management, LLC, which he joined in 2003. One of our directors, Christopher Edson, is a principal of Apollo Global Management, LLC, which he joined in 2008. One of our directors, Salim Hirji, is an associate of Apollo Global Management, LLC, which he joined in 2013. Information with respect to director compensation is set forth in this prospectus, under “Compensation Discussion and Analysis—Director Compensation.”

Review and Approval of Related Party Transactions

Upon consummation of this Offering, we intend to adopt a formal written policy for the review, approval or ratification of transactions with related persons.

Indemnification Agreements

In connection with the completion of this Offering, we expect to enter into indemnification agreements with each of our directors and certain of our officers. We expect that these indemnification agreements will provide the directors and officers with contractual rights to indemnification and expense advancement that are, in some cases, broader than the specific indemnification provisions contained under Delaware law. We believe that these indemnification agreements will be, in form and substance, substantially similar to those commonly entered into in transactions of like size and complexity sponsored by private equity firms.

182

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following summary of the material terms of certain financing arrangements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the underlying documents.

February 2015 Credit Agreement

General

On February 2, 2015, certain of our wholly owned domestic subsidiaries entered into the February 2015 Credit Agreement, which initially provided for senior secured financing of $650 million. The borrowers under the February 2015 Credit Agreement are Presidio LLC (f/k/a Presidio, Inc.) (“Presidio LLC”) and Presidio Networked Solutions LLC (f/k/a Presidio Networked Solutions, Inc.) (“PNS” and, together with Presidio LLC, the “February 2015 Credit Agreement Borrowers”). The February 2015 Credit Agreement originally consisted of:

• the term loan facility, in an aggregate principal amount of $600 million, maturing on February 2, 2022; and

• the revolving credit facility, in an aggregate principal amount of up to $50 million, maturing on February 2, 2020, which includes both a letter of credit sub-facility and a swingline loan sub-facility.

On May 19, 2015, the February 2015 Credit Agreement Borrowers entered into an amendment to the February 2015 Credit Agreement to, among other things, reduce the interest rate on the term loan facility. Concurrently with the amendment, the February 2015 Credit Agreement Borrowers made a $25 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement.

On February 1, 2016, in connection with the Netech Acquisition, the February 2015 Credit Agreement Borrowers entered into a second amendment to the February 2015 Credit Agreement to, among other things, provide for an incremental term loan facility made by the Company, as lender, to the Borrowers in an aggregate principal amount of $25 million (“February 2016 Incremental Term Loan”). The February 2016 Incremental Term Loan was funded by the Company at par and otherwise has the same terms as the previously outstanding term loans under the February 2015 Credit Agreement. The initial lender under the February 2016 Incremental Term Loan was Presidio, Inc. (f/k/a Aegis Holdings, Inc.). Prior to the date hereof, Presidio, Inc. sold the $25 million February 2016 Incremental Term Loan to unaffiliated purchasers.

On May 27, 2016, the February 2015 Credit Agreement Borrowers entered into a third amendment to the February 2015 Credit Agreement to, among other things, provide for an incremental term loan facility made to the Borrowers in an aggregate principal amount of $140 million (the “May 2016 Incremental Term Loan”). The May 2016 Incremental Term Loan was funded at 99.5% of the aggregate principal amount thereof and otherwise has the same terms as the previously outstanding term loans under the February 2015 Credit Agreement. The proceeds of the May 2016 Incremental Term Loan were used, together with cash on hand, to refinance in full a separate term loan credit agreement which the Company had entered into in connection with the Netech Acquisition (the “February 2016 Credit Agreement”).

On December 30, 2016, the February 2015 Credit Agreement Borrowers made a $25.0 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement; after giving effect to the prepayment, $703.6 million in aggregate principal amount of term loans remained outstanding under the February 2015 Credit Agreement.

183

As of December 31, 2016, the outstanding principal amount of the term loan facility under the February 2015 Credit Agreement was $703.6 million and there were no outstanding borrowings under the revolving facility.

On January 19, 2017, the February 2015 Credit Agreement Borrowers entered into the January 2017 Amendment to, among other things, reduce the interest rate on all term loans outstanding under the February 2015 Credit Agreement.

The February 2015 Credit Agreement Borrowers may request one or more incremental term loan facilities and/or increase commitments under the revolving facility in an aggregate amount of up to the sum of (x) $100 million plus (y) such additional amount so long as, (i) in the case of loans under additional credit facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

All borrowings under the revolving credit facility of the February 2015 Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default or event of default and the accuracy of representations and warranties.

Interest Rates and Fees

Borrowings under the February 2015 Credit Agreement bear interest at a rate equal to, at the applicable February 2015 Credit Agreement Borrowers’ option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans, plus a margin of 3.50%, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate determined by Credit Suisse AG and (iii) the one-month adjusted LIBOR plus 1.00%, in each case, plus a margin of 2.50%. From and after the date that Presidio Holdings Inc. delivers a certificate to the administrative agent certifying that a qualified initial public offering (defined as an underwritten public offering of the equity interests of Presidio LLC or a parent entity (including Presidio, Inc.) which generates gross cash proceeds of at least $50 million) has occurred and that the Net Total Leverage Ratio (as defined in the February 2015 Credit Agreement) calculated on a pro forma basis is less than 4.00 to 1.00, the applicable margin for term loans under the February 2015 Credit Agreement will be reduced by an additional 0.25%.

In addition to paying interest on outstanding principal under the February 2015 Credit Agreement, the February 2015 Credit Agreement Borrowers are required to pay a commitment fee ranging from 0.50% to 0.375%, depending on the net first lien leverage ratio, to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. They are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

Amortization and Prepayments

The February 2015 Credit Agreement requires amortization of 1.00% per annum, payable quarterly on the principal amount of term loans outstanding immediately after the effectiveness of the January 2017 Amendment, with the balance paid at maturity.

184

In addition, the February 2015 Credit Agreement requires the February 2015 Credit Agreement Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage is reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00 and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement;

• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions, including, without limitation, a minimum threshold, and provided that we may (a) reinvest within 12 months, or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within six months following the end of such 12-month period in assets to be used in our business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

The February 2015 Credit Agreement Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time, without prepayment premium or penalty except in connection with a repricing event as described below, subject to customary “breakage” costs with respect to LIBOR rate loans.

Collateral and Guarantors

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by the February 2015 Credit Agreement Borrowers, Presidio Holdings Inc., Presidio IS LLC and each of existing and future wholly owned domestic subsidiaries of Presidio Holdings Inc., subject to certain exceptions. The obligations are secured by substantially all assets of the February 2015 Credit Agreement Borrowers and those of each guarantor, including capital stock of the February 2015 Credit Agreement Borrowers and the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to certain exceptions. Such security interests consist of a first-priority lien with respect to the collateral, subject to certain exceptions including that such security interests, pursuant to an intercreditor agreement, be subordinate to the security interests on the collateral securing the obligations under the CPC Facility.

Restrictive Covenants and Other Matters

The revolving credit facility requires that we, subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is satisfied at any time when the sum of outstanding exposure under the revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

The February 2015 Credit Agreement contains certain customary affirmative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among other things, limitations (subject in each case to exceptions) on our ability to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

185

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change our lines of business;

• restrict dividends from our subsidiaries or restrict liens;

• change our fiscal year; and

• modify the terms of certain debt or organizational agreements.

Securitization Facility

Presidio maintains the Receivables Securitization Facility whereby PNS sells its trade receivables on a continuous basis to PCF. PCF then grants, without recourse, a senior undivided interest in the pooled receivables to the administrative agent of the facility, PNC Bank, National Association, in exchange for cash, while maintaining a subordinated undivided interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates. Upon and after the sale or contribution of the accounts receivables to PCF, such accounts receivables are legally assets of PCF and, as such, are not available to our creditors or our other subsidiaries.

As of the date hereof, the committed amount of the Receivables Securitization Facility is $250 million and the maturity date is February 2, 2018. The Receivables Securitization Facility provides for borrowing capacity subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. The Company also incurs a commitment fee of 0.50% or 0.40%, depending on utilization.

As of December 31, 2016, there was no outstanding principal on the Receivables Securitization Facility.

Each purchase is subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties.

The obligations under the Receivables Securitization Facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets.

The Receivables Securitization Facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the Receivables Securitization Facility, falls below $35 million.

The Receivables Securitization Facility contains certain customary affirmative covenants and termination events for facilities of this nature.

Senior Notes and Subordinated Notes

General

On February 2, 2015, Presidio Holdings issued the Senior Notes in an initial aggregate principal amount of $250 million and the Subordinated Notes in an initial aggregate amount of $150 million. Each of the Senior Notes and the Subordinated Notes will mature on February 15, 2023.

186

In August 2015, Presidio Holdings repurchased from an unaffiliated third party approximately $38.2 million of the Subordinated Notes held by unaffiliated third parties. In June 2016, Presidio Holdings repurchased from an unaffiliated third party an aggregate of approximately $27.6 million of the Senior Notes.

As of December 31, 2016, the aggregate principal amount of outstanding Senior Notes was $222.5 million, and the aggregate principal amount of outstanding Subordinated Notes was $111.8 million.

An alternative investment vehicle formed by the limited partners of the Apollo Funds owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG, who is the holder of 100% of the outstanding Subordinated Notes.

We intend to use the net proceeds of this Offering to repurchase all of our Subordinated Notes and to redeem a portion of our Senior Notes as described under “Use of Proceeds.”

On February 15, 2017, we entered into a Notes Purchase Agreement with Deutsche Bank AG, who is the holder of 100% of our outstanding Subordinated Notes, pursuant to which we agreed to use the net proceeds of this Offering to repurchase, and Deutsche Bank AG agreed to sell to us, all of the outstanding Subordinated Notes held by Deutsche Bank AG (or, to the extent the net proceeds are not sufficient to repurchase all Subordinated Notes, a lesser amount) at the Subordinated Notes Repurchase Price. Following the repurchase by us of the Subordinated Notes, we anticipate that any such Subordinated Notes would be cancelled.

Interest Rates and Fees

Interest on the Notes of each series accrues at a rate of 10.25% per annum, which is payable semiannually in cash to holders of record at the close of business on the February 1 or August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing August 15, 2015.

Optional Redemption

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of such notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain specified redemption prices, plus accrued and unpaid interest.

In addition, on or prior to February 15, 2018, Presidio Holdings may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the Notes of each series with the net cash proceeds of any equity offering at a redemption price of 110.25%, plus accrued and unpaid interest, provided that at least 50.0% of the original aggregate principal amount of the Notes of the applicable series remains outstanding after such redemption and provided that such redemption occur within 90 days of the date on which such equity offering is consummated, upon not less than 30 or more than 60 days’ notice.

Guarantors and Ranking

The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’s present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the February 2015 Credit Agreement or certain other future credit facilities or future capital markets indebtedness.

The Senior Notes are unsubordinated, unsecured of Presidio Holdings and the guarantors, respectively. The Subordinated Notes are unsecured and are subordinated in right of payment to all existing and future senior debt of Presidio Holdings and the guarantors, meaning that the holders of senior debt, including the Senior Notes and February 2015 Credit Agreement, are entitled to payment in full, including post-filing interest in a bankruptcy, before the holders of the Subordinated Notes are entitled to receive any payments.

187

Restrictive Covenants and Other Matters

The indentures governing the Notes contain certain customary affirmative covenants and events of default. The applicable negative covenants include, among other things, limitations (subject in each case to exceptions) on our ability to:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of the assets of Presidio Holdings.

Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s.

Upon the occurrence of a change of control, Presidio Holdings is required to offer to repurchase all of the existing Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

188

DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our Amended Certificate and Amended Bylaws, except as otherwise indicated by reference to our current certificate of incorporation and current bylaws and of specific provisions of Delaware law.

General

We will amend and restate our certificate of incorporation, to be effective upon consummation of this Offering, at which time our capital stock will consist of a total of         million authorized shares, of which         million shares, par value $0.01 per share, will be designated as common stock and         million shares, par value $0.01 per share, will be designated as preferred stock. Immediately following the completion of this Offering, we will have              shares of common stock outstanding. There will be no shares of preferred stock outstanding immediately following this Offering.

Common Stock

Voting rights. Holders of common stock will be entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock will not have cumulative voting rights in the election of directors.

Dividend rights. Holders of common stock will be entitled to ratably receive dividends if, as and when dividends are declared from time to time by our Board of Directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, as described below, if any. Under Delaware law, we can only pay dividends either out of “surplus” or the current or immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Liquidation rights. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock.

Other matters. The common stock will have no preemptive or conversion rights. There will be no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable and the shares of our common stock offered in this Offering, upon payment and delivery in accordance with the underwriting agreement, will be fully paid and non-assessable.

Preferred Stock

Pursuant to our Amended Certificate, shares of preferred stock will be issuable from time to time, in one or more series, with the designations of the series, the voting rights of the shares of the series (if any), the powers, preferences and relative participation, optional or other special rights (if any) and any qualifications, limitations or restrictions thereof as our Board of Directors from time to time may adopt by resolution (and without further stockholder approval), subject to certain limitations. Each series will consist of that number of shares as will be stated and expressed in the certificate of designations providing for the issuance of the stock of the series. The Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes, could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us and might affect the market price of our common stock. See “—Certain Corporate Antitakeover Provisions.” We have no current plans to issue any shares of preferred stock following the consummation of this Offering.

189

Composition of the Board of Directors; Election and Removal of Directors

In accordance with our Amended Certificate and our Amended Bylaws, the number of directors comprising our Board of Directors will be determined from time to time by our Board of Directors, and only a majority of the Board of Directors may fix the number of directors. However, the number of directors shall never be less than one nor more than fifteen. Our Amended Certificate will provide that stockholders will be able to remove directors only for cause and then only by the affirmative vote of a majority of the voting power entitled to vote for the election of directors. We intend to avail ourselves of the “controlled company” exceptions under the governance rules of the NASDAQ, which may exempt us from certain requirements, including the requirements that we have a majority of independent directors on our Board of Directors and that we have Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors. We will, however, remain subject to the requirement that we have an Audit Committee composed entirely of independent members.

The Apollo Stockholders Agreement that we will enter into in connection with this Offering will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate up to five nominees to our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to four nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to three nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate two nominees to our Board of Directors. The Apollo Stockholders Agreement will also provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased respectively, and rounded up to the nearest whole number.

Upon completion of this Offering, we expect that our Board of Directors will have nine directors. Our Amended Bylaws will provide that our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of our Board of Directors will be elected at the annual meeting of stockholders, with such elections decided by plurality vote. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our Board of Directors. Each director will hold office until his successor is duly elected and qualified or until his earlier death, disqualification, resignation or removal. Any vacancies on our Board of Directors, including by reason of an increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, except as provided in the Apollo Stockholders Agreement, as described above. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been appointed expires and until their successors are duly elected and shall qualify, unless sooner displaced. Our Amended Certificate will provide that stockholders do not have the right to cumulative voting in the election of directors. At any meeting of our Board of Directors, except as otherwise required by law, a majority of the total number of directors that the company would have if there were no vacancies will constitute a quorum for all purposes.

Upon completion of this Offering, our Amended Bylaws will provide that, subject to applicable law and the rights of the holders of any series of preferred stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of holders of shares entitled to cast at least a majority of the votes entitled to be cast generally in the election of directors.

Special Meetings of Stockholders

Our Amended Bylaws will provide that special meetings of stockholders may be called by the Board of

Directors, the Chairman, the Chief Executive Officer or by stockholders, individually or collectively, holding

more than 50.1% of the Company’s outstanding shares; provided that, once the Apollo Funds hold less than

190

50.1% of the Company’s outstanding shares, special meetings of stockholders may be called only by the Board of

Directors, the chairman of the Board of Directors or the Chief Executive Officer. Only proposals included in the

Company’s notice or otherwise brought before the meeting by or at the direction of the Board may be considered at such special meetings.

Antitakeover Effects of Section 203 of the DGCL

We have elected not to opt out of Section 203 of the DGCL. However, our Amended Certificate, which will become effective on the consummation of this offering, will include a provision that will exempt us from the provisions of the DGCL with respect to combinations between any members of the Apollo Group (including any portfolio company thereof) , on the one hand, and us, on the other.

In general, Section 203 of the DGCL prevents an “interested stockholder” (as defined in the DGCL) from engaging in a “business combination” (as defined in the DGCL) with us for three years following the date that person becomes an interested stockholder, unless one or more of the following occurs:

• before that person became an interested stockholder, our Board of Directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) stock held by directors who are also officers of our Company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

• following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.

In general, a “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The DGCL generally defines “interested stockholder” as any person who, together with affiliates and associates, is the owner of 15% or more of our outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

The provisions of the DGCL, our Amended Certificate and our Amended Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

191

Certain Corporate Antitakeover Provisions

Certain provisions in our Amended Certificate and Amended Bylaws summarized below may be deemed to have an antitakeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Preferred Stock

Our Amended Certificate will contain provisions that will permit our Board of Directors to issue, without any further vote or action by the stockholders, shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series and the powers, preferences and relative participation, optional and other special rights, if any and any qualifications, limitations or restrictions of the shares of such series. See “—Preferred Stock.”

Classified Board; Number of Directors

Our Amended Certificate and Amended Bylaws will provide that our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible and the number of directors on our Board of Directors may be fixed only by the majority of our Board of Directors, as described above in “—Composition of the Board of Directors; Election and Removal of Directors.”

Removal of Director; Vacancies

Our Amended Certificate will provide that stockholders will be able to remove directors only for cause and then only by the affirmative vote of a majority of the voting power entitled to vote for the election of directors. Vacancies on our Board of Directors may be filled by a majority of our Board of Directors then in office, although less than a quorum.

No Cumulative Voting

Our Amended Certificate will provide that stockholders do not have the right to cumulative voting in the election of directors.

Stockholder Action by Written Consent; Calling of Special Meetings of Stockholders

Our Amended Certificate will permit stockholder action without a meeting by consent. However, if the Apollo Funds hold less than 50.1% of the Company’s outstanding voting shares, our Amended Certificate will not permit stockholder action by written consent unless such written consent is unanimous.

Our Amended Bylaws will provide that special meetings of stockholders may be called by the Board of Directors, the Chairman, the Chief Executive Officer or by stockholders, individually or collectively, holding more than 50.1% of the Company’s outstanding shares; provided that, once the Apollo Funds hold less than 50.1% of the Company’s outstanding shares, special meetings of stockholders may be called only by the Board of Directors, the chairman of the Board of Directors or the Chief Executive Officer. Only proposals included in the Company’s notice or otherwise brought before the meeting by or at the direction of the Board may be considered at such special meetings.

Advance Notice Requirements for Stockholders’ Proposals and Director Nominations

Our Amended Bylaws will provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must

192

provide timely notice thereof in writing. To be timely, a stockholder’s notice generally will have to be delivered to and received at our principal executive offices not less than ninety days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided that, if the date of such meeting is advanced more than thirty days prior to, or delayed by more than sixty days after, the anniversary of the preceding year’s annual meeting of our stockholders, a stockholder’s notice to be timely will have to be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Our Amended Bylaws will also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

Exclusive Jurisdiction

Our Amended Certificate and Amended Bylaws will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to us or to our stockholders, any action asserting a claim arising pursuant to the DGCL, or any action asserting a claim governed by the internal affairs doctrine.

Corporate Opportunity

Our Amended Certificate will provide that no officer or director of the Company who is also an officer, director, employee, managing director or other affiliate of any member of the Apollo Group will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any member of the Apollo Group, as applicable, instead of us or does not communicate information regarding a corporate opportunity to us.

This provision may not be modified without Apollo’s written consent until such time as a member of the Apollo Group no longer owns any of the outstanding shares of common stock of the Company.

Amendment of Our Certificate of Incorporation

Our Amended Certificate will provide that at any time the Apollo Group controls at least 50.1% of the voting power of our outstanding common stock, our Amended Certificate can be amended with the affirmative vote of a majority of the outstanding stock entitled to vote thereon. At any other time, our Amended Certificate will provide that our Amended Certificate can be amended by the affirmative vote of at least two thirds of the outstanding stock entitled to vote thereon. Apollo’s prior written consent is required for any amendment, modification or repeal of the provisions discussed above regarding the ability of Apollo-related directors to direct or communicate corporate opportunities to Apollo. Additionally, pursuant to the Apollo Stockholders Agreement, for so long as the Apollo Funds hold at least 30% of our outstanding common stock, our Amended Certificate cannot be amended in a manner that disproportionately adversely affects the Apollo Funds without the approval of at least a majority of the directors nominated by the Apollo Funds to our Board of Directors pursuant to the Apollo Stockholders Agreement. For more information, see “Certain Relationships and Related Party Transactions—Apollo Stockholders Agreement.”

Amendment of Our Bylaws

Our Amended Bylaws will provide that, except as provided in the Apollo Stockholders Agreement that we have agreed to enter into in connection with the consummation of this Offering, they can be amended by the vote of a majority of the shares present in person or represented by proxy at a meeting of stockholders and

193

entitled to vote or by the vote of a majority of the Board of Directors. Additionally, pursuant to the Apollo Stockholders Agreement, for so long as the Apollo Funds hold at least 30% of our outstanding common stock, our Amended Bylaws cannot be amended in a manner that disproportionately adversely affects the Apollo Funds without the approval of at least a majority of the directors nominated by the Apollo Funds to our Board of Directors pursuant to the Apollo Stockholders Agreement. For more information, see “Certain Relationships and Related Party Transactions—Apollo Stockholders Agreement.”

Limitation of Liability and Indemnification

Section 145 of the DGCL provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

Our Amended Certificate will provide that directors of the Company shall not be personally liable to the Company or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Company or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, relating to prohibited dividends or distributions or the repurchase or redemption of stock or (d) for any transaction from which the director derives an improper personal benefit. Our Amended Bylaws will also contain provisions to indemnify any employee to the fullest extent permitted by the DGCL.

Accordingly, if any of the personnel described in the foregoing paragraph is immune or exculpated from, or indemnified against, liability in connection with actions he has taken but which actions impede our performance, our and our stockholders’ ability to recover damages from that person will be limited.

Further, the Company shall, to the fullest extent permitted by the DGCL in effect from time to time, indemnify any person who is or was a director or officer of the Company from and against any expenses, judgments, fines and amounts paid in settlement actually and/or reasonably incurred in connection with the matters referred to in or covered by Section 145 of the DGCL without requiring a preliminary determination of the ultimate entitlement to indemnification and shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding.

Our Board of Directors may take such action as it deems necessary to carry out these indemnification provisions, including adopting procedures for determining and enforcing indemnification rights and purchasing insurance policies. Our Board of Directors may also adopt bylaws, resolutions or contracts implementing indemnification arrangements as may be permitted by law. Neither the amendment nor the repeal of these indemnification provisions, nor the adoption of any provision of our Amended Certificate inconsistent with these indemnification provisions, will eliminate or reduce any rights to indemnification relating to the status of any director or any activities prior to such amendment, repeal or adoption.

194

We intend to enter into separate indemnification agreements with each of our directors and executive officers, which may be broader than the specific indemnification provisions contained in Delaware law. These indemnification agreements may require us to, among other things, indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Currently, to our knowledge, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification by us is sought, nor are we aware of any threatened litigation or proceeding that may result in a claim for indemnification.

We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors.

Listing

We have applied to list our shares of common stock on the NASDAQ under the symbol “PSDO.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Broadridge Corporate Issuer Solutions, Inc.

195

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for our common stock and no predictions can be made about the effect, if any, that market sales of shares of our common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, the actual sale of, or the perceived potential for the sale of, our common stock in the public market may have an adverse impact on the market price for the common stock and could impair our ability to raise capital through future sales of our securities. See “Risk Factors—Risks Related to an Investment in Our Common Stock and this Offering—Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.”

Sale of Restricted Shares

Upon completion of this Offering, we will have an aggregate of             shares of our common stock outstanding. Of these shares, the             shares of our common stock to be sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares which may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. The remaining             shares of our common stock outstanding will be restricted securities, as that term is defined in Rule 144 and may in the future be sold without restriction under the Securities Act to the extent permitted by Rule 144 or any applicable exemption under the Securities Act.

Equity Incentive Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act following this Offering to register our shares of common stock that are issuable pursuant to our Amended and Restated 2015 Long-Term Incentive Plan, our 2017 Long-Term Incentive Plan, and our Employee Stock Purchase Plan. These registration statements are expected to become effective upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to any applicable lock-up agreements and to Rule 144 limitations applicable to affiliates.

Lock-up Agreements

In addition to the limits placed on the sale of shares of our common stock by operation of Rule 144 and other provisions of the Securities Act, (i) our executive officers and directors have agreed, subject to certain limited exceptions, not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible into common stock owned by them at the completion of this Offering or thereafter acquired by them for a period of         days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., (ii) the Apollo Funds have agreed, subject to certain limited exceptions, not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible into common stock owned by the Apollo Funds at the completion of this Offering or thereafter acquired by the Apollo Funds for a period of             days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. and (iii) we have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of the ownership of, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock for a period of         days after the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., subject to certain limited exceptions set forth in “Underwriting (Conflicts of Interest).”

196

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the completion of this Offering, a person (or persons whose common stock is required to be aggregated), who is an affiliate and who has beneficially owned our common stock for at least six months, is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

• 1% of the number of shares then outstanding, which will equal approximately             shares immediately after completion of this Offering; and

• the average weekly trading volume in our shares on the NASDAQ during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale, subject to restrictions.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then-outstanding shares of our common stock or the average weekly trading volume of our common stock during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sales provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, any of our directors, officers, employees, consultants or advisors who purchased shares of stock from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this Offering, or who purchased shares of stock from us after that date upon the exercise of options granted before that date, are eligible to resell such shares of stock 90 days after the effective date of this Offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with its six-month minimum holding period, but subject to the other Rule 144 restrictions described above.

197

CERTAIN MATERIAL UNITED STATES FEDERAL INCOME

TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of certain material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our common stock applicable to non-U.S. holders who acquire such shares in this Offering. This discussion is based on current provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated thereunder and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect.

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a partnership or any of the following:

• a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of our common stock should consult their tax advisors.

This discussion assumes that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of that holder’s particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our common stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States and holders who hold our common stock as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal estate and gift taxes, or any U.S. state, local or non-U.S. taxes. Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our common stock.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. WE RECOMMEND THAT PROSPECTIVE HOLDERS OF OUR COMMON STOCK CONSULT WITH THEIR TAX ADVISORS

198

REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Dividends

In general, any distributions we make to a non-U.S. holder with respect to its shares of our common stock that constitute dividends for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty) unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if an income tax treaty applies, are attributable to a permanent establishment of the non-U.S. holder within the United States). A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated as first reducing the adjusted basis in the non-U.S. holder’s shares of our common stock and, to the extent it exceeds the adjusted basis in the non-U.S. holder’s shares of our common stock, as gain from the sale or exchange of such shares. Any such gain will be subject to the treatment described below under “—Gain on Sale or Other Disposition of our Common Stock.”

Subject to the discussion below regarding “—Foreign Account Tax Compliance,” dividends effectively connected with a U.S. trade or business (and, if an income tax treaty applies, attributable to a U.S. permanent establishment) of a non-U.S. holder generally will not be subject to U.S. withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its “effectively connected earnings and profits,” subject to certain adjustments.

Gain on Sale or Other Disposition of Our Common Stock

In general, a non-U.S. holder will not be subject to U.S. federal income or, subject to the discussion below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance,” withholding tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder;

• the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

• we are or have been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of the disposition and the non-U.S. holder’s holding period and certain other conditions are satisfied. We believe that we currently are not and we do not anticipate becoming, a USRPHC.

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition of our common stock will generally be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

199

Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding tax (currently, at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting rules. Dividends paid to a non-U.S. holder generally will be exempt from backup withholding if the non-U.S. holder provides a properly executed IRS Form W-8BEN or W-8BEN-E, or otherwise establishes an exemption.

Under U.S. Treasury regulations, the payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except in the case of proceeds from a disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker that is:

• a U.S. person;

• a “controlled foreign corporation” for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

• a foreign partnership if at any time during its tax year (a) one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership, or (b) the foreign partnership is engaged in a U.S. trade or business.

Information reporting will apply unless the broker has documentary evidence in its files that the owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no knowledge or reason to know to the contrary). Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the owner is a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Foreign Account Tax Compliance

Under Sections 1471 through 1474 of the Code and the Treasury regulations and administrative guidance promulgated thereunder (collectively, “FATCA”), a U.S. federal withholding tax of 30% generally is imposed on any dividends paid on our common stock and a U.S. federal withholding tax of 30% generally will be imposed on gross proceeds from the disposition of our common stock (beginning January 1, 2019) paid to (i) a “foreign financial institution” (as specifically defined under FATCA) unless such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain

200

equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) and (ii) certain other foreign entities unless such entity provides the withholding agent with a certification identifying its direct and indirect “substantial U.S. owners” (as defined under FATCA) or, alternatively, provides a certification that no such owners exist and, in either case, complies with certain other requirements. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules and properly certifies its exempt status to a withholding agent or is deemed to be in compliance with FATCA. Application of FATCA tax does not depend on whether the payment otherwise would be exempt from U.S. federal withholding tax under the other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

201

UNDERWRITING (CONFLICTS OF INTEREST)

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Barclays Capital Inc.
RBC Capital Markets, LLC
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
Wells Fargo Securities, LLC
Evercore Group L.L.C.
Guggenheim Securities, LLC
Apollo Global Securities, LLC
LionTree Advisors LLC
Total

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or this Offering may be terminated.

The underwriters propose to offer the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. After the initial offering of the shares to the public, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to             additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

202

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without option to purchase additional shares exercise	With full option to purchase additional shares exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            . We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $            .

The underwriters have agreed to reimburse us for certain expenses incurred by us in connection with this Offering upon closing of this Offering.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in this Offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. for a period of         days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and certain other exceptions.

Our directors and executive officers and certain of our shareholders have entered into lock-up agreements with the underwriters prior to the commencement of this Offering pursuant to which each of these persons or entities, with limited exceptions, for a period of         days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

203

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We have applied to have our common stock approved for listing/quotation on the NASDAQ under the symbol “PSDO.”

In connection with this Offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this Offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this Offering and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this Offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NASDAQ, in the over-the-counter market or otherwise.

Prior to this Offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this Offering;

• the recent market prices of and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of common stock, or that the shares will trade in the public market at or above the initial public offering price.

204

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal, that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Offering.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of

205

any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of this Offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to and is directed only at and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock

206

exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or this Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this Offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA) and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

• to investment services providers authorized to engage in portfolio management on behalf of third parties; or

• in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

207

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A) and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person that is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Conflicts of Interest

The Apollo Funds own in excess of 10% of our issued and outstanding ordinary shares. An alternative investment vehicle formed by the limited partners of the Apollo Funds owns substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG and, therefore, will receive in excess of 5% of the net proceeds of this Offering. Because the Apollo Funds

208

are affiliated with Apollo Global Securities, LLC, an underwriter on this Offering, Apollo Global Securities, LLC is deemed to have a “conflict of interest under FINRA Rule 5121. Accordingly, this Offering will be conducted in compliance with FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this Offering as the members primarily responsible for managing the public offering do not have conflict of interest, are not affiliates of any member that has conflict of interest and meet the requirements of paragraph (f)(12)(E) of FINRA Rule 5121. Apollo Global Securities, LLC will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the account holder. See “Principal Stockholders” and “Use of Proceeds” for additional information.

Other Relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Affiliates of Citigroup Global Markets Inc., Barclays Capital Inc., RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are lenders and/or agents under and/or served as joint lead arrangers and joint bookrunners under the February 2015 Credit Facilities; Citigroup Global Markets Inc., Barclays Capital Inc., RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. were initial purchasers of the Notes; and affiliates of Wells Fargo Securities, LLC are party to the CPC Facility. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans and may do so in the future.

209

LEGAL MATTERS

Wachtell, Lipton, Rosen & Katz, New York, New York, will pass upon for us the validity of the shares of our common stock offered hereby. The underwriters have been represented by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Presidio, Inc. as of June 30, 2016 and 2015 and for the year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the year ended June 30, 2014 (Predecessor) have been audited by RSM US LLP, an independent public accounting firm, as stated in its report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Certain statistical and market data contained herein have been derived from and included herein in reliance upon, the market research report prepared by Gartner, Inc., an independent provider of research and analysis on the global IT industry, commissioned by the Company and issued on May 10, 2016 and upon the authority of said firm as experts with respect to the matters covered by its report.

None of the experts named above own any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or any of our associates or affiliates.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the common stock that includes important business and financial information about us that is not included in or delivered with this prospectus. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or other documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or the matter involved. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov/edgar.shtml.

You may obtain copies of the information and documents incorporated by reference in this prospectus at no charge by writing or telephoning us at the following address or telephone number:

Presidio, Inc. One Penn Plaza, Suite 2832 New York, New York 10119 (212) 652-5700 Attention: Investor Relations

We also maintain a website at http://www.Presidio.com. We will, as soon as reasonably practicable after the electronic filing of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports (if applicable), make available such reports free of charge on our website. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part and you should not rely on any such information in making your decision whether to purchase our securities.

210

Index to Consolidated Financial Statements

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets – As of June 30, 2016 and June  30, 2015	F-3
Consolidated Statements of Operations – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-4
Consolidated Statements of Cash Flows – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-5
Consolidated Statements of Stockholders’ Equity – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-7
Notes to the Consolidated Financial Statements	F-8
Schedule I – Parent Company Financial Information	F-58
Schedule II – Valuation and Qualifying Accounts	F-63
Unaudited Interim Consolidated Financial Statements
Consolidated Balance Sheets – As of December 31, 2016 and June  30, 2016	F-64
Consolidated Statements of Operations – For the six months ended December 31, 2016 and 2015	F-65
Consolidated Statements of Cash Flows – For the six months ended December 31, 2016 and 2015	F-66
Consolidated Statements of Stockholders’ Equity – For the six months ended December 31, 2016 and 2015	F-67
Notes to the Consolidated Financial Statements	F-68

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Presidio, Inc.

We have audited the accompanying consolidated balance sheets of Presidio, Inc. and subsidiaries (the Company) as of June 30, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended June 30, 2016 (Successor), the period from November 20, 2014 through June 30, 2015 (Successor), the period from July 1, 2014 through February 1, 2015 (Predecessor) and the year ended June 30, 2014 (Predecessor). Our audits also included the accompanying financial statement schedules of Presidio, Inc. These financial statements and financial statement schedules are (Schedule I and Schedule II) the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Presidio, Inc. and subsidiaries as of June 30, 2016 and 2015, and the results of their operations and their cash flows for the year ended June 30, 2016 (Successor), the period from November 20, 2014 through June 30, 2015 (Successor), the period from July 1, 2014 through February 1, 2015 (Predecessor), and the year ended June 30, 2014 (Predecessor), in conformity with U.S generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ RSM US LLP

McLean, Virginia

September 26, 2016

F-2

Presidio, Inc.

Consolidated Balance Sheets

(in millions, except share data)

	As of June 30, 2015			As of June 30, 2016
Assets
Current Assets
Cash and cash equivalents	$	88.3		$	33.0
Accounts receivable, net		439.7			503.0
Unbilled accounts receivable, net		99.1			135.7
Financing receivables, current portion		69.1			83.1
Inventory		42.3			48.3
Prepaid expenses and other current assets		72.8			68.2
Deferred income tax assets		18.3			—
Total current assets		829.6			871.3
Property and equipment, net		29.5			32.9
Equipment under operating leases, net		3.5			2.9
Financing receivables, less current portion		99.0			102.0
Goodwill		662.5			781.5
Identifiable intangible assets, net		811.1			825.5
Other assets		9.2			7.0
Total assets	$	2,444.4		$	2,623.1
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	5.8		$	7.4
Accounts payable – trade		360.4			382.3
Accounts payable – floor plan		161.9			223.3
Accrued expenses and other current liabilities		162.8			167.1
Discounted financing receivables, current portion		65.9			75.3
Total current liabilities		756.8			855.4
Long-term debt, net of debt issuance costs and current maturities		927.9			1,030.6
Discounted financing receivables, less current portion		91.1			87.1
Deferred income tax liabilities		325.9			288.0
Other liabilities		6.9			15.1
Total liabilities		2,108.6			2,276.2
Commitments and contingencies (Note 13)
Stockholders’ Equity
Preferred stock; $0.01 par value; 100 shares authorized, zero shares issued and outstanding at June 30, 2016 and June 30, 2015		—			—
Common stock; $0.01 par value; 100,000,000 shares authorized, 35,961,418 shares issued and outstanding at June 30, 2016; $0.01 par value; 100,000,000 shares authorized, 35,245,974 shares issued and outstanding at June 30, 2015		0.4			0.4
Additional paid-in capital		359.7			374.2
Accumulated deficit		(24.3	)		(27.7	)
Total stockholders’ equity		335.8			346.9
Total liabilities and stockholders’ equity	$	2,444.4		$	2,623.1

See Notes to the Consolidated Financial Statements.

F-3

Presidio, Inc.

Consolidated Statements of Operations

(in millions, except share data)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Revenue
Product	$	1,945.0		$	1,201.4		$	848.0		$	2,319.8
Service		321.0			191.4			137.5			395.1
Total revenue		2,266.0			1,392.8			985.5			2,714.9
Cost of revenue
Product		1,561.1			952.9			679.9			1,866.5
Service		250.9			150.6			108.6			307.8
Total cost of revenue		1,812.0			1,103.5			788.5			2,174.3
Gross margin		454.0			289.3			197.0			540.6
Operating expenses
Selling expenses		211.1			137.6			94.4			248.2
General and administrative expenses		90.7			59.9			40.5			96.9
Transaction costs		14.8			42.6			21.3			20.6
Depreciation and amortization		45.9			22.4			30.2			76.0
Total operating expenses		362.5			262.5			186.4			441.7
Operating income		91.5			26.8			10.6			98.9
Interest and other (income) expense
Interest expense		34.3			21.4			46.7			81.9
Gain on interest rate swap agreements		(2.2	)		—			—			—
Loss on disposal of business		—			—			—			6.8
Loss on extinguishment of debt		2.7			7.5			0.7			9.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1			0.1
Total interest and other (income) expense		34.6			28.7			47.5			98.5
Income (loss) before income taxes		56.9			(1.9	)		(36.9	)		0.4
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)
Earnings (loss) per share:
Basic	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)
Diluted	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)

See Notes to the Consolidated Financial Statements.

F-4

Presidio, Inc.

Consolidated Statements of Cash Flows

(in millions)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Cash flows from operating activities:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangible assets		38.3			18.3			26.4			67.2
Depreciation of property and equipment in operating expenses		7.6			4.1			3.8			8.8
Depreciation of property and equipment in cost of revenue		4.7			2.5			1.9			5.7
Provision for sales returns and credit losses		3.1			1.1			0.2			1.5
Amortization of debt issuance costs		4.4			2.4			2.7			7.6
Gain on interest rate swap agreement		(2.2	)		—			—			—
Loss on disposal of business		—			—			—			6.8
Loss on extinguishment of debt		2.7			7.5			0.5			9.2
Noncash lease income		(6.5	)		(5.9	)		(2.0	)		(5.0	)
Share-based compensation expense		5.5			20.1			1.0			2.2
Deferred income tax expense (benefit)		(11.7	)		3.5			(13.0	)		(19.6	)
Excess tax benefits on share-based compensation		(0.1	)		(7.5	)		—			—
Other		1.9			0.3			0.4			—
Change in assets and liabilities, net of acquisitions and dispositions:
Unbilled and accounts receivable		(47.7	)		(40.5	)		6.4			(37.6	)
Inventory		(0.8	)		8.7			(13.0	)		(4.5	)
Prepaid expenses and other assets		(16.9	)		(12.0	)		10.3			13.5
Accounts payable – trade		6.2			56.4			(13.9	)		21.7
Accrued expenses and other liabilities		32.3			20.6			10.8			11.5
Net cash provided by (used in) operating activities		53.3			74.5			(1.8	)		85.6
Cash flows from investing activities:
Acquisitions of businesses, net of cash and cash equivalents acquired		—			—			(645.8	)		(251.3	)
Proceeds from disposition of business		—			—			—			36.3
Additions of equipment under sales-type and direct financing leases		(70.8	)		(76.0	)		(33.6	)		(95.4	)
Proceeds from collection of financing receivables		6.9			14.0			5.8			6.5
Additions to equipment under operating leases		(2.7	)		(1.3	)		(0.2	)		(2.7	)
Proceeds from disposition of equipment under operating leases		1.5			0.6			0.3			1.0
Purchases of property and equipment		(9.3	)		(8.6	)		(5.4	)		(16.4	)
Net cash used in investing activities		(74.4	)		(71.3	)		(678.9	)		(322.0	)

F-5

Presidio, Inc.

Consolidated Statements of Cash Flows (Continued)

(in millions)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1,         2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Cash flows from financing activities:
Proceeds from the issuance of common stock		0.1			—			337.8			—
Repurchases of common stock		—			—			—			(0.1	)
Repayments of note payable to former shareholder		(3.0	)		—			—			—
Dividends		(258.7	)		—			—			—
Payments of future consideration on acquisitions		(4.3	)		(5.6	)		—			(10.3	)
Excess tax benefits on share-based compensation		0.1			7.5			—			—
Deferred financing costs		(0.4	)		—			(27.1	)		(1.2	)
Proceeds from the discounting of financing receivables		74.5			65.6			44.6			86.4
Retirements of discounted financing receivables		(6.8	)		(3.2	)		(4.3	)		(4.2	)
Net (repayments) borrowings on the Receivables Securitization Facility		(44.2	)		40.0			(40.0	)		5.0
Borrowings of senior and subordinated notes		—			—			400.0			—
Repayments of senior and subordinated notes		—			—			—			(65.8	)
Borrowings of term loans, net of original issue discount		646.9			—			582.0			306.6
Repayments of term loans		(403.7	)		(80.0	)		(574.8	)		(156.2	)
Net borrowings (repayments) on floor plan facility		20.5			(29.0	)		50.8			20.9
Net cash provided by (used in) financing activities		21.0			(4.7	)		769.0			181.1
Net increase (decrease) in cash and cash equivalents		(0.1	)		(1.5	)		88.3			(55.3	)
Cash and cash equivalents:
Beginning of the period		8.6			8.5			—			88.3
End of the period	$	8.5		$	7.0		$	88.3		$	33.0
Supplemental disclosures of cash flow information
Cash paid (received) during the period for:
Interest	$	27.5		$	24.7		$	26.1		$	74.0
Income taxes, net of refunds	$	26.1		$	14.6		$	(6.4	)	$	23.7
Reduction of discounted lease assets and liabilities	$	53.1		$	40.1		$	26.1		$	82.8

See Notes to the Consolidated Financial Statements.

F-6

Presidio, Inc.

Consolidated Statements of Stockholders’ Equity

(in millions, except share data)

	Preferred stock				Common stock					Additional paid-in capital			Accumulated earnings (deficit)			Total
Predecessor	Shares		Amount		Shares			Amount
Balance, June 30, 2013		—	$	—		561,493,999		$	5.6	$	276.3		$	34.9		$	316.8
Common stock issued for share-based awards		—		—		390,476			—		0.1			—			0.1
Net income		—		—		—			—		—			32.5			32.5
Dividends		—		—		—			—		(198.3	)		(60.4	)		(258.7	)
Excess tax benefits on share-based awards		—		—		—			—		0.1			—			0.1
Share-based compensation expense		—		—		—			—		5.7			—			5.7
Balance, June 30, 2014		—		—		561,884,475			5.6		83.9			7.0			96.5
Common stock issued for share-based awards		—		—		53,757			—		—			—			—
Net loss		—		—		—			—		—			(5.1	)		(5.1	)
Excess tax benefits on share-based awards		—		—		—			—		7.5			—			7.5
Share-based compensation expense		—		—		—			—		17.3			—			17.3
Balance, February 1, 2015		—	$	—		561,938,232		$	5.6	$	108.7		$	1.9		$	116.2
Successor
Balance, November 20, 2014		—	$	—		—		$	—	$	—		$	—		$	—
Common stock issued for cash		—		—		33,780,000			0.3		337.5			—			337.8
Common stock issued for acquisitions		—		—		1,465,974			0.1		21.2			—			21.3
Net loss		—		—		—			—		—			(24.3	)		(24.3	)
Share-based compensation expense		—		—		—			—		1.0			—			1.0
Balance, June 30, 2015		—		—		35,245,974			0.4		359.7			(24.3	)		335.8
Common stock issued for share-based awards		—		—		11,928			—		—			—			—
Common stock issued for acquisitions		—		—		708,516			—		12.4			—			12.4
Repurchase of common stock		—		—		(5,000	)		—		(0.1	)		—			(0.1	)
Net loss		—		—		—			—		—			(3.4	)		(3.4	)
Share-based compensation expense		—		—		—			—		2.2			—			2.2
Balance, June 30, 2016		—	$	—		35,961,418		$	0.4	$	374.2		$	(27.7	)	$	346.9

See Notes to the Consolidated Financial Statements.

F-7

Presidio, Inc.

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio, Inc., formerly named Aegis Holdings, Inc. (“Aegis”), is a Delaware corporation that was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo Global Management, LLC and its subsidiaries, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (the “Apollo Funds”) to complete the acquisition of Presidio Holdings Inc. (“Presidio Holdings”). Presidio Holdings is a holding company for its wholly owned subsidiary, Presidio LLC, and its operating subsidiaries, which are described below. Prior to its acquisition of Presidio Holdings on February 2, 2015 (the “Presidio Acquisition” as discussed in Note 2), Presidio, Inc. had no operations or activity other than acquisition related costs. Subsequent to the Presidio Acquisition, Presidio, Inc. became the holding company and derives all of its operating income and cash flows from Presidio Holdings and its subsidiaries. For periods as of or ended prior to February 2, 2015, references to the “Company,” “we” or “our” refer to Presidio Holdings and its subsidiaries and for periods as of or ended subsequent to February 2, 2015 these references refer to Presidio, Inc. and its subsidiaries.

Nature of Business

The Company, through its operating subsidiaries, is a leading provider of comprehensive information technology (“IT”) solutions in North America. The Company offers consulting, IT design and optimization and IT-as-a-service solutions to its customers. The Company’s revenue from solutions consists of the resale of hardware and related software and third-party maintenance agreements, which is reported as product revenue, and the sale of professional, cloud and managed services, which is reported as service revenue. The Company implements IT solutions for its customers on a national and international basis, although the Company’s principal markets are located in the continental United States. For the periods presented, the Company operated primarily through two indirect, wholly owned subsidiaries of Presidio LLC:

• Presidio Networked Solutions LLC (“PNS”), a leading provider of life-cycle based IT solutions and services. The PNS business includes the operations of Presidio Networked Solutions Group LLC (“PNSG”), Presidio Infrastructure Solutions LLC (“PIS”) and Presidio Technology Capital, LLC (“PTC”), an IT infrastructure leasing company.

• Atlantix Global Systems, LLC (“Atlantix”), a leading remarketer of used and new IT infrastructure systems, providing customers with a full IT life-cycle management process.

As discussed in Note 3, on October 22, 2015, the Company sold the Atlantix business to a third party.

Presidio Holdings is a direct, wholly owned subsidiary of the Company that is a guarantor of certain indebtedness and a borrower of other indebtedness as described in Note 11. The Company also has an indirect, wholly owned, non-operating subsidiary, Presidio Capital Funding LLC (“PCF”), which is utilized for the Receivables Securitization Facility described in Note 11.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

In conjunction with the Presidio Acquisition on February 2, 2015 by the Apollo Funds, the Company has applied the acquisition method of accounting, which created a new basis of accounting as of that date. The Company’s financial results with periods ending prior to February 2, 2015 have been termed the predecessor entity

F-8

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

(“Predecessor”), while the financial results with periods ending subsequent to February 2, 2015 have been termed the successor entity (“Successor”).

As a result of applying the acquisition method of accounting on February 2, 2015, the Predecessor and Successor entities have different bases of accounting and, as a result, these periods are not comparable to one another. The significant differences in the consolidated statements of operations and cash flows include depreciation and amortization of certain tangible and intangible assets recorded at fair value as of February 2, 2015, along with certain transaction expenses related to the Presidio Acquisition and interest expense associated with debt. The significant differences in the consolidated balance sheet include fair value adjustments to certain assets and liabilities made as of February 2, 2015, and adjustments to debt and equity associated with the post-acquisition capital structure.

In management’s opinion, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods shown have been made. With the exception of acquisition related accounting, all other adjustments are of a normal recurring nature.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Successor or Predecessor, as applicable, and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, asset residual values, vendor rebates and consideration, goodwill, identifiable intangibles, measurement of income tax assets and liabilities and provisions for doubtful accounts, credit losses, inventory obsolescence and other contingencies. Actual results could differ from management’s estimates.

Significant Accounting Policies

A summary of the Company’s significant accounting policies is as follows:

Revenue Recognition

Revenue is primarily comprised of the sale of third-party products, software and maintenance and the sale of Company and third-party services. Revenue is recognized when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement.

• Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery.

• The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.

F-9

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• Collectability is reasonably assured. The Company assesses collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

As a provider of third-party products, software, maintenance and services, the Company considers the principal versus agent accounting guidance to determine if the Company is the primary obligor in the arrangement and if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on the consideration of several factors and indicators.

To meet its customers’ needs, the Company will enter into arrangements that may consist of a combination of deliverables including third-party hardware, third-party software and third-party support service contracts along with services delivered by the Company and/or third-parties. These types of arrangements may contain multiple revenue-generating activities or elements where delivery or performance may occur at different times or over different periods of time as discussed in the policies below. For arrangements that contain multiple elements, the total consideration of the arrangement is allocated to the deliverables which qualify as separate units of accounting. Generally, each of the above items qualifies as separate units of accounting since they provide stand-alone value to the customer and the delivery or performance of any undelivered items is considered probable and substantially in our control. The allocation of the arrangement consideration to the separate units of accounting is based on the relative selling price of each deliverable. The relative selling price is determined based on an assessment of the cost plus a reasonable margin. The identification of the deliverables, the separate units of accounting, the estimated selling prices and the allocation of the arrangement require management estimates and judgment.

Product Revenue

Revenue for hardware and software – Revenue from the sale of hardware and software products is generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of vendor rebates. Revenue is recognized when the title and risk of loss are passed to the customer. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped via drop-shipment by the vendor or supplier, shipped from our warehouse or via electronic delivery for software licenses. The Company maintains an estimate for sales returns and credit losses based on historical experience. The Company’s vendor partners provide warranties to our customers on equipment sold.

Revenue for maintenance contracts – Revenue from the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by third-party providers and as a result, the Company concluded that it is acting as an agent and recognizes revenue on a net basis at the date of sale with revenue being equal to the gross margin on the transaction. As the Company is under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

Revenue from leasing arrangements – Revenue from information technology products leased to customers is based on the type of lease entered into with each customer. Each lease is classified as either a direct financing lease, sales-type lease or operating lease. If a lease meets one or more of the four criteria listed below and both the collectability of the minimum lease payments is reasonably predictable and there are no material uncertainties surrounding the amount of unreimbursable costs yet to be incurred, the lease is classified as either a sales-type or direct financing lease; otherwise, it is classified as an operating lease:

• the lease transfers ownership of the property to the lessee by the end of the lease term;

• the lease contains a bargain purchase option;

F-10

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• the lease is equal to 75% or more of the estimated economic life of the leased property; or

• the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property at the inception of the lease.

Interest earned on direct financing leases is recognized over the term of the lease using the effective interest method. Revenue on sales-type leases is recognized at the inception of the lease at the present value of the minimum lease payments using the discount rate implicit in the lease, with the earned interest being recognized over the term of the lease using the effective interest method. Minimum lease payments comprise the rental payments that the lessee is obligated to make, excluding contingent rentals and any guarantee by the lessee to pay executory costs. Revenue from operating leases is recognized ratably on a straight-line basis over the term of the lease agreement. Revenue from the sale of the residual asset at the end of a lease term is recognized at the date of sale.

The interest income from direct financing and sales-type leases and the revenue recognized from sales-type leases, operating leases and residual asset sales are presented as product revenue in the consolidated statements of operations.

For additional information on the accounting treatment of leases, see the Financing Receivables and Operating Leases policies described in this footnote below as well as Note 6.

Sales taxes – The Company records sales and use taxes collected from customers for remittance to governmental authorities on a net basis within the Company’s consolidated statements of operations.

Shipping and freight – Shipping and freight costs billed to customers are recognized within revenue with the related shipping and freight costs incurred by the Company recorded as a cost of revenue.

Service Revenue

Revenue for Services – Revenue from professional services and cloud services is recognized as the services are performed. For time and material service contracts revenue is recognized at the contractual hourly rates for the labor hours performed during the period. For fixed price service contracts revenue is recognized on a proportional performance basis. Milestone payments are recognized against the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Revenue for managed services is recognized on a straight-line basis over the term of the arrangement. The Company may incur upfront costs associated with professional and managed services, including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of less than three months at the date of purchase to be cash equivalents. The Company’s cash management program utilizes zero balance accounts and overnight money market investments. The Company does not have any compensating balance requirements.

Accounts Receivable

Accounts receivable are carried at the original invoice amount less a provision for credit losses. Management determines the provision for credit losses by reviewing all outstanding amounts to identify troubled accounts, using historical experience applied to the aging of accounts, and considering current economic conditions that

F-11

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

may affect a customer’s ability to pay. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

Billed accounts receivable are generally due within 30 days of the date of the invoice and typically do not bear interest. Any interest income received on accounts receivable is recorded as received or when collectability is reasonably assured.

Unbilled Accounts Receivable

Unbilled accounts receivable represent the revenue that has been earned but not yet billed to the customer as of the balance sheet date, less a provision for credit losses. Unbilled accounts receivable typically are comprised of receivables for hardware and software products delivered but not yet invoiced as a result of bill in full provisions, maintenance contract sales that are being billed over the contract term to customers, and revenue on professional service contracts in which revenue has been recognized in accordance with a proportional performance method but invoicing milestones have not yet been achieved. Management determines the provision for credit losses by reviewing unbilled amounts to identify troubled accounts, using historical experience and considering economic conditions that may affect a customer’s ability to pay. Unbilled receivables are written off when deemed uncollectible.

Inventory

Inventory primarily consists of finished goods valued at the lower of cost or market, with cost determined on the first-in, first-out method (“FIFO”). The Company decreases the value of inventory for a lower of cost or market provision equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation, with the exception that property and equipment acquired in an acquisition are recorded at estimated fair value on the date of the acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of three to seven years are used for equipment, software and furniture and fixtures and 20 years for buildings. Depreciation and amortization of leasehold improvements are computed using the shorter of the estimated useful life or the remaining lease term.

Depreciation of certain equipment, software and other property utilized directly in product revenue generation is recorded in cost of product revenue in the Company’s consolidated statements of operations. Similarly, depreciation expense associated with equipment and software directly utilized in support of cloud and managed services contracts is included in cost of service revenue within the Company’s consolidated statements of operations. All other depreciation and amortization are recorded in depreciation and amortization within operating expenses in the Company’s consolidated statements of operations.

Debt Issuance Costs

Debt issuance costs arising from the Company’s borrowings and credit agreements are amortized using the effective interest rate method over the term of the related debt financing (see Note 11). Debt issuance costs associated with non-revolving credit facilities are presented on a net basis along with the associated debt obligation in the consolidated balance sheets. Debt issuance costs associated with revolving credit facilities are presented net of accumulated amortization within other assets in the consolidated balance sheets.

F-12

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such asset(s) are considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset(s) exceeds their estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

Identifiable Intangible Assets, Net

Finite-lived intangible assets such as customer relationships assets, developed technology, trade names and non-competes are amortized over their estimated useful lives, generally on a straight-line basis. Finite-lived intangible assets are reviewed for impairment or obsolescence whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by that asset. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value.

Goodwill and Other Indefinite-lived Intangibles

The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and assessed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. In accordance with ASC Topic 805, Business Combinations, if, at the time of issuance of any consolidated financial statements, the Company has not yet finalized the acquisition method of accounting and calculation of goodwill, the corresponding consolidated financial statements are prepared using provisional amounts. Upon finalizing the acquisition method of accounting, the Company applies any adjustments to the provisional amounts in the period in which the adjustments are determined.

The Company assesses goodwill for impairment at least annually on March 31 of each year for each reporting unit. The impairment assessment considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In performing this qualitative assessment, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of each reporting unit. Factors that are considered include, but are not limited to, the following: (i) macroeconomic conditions; (ii) industry and market conditions; (iii) overall financial performance and expected financial performance; (iv) other entity specific events, such as changes in management or key personnel; and (v) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions.

If after assessing the qualitative factors the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a two-step impairment test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. The fair value of a reporting unit is determined by using a combination of a discounted cash flow approach and a market approach. The significant estimates and assumptions utilized in the fair value estimate include revenue and margin projections, working capital requirements, capital expenditures, terminal growth rates, discount rates and the selection of peer company multiples.

F-13

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Similar to goodwill, indefinite-lived intangible assets other than goodwill are assessed annually on March 31, or more frequently if indicated, for impairment. The impairment assessment first considers qualitative factors to determine whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired, including, but not limited to, the following: (i) the performance of the underlying business related to each trade name; (ii) the use of the trade names to market to customers and transact with vendors; and (iii) the expectation that the trade names will continue to be used going forward. If after assessing the qualitative factors the Company determines that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, then the Company will write down the value of the intangible asset to its fair value. The fair value of an indefinite-lived intangible asset is determined using the relief from royalty method. The significant estimates and assumptions utilized in the fair value estimates include revenue projections, the royalty rate and the weighted average cost of capital.

See Note 8 for additional information about the accounting for goodwill and indefinite-lived intangible assets, including the results of the Company’s impairment assessments.

Financing Receivables and Operating Leases

The Company is a lessor of IT equipment to customers. The Company’s lease transactions are classified at the inception of the lease as either direct financing leases, sales-type leases or operating leases. At the inception of direct financing and sales-type leases, the net investment in leases is recorded, which consists of the minimum lease payments, the initial direct costs applicable for direct financing leases, the unguaranteed residual value of the leased asset and the unearned interest income.

The Company generally assigns the customer lease payments to a financial institution along with a first priority security interest in the leased equipment (“discounting”). These assignments do not qualify for sale accounting in accordance with ASC 860, Transfers and Servicing, and as such are not derecognized from the consolidated balance sheets and instead reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheets and continue to be reported and accounted for as if the sale or assignment had not occurred. The majority of our assigned lease payments are on a nonrecourse basis with the financial institutions. At the time the lease is discounted, the Company receives a cash payment from the financial institution equal to the present value of the lease payments discounted at a fixed interest rate. A related liability is established equal to this cash payment received. The asset and liability are both decreased over the term of the lease as payments are received by the financial institution from the lessee. The typical term of our leases and the discounting arrangements is between two and five years.

Sales-type leases – At the inception of the lease, the present value of the non-cancelable rentals is recorded as product revenue. Equipment costs, less the present value of the estimated residual values, are recorded in cost of product revenue. The difference between the present value of the non-cancelable rentals and the minimum lease payments receivable and the difference between the present value of the estimated residual values and the future value of residuals are recorded as unearned income, which is amortized to product revenue over the lease term using the effective interest rate method.

Direct financing leases – At the inception of a lease, the difference between the cost of the equipment and the present value of the non-cancelable rentals is recorded as unearned income, which is amortized to product revenue over the lease term using an effective interest rate method.

Residual values – Residual values represent management’s estimates of the fair market or realizable values of equipment under leases at the maturity of the leases. Management reviews the residual values and they are

F-14

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

reduced as necessary to reflect any decrease in the estimated fair market or realizable values. Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. The resulting reduction in the net investment in leases is recognized as a loss in the period in which the estimate is changed. No upward revision of residual value is made subsequent to the inception of the lease.

Operating leases – At the inception of a lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in the Company’s consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Monthly payments from customers are recorded as part of product revenue, with the depreciation expense associated with the equipment recorded in cost of product revenue within the Company’s consolidated statements of operations.

Provision for Sales Returns and Credit Losses

A provision for sales returns is maintained for potential future product returns. A corresponding provision is maintained for those product returns that the Company is able to return to our vendors or original equipment manufacturers. These provisions are based on an evaluation of historical trends in product return rates and are presented net as a reduction in accounts receivable and product revenue.

Provision for credit losses is maintained for potentially uncollectible accounts and unbilled and financing receivables. The provisions are increased for potential credit losses, which increases expenses, and decreased by subsequent recoveries. The provisions for credit losses are decreased by write-offs and reductions to the provision for potential credit losses. Accounts are either written off or written down when the loss is both probable and determinable. Management’s determination of the adequacy of the provision for credit losses for accounts receivable, unbilled receivables and financing receivables is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions and other relevant factors.

Income Taxes

Deferred taxes are calculated using the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities in the Company’s consolidated balance sheets and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are presented based on the tax rates currently in effect and adjusted for changes in tax laws and rates on the date of enactment. In accordance with the Company’s prospective adoption of ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, during the year ended June 30, 2016, deferred tax assets and liabilities are classified as noncurrent and presented net in the consolidated balance sheet as of June 30, 2016.

The Company evaluates its tax positions under a more-likely-than-not recognition threshold and measurement analysis before they can be recognized for financial statement reporting. Uncertain tax positions have been classified as current or non-current income tax liabilities based on the expectation of whether they will be paid in the next fiscal year. The Company recognizes interest and penalties related to income tax exposures as a component of income tax expense (benefit) in the Company’s consolidated statements of operations.

F-15

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Share-based Compensation

The Company measures and recognizes share-based compensation expense for all share-based awards made to employees and directors using fair value based methods over the requisite service period adjusted for estimated forfeiture rates based on historical experience. The cost of equity-classified awards is based on the grant-date fair value calculated using a Black-Scholes or Monte Carlo valuation model, depending on the nature and classification of the award. The cost of liability-classified awards was based on the intrinsic value of the awards at each reporting date. All liability-classified awards were settled in conjunction with the Presidio Acquisition discussed in Note 2.

Share-based compensation expense for awards with a service-only condition is recognized over the employee’s requisite service period using a graded vesting method. For awards with a performance condition that affects vesting, the performance condition is not considered in determining the award’s grant-date fair value; however, the conditions are considered when estimating the quantity of awards that is expected to vest. No compensation expense is recorded for awards with performance conditions until the performance condition is determined to be probable of achievement. For awards with a market condition that affects vesting, the market condition is considered in determining the award’s grant-date fair value. Compensation expense for awards with a market condition is recognized straight-line over the derived or implied service period. For awards with both performance and market conditions, the market condition is incorporated into the fair value of the award, while the performance condition impacts the timing of expense recognition.

In the case of modifications of awards, additional share-based compensation expense is based on the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.

Share-based compensation expense is classified as selling expenses or general and administrative expenses consistent with other compensation expense associated with the award recipient.

The Company uses the simplified method in estimating the expected life of its service-only condition awards because the Company does not have sufficient historical exercise data to provide a reasonable basis to estimate future exercise patterns.

Other Comprehensive Income (Loss)

The Company did not have any components of other comprehensive income (loss) for any of the periods presented.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock outstanding includes the dilutive effect of vested and unvested in-the-money service-only condition stock options. Stock options with performance conditions are not included in the dilutive potential shares of common stock outstanding until the performance condition is met. The dilutive effect of such equity-classified awards is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized and the amount of excess tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are collectively assumed to be used to repurchase shares.

F-16

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Partner Incentive Program Consideration

The Company receives payments and credits from vendors for various programs, including rebates, volume incentive programs and shared marketing expense programs. Each program varies in length and has varying conditions or achievement targets that determine the amount of consideration the Company is eligible for. The Company estimates and recognizes the amount of partner incentive program consideration earned when it is probable and reasonably estimable using the information available or historical data. Such partner incentive program consideration is recognized as a reduction of cost of revenue with respect to rebates, volume incentive programs and similar programs or as a reduction to operating expenses with respect to shared marketing expense programs.

Business Combinations

The Company accounts for business combinations and acquisitions using the acquisition method. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names, developed technology and contractual rights and the liabilities assumed include contractual commitments and contingencies.

Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill in connection with a business combination. The results of operations for an acquired entity are included in the consolidated financial statements from the date of acquisition.

Fair Value Measurements

Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also provides a fair value hierarchy for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3: Unobservable inputs for the asset or liability.

For those financial instruments with no quoted market prices available, fair value is estimated using present value calculations or other valuation methods, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

The Company did not elect the fair value measurement option for any of its financial assets or liabilities.

Derivative Instruments

The Company may periodically use interest rate swap and cap agreements to reduce the impact of interest rate changes on its long-term debt.

All derivative instruments that are not clearly and closely related to the economic characteristics and risks of the host contract are recognized in the Company’s consolidated balance sheets at their fair value and have been

F-17

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

appropriately classified as current or non-current assets and liabilities. The Company did not elect hedge accounting for its derivative instruments, and as a result, changes in the fair value were recorded within the Company’s consolidated statements of operations within general and administrative expenses along with the periodic settlements on the variable rate asset or liability.

Reportable Segments

Segment information is presented in accordance with a “management approach.” The “management approach” is based on the way that the Company’s chief operating decision-maker reviews operating segment information for use in making decisions, allocating resources and assessing performance. An operating segment is a component of the Company (i) that engages in business activities from which it may earn revenue and incur expense, (ii) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and (iii) for which discrete financial information is available.

Recent Accounting Pronouncements Not Yet Adopted

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments, to address diversity in practice regarding the presentation of eight specific cash flow situations. These situations include, but are not limited to, debt prepayment and debt extinguishment costs and contingent consideration payments made after a business combination. The standard has an effective date for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope Improvements and Practical Expedients, which provides additional guidance around certain areas of the new revenue recognition standard (ASU 2014-09). These areas include, but are not limited to, assessing the collectability criterion, presentation of sales taxes and accounting for noncash consideration. The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which enhances the guidance around identifying performance obligations in customer contracts of the new revenue recognition standard (ASU 2014-09). The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which provides areas for simplification in the accounting for share-based payment transactions. Areas included for simplification include, but are not limited to, accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory withholding. The standard has an effective date for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance

F-18

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

on principal versus agent considerations of the new revenue standard (ASU 2014-09). The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which changes the accounting for leases in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The standard has an effective date for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which restricts the valuation of inventory to the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The standard has an effective date for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the standard but it is not expected that this standard will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Going Concern, which sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period and provides principles for considering the mitigating effects of management’s plans. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods beginning after December 15, 2016, with early adoption permitted. The Company’s adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single, comprehensive model for accounting for revenue from contracts with customers, to be applied retrospectively. The standard had an effective date for fiscal years beginning after December 15, 2016, and interim periods within that fiscal year. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), which delayed implementation of this standard for one year with the effective date for fiscal years beginning after December 15, 2017 and interim periods within that fiscal year. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

Note 2. Acquisitions

Netech Corporation

On February 1, 2016, pursuant to an asset purchase agreement dated as of December 31, 2015, a wholly owned subsidiary of the Company acquired certain assets and assumed certain liabilities of the Netech Corporation (“Netech Acquisition”) comprising the Netech business (“Netech”). Total consideration was $250.5 million, which included $240.1 million paid in cash, of which $0.6 million is due back to the Company from escrow as of June 30, 2016, associated with the final post-closing net working capital as of the closing date, and $11.0 million paid in 628,571 shares of the Company’s common stock. In the absence of a public trading market for our common stock at the time of the acquisition, the value of the common stock provided as consideration was determined contemporaneously using a combination of the market approach valuation method of comparable companies and an income approach valuation method based on discounted cash flows. The Netech Acquisition

F-19

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

enables the Company to further broaden its portfolio of services and solutions and significantly expand its capabilities within the midwestern United States.

The Netech Acquisition was funded through the combination of a new $150.0 million senior credit facility, an incremental $25.0 million term loan borrowing under the Company’s existing senior credit facility, a borrowing under the Company’s accounts receivable securitization facility and available cash on hand. Refer to Note 11 for a further discussion of the credit facility borrowings.

In accordance with the acquisition method, the acquired assets and assumed liabilities of the Netech business have been recognized at fair value as of February 1, 2016. The fair values assigned to the assets and liabilities were derived using a combination of the income approach, the market approach and the cost approach. The significant estimates that were used in calculating the fair values include useful lives, estimated selling prices, disposal costs, costs to complete and reasonable profit. The fair values assigned to intangible assets were determined through the use of the relief from royalty method and the excess earnings method. The goodwill recognized from the transaction is primarily associated with Netech’s specialized and technical workforce, its positioning in the marketplace, potential synergies and the Company’s belief in its potential for continued growth. The Netech Acquisition was a taxable transaction, and as a result, the goodwill and acquired intangible assets are deductible for income tax purposes.

The following table summarizes the purchase price allocation for the Netech Acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	240.1
Receivable due from escrow		(0.6	)
Fair value of equity consideration		11.0
Total consideration	$	250.5
Allocation of purchase price:
Fair value of assets acquired
Accounts receivable	$	70.2
Unbilled accounts receivable		7.5
Inventory		9.0
Prepaid expenses and other current assets		5.0
Property and equipment		2.3
Goodwill		108.2
Identifiable intangibles assets		107.0
Other assets		2.4
Fair value of liabilities assumed
Accounts payable – trade		(2.3	)
Accounts payable – floor plan		(40.5	)
Accrued expenses and other current liabilities		(18.3	)
Total net assets acquired	$	250.5

Gross contractual receivables acquired were $70.4 million of accounts receivable and $7.5 million of unbilled receivables.

The Company incurred $4.5 million of acquisition related costs during the year ended June 30, 2016 associated with the Netech Acquisition, which are presented as part of transaction costs in the consolidated statements of operations.

F-20

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Sequoia Worldwide LLC

On November 23, 2015, the Company acquired certain assets and assumed certain liabilities of Sequoia Worldwide LLC (“Sequoia”) for total consideration of approximately $12.6 million, which included $11.2 million paid in cash and $1.4 million paid in 79,945 shares of the Company’s common stock. In the absence of a public trading market for our common stock at the time of acquisition, the value of the common stock provided as consideration was determined contemporaneously using a market approach valuation method of comparable companies. The acquisition of Sequoia, a firm with deep cloud consulting and integration domain expertise, allows the Company to provide hybrid cloud strategies and service delivery models for our clients.

The fair values assigned to intangible assets were determined through the use of the relief from royalty method and the excess earnings method. The goodwill recognized from the transaction is primarily associated with Sequoia’s specialized and technical workforce. The acquisition of Sequoia was a taxable transaction and as a result, the goodwill and acquired intangible assets are deductible for income tax purposes. Transaction costs associated with the acquisition were immaterial.

The following table summarizes the purchase price allocation for the Sequoia acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	11.2
Fair value of equity consideration		1.4
Total consideration	$	12.6
Allocation of purchase price:
Assets assumed	$	0.1
Purchased identifiable intangible assets		1.0
Goodwill		11.5
Total net assets acquired	$	12.6

Presidio Holdings Inc.

As previously discussed, on February 2, 2015, Presidio, Inc. acquired Presidio Holdings. The acquisition was pursuant to an agreement and plan of merger dated as of November 26, 2014, by and between Presidio Holdings, Presidio, Inc., Aegis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Aegis Holdings, Inc. (“Merger Sub”), and AS Presidio Holdings, LLC, a Delaware limited liability company, solely as Securityholder Representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, Merger Sub merged with and into Presidio Holdings, with Presidio Holdings surviving as a wholly owned subsidiary of Presidio, Inc.

As part of the Presidio Acquisition, Presidio, Inc. entered into rollover agreements related to Presidio Holdings common stock and outstanding stock options in Presidio Holdings that were held by certain members of management of Presidio Holdings (the “Rollover”). Pursuant to these rollover agreements, 15,564,968 shares of the common stock of Presidio Holdings were exchanged for 1,465,974 shares of common stock of Presidio, Inc. and 9,400,028 options to acquire common stock of Presidio Holdings were exchanged for 885,344 options to acquire common stock of Presidio, Inc. The shares and options that were exchanged had an aggregate fair value of approximately $14.7 million and $6.5 million, respectively. The fair value of the shares and options exchanged was based on the value per share as determined by the total consideration provided to equity holders as part of the Presidio Acquisition.

F-21

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The cash consideration paid in the Presidio Acquisition was $652.5 million, exclusive of cash acquired, cash paid for the repayment of Presidio LLC’s existing term loan and revolving credit facility and the repayment of the accounts receivable securitization facility. Additionally, Presidio Holdings’ former shareholders were eligible to receive an additional $7.5 million of merger consideration (the “hold-back amount”), subject to certain adjustments for indemnification obligations under the Merger Agreement, and an estimated $3.4 million of income tax refunds, as determined in conjunction with the Merger Agreement. The $7.5 million hold-back was payable one year after the closing of the Presidio Acquisition and the estimated income tax refunds are payable as received by the Company. These amounts were recognized at fair value as an acquisition-related liability in the consolidated balance sheet. The fair values of the hold-back and tax refunds were based on the present value of expected future payments as of the acquisition date. During the year ended June 30, 2016, the Company paid $10.3 million associated with the hold-back and income tax refunds. As of June 30, 2016, the Company has a $0.3 million acquisition-related liability recorded in the consolidated balance sheet associated with income tax refunds not yet received. The difference between the amounts initial estimated as due to the former shareholders for income tax refunds and the amounts actually paid or accrued as of June 30, 2016 was recorded as a measurement period adjustment to goodwill during the year ended June 30, 2016.

As further described in Note 11, on February 2, 2015, concurrent with the closing of the Presidio Acquisition, the Company also entered into the following financing transactions:

• Presidio LLC, as borrower, obtained a new $650.0 million credit facility, which includes (1) a five-year $50.0 million senior secured revolving credit facility that remained undrawn at the closing of the Presidio Acquisition and (2) a seven-year $600.0 million senior secured term loan credit facility. The credit facilities are guaranteed by, and secured by the assets of, Presidio LLC and its subsidiaries, subject to certain exceptions. Presidio LLC’s wholly owned subsidiary, PNS, is a co-borrower of the Senior Facilities.

• The existing term loan and revolver facilities were repaid and the commitments thereunder were terminated as of the closing of the Presidio Acquisition.

• The existing $150.0 million accounts receivable securitization facility was upsized to a three-year $200.0 million facility. Additionally, concurrent with the closing of the Presidio Acquisition, $40.0 million was repaid on the accounts receivable securitization facility.

• Merger Sub, which was merged into Presidio Holdings in the Presidio Acquisition, issued $400.0 million aggregate principal amount of notes, which included $250.0 million in aggregate principal amount of 10.25% senior notes due 2023 and $150.0 million in aggregate principal amount of 10.25% senior subordinated notes due 2023. Concurrent with the closing of the Presidio Acquisition, Presidio Holdings assumed all of the obligations of Merger Sub under the senior notes, the senior subordinated notes and the related indentures by operation of law.

As a result of the Presidio Acquisition, the assets and liabilities of Presidio Holdings have been recognized at fair value as of February 2, 2015; this primarily impacted non-current assets and liabilities. The fair values assigned to tangible assets and liabilities were derived using a combination of the income approach, the market approach and the cost approach. The significant estimates that were used in calculating the fair value of the tangible assets and liabilities include replacement cost, useful lives, estimated selling prices, disposal costs, costs to complete and reasonable profit. The fair value assigned to intangible assets was determined through the use of the relief from royalty method, the excess earnings method and the replacement cost method. The goodwill recognized from this transaction is primarily associated with the Presidio Holdings’ specialized and technical workforce, its positioning in the marketplace and the belief in its potential for continued growth.

F-22

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The Presidio Acquisition was a non-taxable transaction and as a result, the goodwill, acquired intangible assets and other fair value adjustments are nondeductible for income tax purposes. Accordingly, deferred tax assets and liabilities have been established for the fair value adjustments with the exception of goodwill, for which a deferred tax liability is prohibited from recognition.

For the period ended June 30, 2015 and the period ended February 1, 2015, the Company incurred $18.5 million and $42.1 million of acquisition-related costs, respectively. These costs were associated with the Presidio Acquisition and are presented as part of transaction costs in the consolidated statements of operations.

The following table summarizes the purchase price allocation for the Presidio Acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	652.5
Fair value of management equity rolled forward		21.2
Fair value of consideration to be paid in the future		10.8
Total consideration	$	684.5
Allocation of purchase price:
Fair value of assets acquired
Cash and cash equivalents	$	7.0
Accounts receivable		439.7
Unbilled accounts receivable		105.7
Financing receivables		162.5
Inventory		29.2
Deferred income tax assets		10.2
Prepaid expenses and other current assets		75.0
Property and equipment		28.2
Equipment under operating leases		4.5
Goodwill		662.2
Identifiable intangibles assets		837.5
Other assets		15.8
Fair value of liabilities assumed
Accounts payable – trade		(375.1	)
Accounts payable – floor plan		(111.1	)
Accrued expenses and other current liabilities		(115.0	)
Discounted financing receivables		(140.3	)
Long-term indebtedness		(588.4	)
Deferred income tax liabilities		(329.7	)
Other liabilities		(33.4	)
Total net assets acquired	$	684.5

Gross contractual receivables acquired were $446.2 million of accounts receivable, $105.7 million of unbilled receivables, $33.8 million of other receivables and $163.2 million of financing receivables.

The above purchase price allocation table is exclusive of $0.7 million in immaterial measurement period adjustments recorded during the year ended June 30, 2016. In accordance with the Company’s adoption of ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments,

F-23

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

the $0.7 million of measurement period adjustments were recorded in the reporting period they were determined. There was no effect to the Company’s consolidated statement of operations for the year ended June 30, 2016 or the period ended June 30, 2015 as a result of the measurement period adjustments.

The following table provides unaudited supplemental pro forma results of operations for the years ended June 30, 2015 and 2014 (in millions):

	Year ended June 30,
(unaudited)	2014			2015
Total revenue	$	2,263.5		$	2,379.4
Net income (loss)	$	(81.3	)	$	12.6

These results have been derived from our historical consolidated financial statements and have been prepared to give effect to the Presidio Acquisition, assuming that the Presidio Acquisition occurred on July 1, 2013. The unaudited pro forma information presented is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Presidio Acquisition been consummated at the beginning of the respective period, nor is it necessarily indicative of future operating results.

The 2015 supplemental pro forma net income (loss) was adjusted to exclude $62.2 million ($41.6 million, net of pro forma income tax impact) of acquisition-related costs and $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses and adjusted to include an additional $40.8 million ($24.9 million, net of pro forma income tax impact) of recurring expenses associated with reflecting the Presidio Acquisition as occurring on July 1, 2013.

The 2014 supplemental pro forma net income (loss) was adjusted to include $62.2 million ($41.6 million, net of pro forma income tax impact) of acquisition-related costs, $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses and $77.1 million ($46.9 million, net of pro forma income tax impact) of recurring expenses associated with reflecting the Presidio Acquisition as occurring on July 1, 2013.

The $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses consists primarily of $8.2 million related to loss on extinguishment of debt, $18.5 million related to share-based compensation expense, $3.1 million of expenses related to revaluation of existing inventory and $11.7 million related to one-time interest expenses related to the acquisition of Presidio Holdings. The adjustments related to recurring expenses primarily relate to increased interest expense associated with pro forma debt and increased amortization expense associated with acquired intangible assets. The pro forma results do not include any anticipated synergies or other anticipated benefits of the Presidio Acquisition.

Other Acquisitions

On March 13, 2015, the Company acquired certain assets and certain liabilities of an immaterial business for $0.4 million. The acquisition resulted in a $0.3 million increase in goodwill.

Note 3. Disposition of Business

On October 22, 2015, the Company completed the sale of the Atlantix business to a third party for $36.3 million in net proceeds resulting in a $6.8 million loss on the disposal presented within interest and other (income) expense in the consolidated statement of operations. Based on qualitative and quantitative considerations,

F-24

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Atlantix was not considered to be a discontinued operation for financial reporting purposes. The carrying amounts of the assets and liabilities included as part of the disposal were as follows (in millions):

Carrying amount of assets disposed
Accounts receivable, net	$	13.4
Inventory		7.4
Prepaid expenses and other current assets		1.1
Property and equipment		7.0
Equipment under operating leases, net		0.3
Identifiable intangible assets, net		26.4
Carrying amount of liabilities disposed
Accounts payable – trade		(3.2	)
Accrued expenses and other current liabilities		(9.3	)
Net assets disposed	$	43.1

Note 4. Accounts and Unbilled Receivables

Accounts receivable consisted of the following (in millions):

	June 30, 2015			June 30, 2016
Gross accounts receivable	$	443.5		$	505.6
Provision for sales returns and credit losses		(3.8	)		(2.6	)
Total accounts receivable, net	$	439.7		$	503.0

Unbilled receivables consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Gross unbilled receivables	$	99.1	$	136.9
Provision for sales returns and credit losses		—		(1.2	)
Total unbilled receivables, net	$	99.1	$	135.7

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Partner incentive program receivable	$	29.1	$	27.3
Prepaid income taxes		11.1		10.4
Deferred product costs		5.2		5.3
Other prepaid expenses and other current assets		27.4		25.2
Total prepaid expenses and other current assets	$	72.8	$	68.2

F-25

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 6. Financing Receivables and Operating Leases

The Company records the lease receivables related to discounted sales-type or direct financing leases as financing receivables, and the related liability resulting from discounting customer payment streams as discounted financing receivables, in the Company’s consolidated balance sheets. Discounted customer payment streams are typically collateralized by a security interest in the underlying assets being leased. At June 30, 2016 and 2015, the interest rates on discounted leases ranged from 2.0% to 9.8% and 1.9% to 10.8%, respectively.

Financing receivables – The assets and related liabilities for discounted and not discounted sales-type and direct financing leases to financial institutions were as follows (in millions):

June 30, 2015	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	162.7		$	7.3		$	170.0
Estimated net residual values		—			8.1			8.1
Unearned income		(7.9	)		(1.2	)		(9.1	)
Provision for credit losses		—			(0.9	)		(0.9	)
Total, net	$	154.8		$	13.3		$	168.1
Reported as:
Current	$	64.6		$	4.5		$	69.1
Long-term		90.2			8.8			99.0
Total, net	$	154.8		$	13.3		$	168.1
Discounted financing receivables:
Nonrecourse	$	153.3		$	—		$	153.3
Recourse		0.7			—			0.7
Total	$	154.0		$	—		$	154.0
Reported as:
Current	$	64.4		$	—		$	64.4
Long-term		89.6			—			89.6
Total	$	154.0		$	—		$	154.0
June 30, 2016
Minimum lease payments	$	168.5		$	18.4		$	186.9
Estimated net residual values		—			7.9			7.9
Unearned income		(7.4	)		(1.6	)		(9.0	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	161.1		$	24.0		$	185.1
Reported as:
Current	$	74.4		$	8.7		$	83.1
Long-term		86.7			15.3			102.0
Total, net	$	161.1		$	24.0		$	185.1
Discounted financing receivables:
Nonrecourse	$	159.2		$	—		$	159.2
Recourse		1.0			—			1.0
Total	$	160.2		$	—		$	160.2

F-26

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

June 30, 2016	Discounted to financial institutions		Not discounted to financial institutions		Total
Reported as:
Current	$	73.9	$	—	$	73.9
Long-term		86.3		—		86.3
Total	$	160.2	$	—	$	160.2

The discounted financing receivables associated with sales-type and direct financing type leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with operating leases, which is discussed below.

Minimum lease payments for discounted and non-discounted sales-type and direct financing leases to be received from or paid to financial institutions were as follows (in millions):

Years ending June 30,
2017	$	84.8
2018		55.6
2019		30.4
2020		11.2
2021		4.9
2022 and thereafter		—
Total	$	186.9

Operating leases – Equipment under operating leases and accumulated depreciation was as follows (in millions):

	June 30, 2015			June 30, 2016
Equipment under operating leases	$	4.5		$	5.6
Accumulated depreciation		(1.0	)		(2.7	)
Total equipment under operating leases, net	$	3.5		$	2.9

Depreciation and amortization expense associated with equipment under operating leases that is included in cost of product revenue within the Company’s consolidated statements of operations was $2.5 million for the year ended June 30, 2016, $1.2 million for the period ended June 30, 2015, $2.0 million for the period ended February 1, 2015, and $4.3 million for the year ended June 30, 2014.

Liabilities for discounted operating leases to financial institutions was follows (in millions):

	June 30, 2015		June 30, 2016
Discounted operating leases:
Current	$	1.5	$	1.4
Noncurrent		1.5		0.8
Total	$	3.0	$	2.2

F-27

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The discounted financing receivables associated with operating leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with sales-type and direct financing type leases which are discussed above.

The minimum lease payments related to operating leases discounted or non-discounted to be paid to financial institutions were as follows (in millions):

Years ending June 30,
2017	$	1.4
2018		0.6
2019		0.2
2020		—
2021		—
2022 and thereafter		—
Total	$	2.2

Note 7. Property and Equipment

Property and equipment and accumulated depreciation and amortization was as follows (in millions):

	Estimated useful lives		June 30, 2015			June 30, 2016
Furniture and fixtures		3 to 7 years	$	3.3		$	4.7
Equipment		3 to 7 years		12.9			18.1
Software		3 years		9.4			14.4
Leasehold improvements		Life of lease		3.1			11.2
Building		20 years		4.1			—
Land		—		1.2			—
Total property and equipment				34.0			48.4
Accumulated depreciation and amortization				(4.5	)		(15.5	)
Total property and equipment, net			$	29.5		$	32.9

Depreciation and amortization associated with property and equipment that is included in depreciation and amortization within the Company’s consolidated statement of operations was $8.8 million for the year ended June 30, 2016, $3.8 million for the period ended June 30, 2015, $4.1 million for the period ended February 1, 2015 and $7.6 million for the year ended June 30, 2014.

Depreciation and amortization expense associated with property and equipment directly utilized in support of managed services and managed cloud contracts that is included in cost of service revenue within the Company’s consolidated statement of operations was $3.2 million for the year ended June 30, 2016, $0.7 million for the period ended June 30, 2015, $0.5 million for the period ended February 1, 2015, and $0.4 million for the year ended June 30, 2014.

As noted in Note 2, we acquired property and equipment with a fair value of $2.3 million as of February 1, 2016 pursuant to the Netech Acquisition.

F-28

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The land and building assets were disposed as part of the disposal of the Atlantix business discussed in Note 3.

Note 8. Goodwill and Identifiable Intangible Assets

Goodwill

Goodwill consisted of the following (in millions):

	PNS					Atlantix
Predecessor	Gross carrying value			Accumulated impairment charges		Gross carrying value		Accumulated impairment charges		Total, net
Balance, June 30, 2013	$	544.2		$	—	$	12.7	$	—	$	556.9
Acquisitions		—			—		—		—		—
Impairment charges		—			—		—		—		—
Balance, June 30, 2014		544.2			—		12.7		—		556.9
Acquisitions		—			—		—		—		—
Impairment charges		—			—		—		—		—
Balance, February 1, 2015	$	544.2		$	—	$	12.7	$	—	$	556.9
Successor
Balance, November 20, 2014	$	—		$	—	$	—	$	—	$	—
Acquisitions		662.5			—		—		—		662.5
Impairment charges		—			—		—		—		—
Balance, June 30, 2015		662.5			—		—		—		662.5
Acquisitions		119.7			—		—		—		119.7
Measurement period adjustments		(0.7	)		—		—		—		(0.7	)
Impairment charges		—			—		—		—		—
Balance, June 30, 2016	$	781.5		$	—	$	—	$	—	$	781.5

As of June 30, 2015, the $662.5 million of goodwill was comprised of $662.2 million associated with the Presidio Acquisition and $0.3 million associated with an immaterial acquisition. For the year ended June 30, 2016, goodwill increased by $119.7 million in connection with new acquisitions, of which $108.2 million was associated with the Netech Acquisition and $11.5 million was associated with the Sequoia acquisition. Additionally, during the year ended June 30, 2016, goodwill decreased by $0.7 million associated with measurement period adjustments to the Presidio Acquisition.

The Company performed an assessment as of March 31, 2016 and 2015 to determine whether it was more likely than not that the fair value of the Company’s reporting units was less than their carrying amounts. Based on the results of these assessments, the Company determined that it was not more likely than not that the fair value of the reporting units was less than their carrying amounts. As a result, the Company concluded that no impairment of its goodwill existed at either date. The Company did not identify or record any impairment losses related to its goodwill during any of the periods presented.

F-29

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Identifiable Intangible Assets

Identifiable intangible assets consisted of the following (in millions):

June 30, 2015	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		10	$	623.0	$	(25.9	)	$	597.1
Developed technology		5		2.9		(0.2	)		2.7
Non-compete agreements		1		0.6		(0.3	)		0.3
Indefinite-lived intangible assets:
Trade names		Indefinite		211.0		—			211.0
Total intangible assets			$	837.5	$	(26.4	)	$	811.1
June 30, 2016
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(89.4	)	$	613.8
Developed technology		5		3.6		(0.9	)		2.7
Non-compete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(1.1	)		4.0
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(92.0	)	$	825.5

Amortization associated with intangible assets was $67.2 million for the year ended June 30, 2016, $26.4 million for the period ended June 30, 2015, $18.3 million for the period ended February 1, 2015 and $38.3 million for the year ended June 30, 2014. The weighted-average remaining useful life of the finite-lived intangible assets was 8.7 years as of June 30, 2016.

In conjunction with the acquisitions discussed in Note 2, the Company recorded $102.2 million of gross customer relationships, $5.1 million of trade names and $0.7 million of developed technology intangible assets. As part of the disposal of Atlantix discussed in Note 3, the Company disposed of $6.0 million of trade names and $22.0 million of customer relationships on a gross basis.

The Company performed an assessment as of March 31, 2016 and 2015 on each of the indefinite-lived trade names to determine whether it was more likely than not that the fair value of the trade names was less than their carrying amounts. Based on the results of these assessments, the Company determined that it was not more likely than not that the fair value of its trade names was less than their carrying amount. As a result, the Company concluded that no impairment of its trade names existed at either date. The Company did not identify or record any impairment losses related to its trade names during any of the periods presented.

F-30

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Based on the finite-lived intangible assets recorded at June 30, 2016, the annual amortization expense is expected to be as follows (in millions):

Years ending June 30,
2017	$	73.6
2018		72.5
2019		71.1
2020		70.8
2021		70.4
2022 and thereafter		262.1
Total	$	620.5

Note 9. Accounts Payable – Floor Plan

The accounts payable – floor plan balances on the consolidated balance sheets relate to an agreement with a financial institution that provides an indirect wholly owned subsidiary of the Company with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are non-interest bearing provided they are paid when due. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are guaranteed by Presidio, LLC and subsidiaries. As of June 30, 2016, the aggregate availability for purchases under the floor plan is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable – floor plan facility were $223.3 million and $161.9 million as of June 30, 2016 and 2015, respectively.

Note 10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Accrued compensation	$	52.3	$	66.1
Accrued interest		20.6		21.4
Accrued equipment purchases/vendor expenses		29.7		27.5
Accrued income taxes		0.3		—
Accrued non-income taxes		15.3		12.2
Customer deposits, current portion		10.1		8.8
Acquisition-related liabilities		10.9		0.3
Unearned revenue		23.6		30.8
Total accrued expenses and other current liabilities	$	162.8	$	167.1

The reduction in acquisition-related liabilities is associated with the Company’s payment of a hold-back and certain tax refunds which were due to Presidio Holdings’ former shareholders in accordance with the Presidio Acquisition.

F-31

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 11. Long-term Debt and Credit Agreements

Long-term debt consisted of the following (in millions):

	June 30, 2015			June 30, 2016
Revolving credit facility	$	—		$	—
Receivable securitization facility		—			5.0
Term loan facility, due February 2022		573.6			732.3
Senior notes, 10.25% due February 2023		250.0			222.5
Senior subordinated notes, 10.25% due February 2023		150.0			111.8
Total long-term debt		973.6			1,071.6
Unamortized debt issuance costs		(39.9	)		(33.6	)
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0
Reported as:
Current	$	5.8		$	7.4
Long-term		927.9			1,030.6
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0

February 2016 Credit Facility

On February 1, 2016, as part of the Netech Acquisition discussed in Note 2, Presidio LLC, PNS and PIS, three wholly owned subsidiaries of the Company, entered into a senior secured credit facility (the “February 2016 Credit Facility”) which provided a $150.0 million term loan (“February 2016 Term Loan”) with a three year maturity.

The February 2016 Term Loan had a maturity date of February 2, 2019, with interest accruing at a rate of 7.00% per annum from February 2, 2016 to January 31, 2017, 10.00% per annum from February 1, 2017 to January 31, 2018 and 12.00% per annum from February 1, 2018 to January 31, 2019. Interest payments were payable quarterly and there were no mandatory principal payments prior to maturity. The February 2016 Term Loan could be prepaid at any time without penalty. The facility was issued at 95.0% of par, resulting in the recording of $7.5 million of original issuance discount. The Company incurred approximately $0.9 million of deferred financing fees associated with issuing the debt.

On March 31, 2016, the Company prepaid $15.0 million of the February 2016 Term Loan and, accordingly, recorded a $0.8 million loss on extinguishment of debt in the consolidated statement of operations associated with a write off of unamortized debt issuance costs.

On April 25, 2016, the Company prepaid an additional $20.0 million of the February 2016 Term Loan and, accordingly, recorded a $1.0 million loss on extinguishment of debt in the consolidated statement of operations.

On May 27, 2016, the Company entered into the May 2016 Amendment to the February 2015 Credit Facility, as described below. The proceeds of the incremental borrowing under the May 2016 Amendment were used to, among other things, repay the remaining $115.0 million outstanding on the February 2016 Term Loan, resulting in the termination of the February 2016 Credit Facility. Accordingly, the Company recorded an additional $5.8 million loss on extinguishment of debt in the consolidated statement of operations in connection with the remaining unamortized debt issuance costs on this facility.

F-32

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

February 2015 Credit Facilities

On February 2, 2015, Presidio LLC and PNS (the “Borrowers”), two wholly owned subsidiaries of the Company, entered into a senior secured credit facility (the “February 2015 Credit Agreement”) which provided a $600.0 million term loan (“February 2015 Term Loan”) with a seven year maturity and a $50.0 million revolving credit facility (“February 2015 Revolver”) with a five year maturity (collectively referred to as the “February 2015 Credit Facilities”).

On May 19, 2015, the terms of the February 2015 Credit Agreement were amended pursuant to Incremental Assumption Agreement and Amendment No. 1 (the “May 2015 Amendment”) to, among other things, lower the applicable margin on term loan borrowings.

On February 1, 2016, as part of the Netech Acquisition discussed in Note 2, the Borrowers entered into Incremental Assumption Agreement and Amendment No. 2 to the February 2015 Credit Agreement for an incremental $25.0 million term loan borrowing. The $25.0 million incremental term loan under the credit facility is subject to the same terms and conditions as the then-existing term loans under the February 2015 Credit Agreement.

On May 27, 2016, the Borrowers entered into Incremental Assumption Agreement and Amendment No. 3 (the “May 2016 Amendment”) to the February 2015 Credit Agreement for an incremental $140.0 million term loan borrowing. The proceeds of the incremental term loan were used to, among other things, repay in full the remaining $115.0 million outstanding on the February 2016 Credit Facility discussed above. The $140.0 million incremental term loan under the credit facility is subject to the same terms and conditions as the then-existing term loans under the February 2015 Credit Agreement.

In accordance with the terms of the February 2015 Credit Agreement, the Borrowers may request one or more incremental term loan facilities and/or increase commitments under the February 2015 Revolver in an aggregate amount of up to the sum of $125.0 million plus additional amounts so long as, (i) in the case of loans under additional credit facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

The Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time without prepayment premium or penalty except in connection with a repricing event, subject to customary “breakage” costs with respect to LIBOR rate loans.

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by Presidio Holdings and each of its existing and future direct and indirect, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by substantially all assets of the Borrowers and each guarantor, including capital stock of the Borrowers and subsidiary guarantors, in each case subject to certain exceptions. The February 2015 Credit Agreement is subject to an intercreditor agreement with the accounts payable – floor plan that provides that certain security interests in assets securing the February 2015 Credit Agreement shall be subordinate to the security interests on the collateral securing the obligations under the accounts payable – floor plan described in Note 9.

The February 2015 Credit Agreement contains certain customary affirmative covenants, negative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among other things,

F-33

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

limitations (subject in each case to exceptions) on the ability of the Borrowers, the guarantors and their restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change lines of business;

• restrict dividends from their subsidiaries or restrict liens;

• change their fiscal year; and

• modify the terms of certain debt or organizational agreements.

February 2015 Term Loan – Borrowings under the February 2015 Term Loan bear interest at a rate equal to, at the Borrowers’ option, either:

(a) the LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) one-month adjusted LIBOR plus 1.00%, plus an applicable margin.

The applicable margin for term loans was 5.25% in the case of LIBOR rate borrowings and 4.25% in the case of base rate borrowings prior to the May 2015 Amendment and 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings after the May 2015 Amendment.

The February 2015 Term Loan amortizes at a rate of 1.00% per annum, payable quarterly on the principal balance of the borrowing, with the balance paid at maturity.

In addition to the required scheduled quarterly payments on the February 2015 Term Loan, the February 2015 Credit Agreement requires the Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage will be reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00, and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement, beginning in the fiscal year ended June 30, 2016;

F-34

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that the Company may (a) reinvest within 12 months or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within 18 months in assets to be used in the business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

For the year ended June 30, 2016, there are no additional prepayments required based on the Borrowers’ calculation of the annual excess cash flow.

The February 2015 Term Loan was originally a $600.0 million term loan with a seven year maturity of February 2, 2022. The borrowing was issued at 97.0% of par, resulting in an original issue discount of $18.0 million. The Company incurred $15.0 million of deferred financing costs associated with the original term loan, resulting in total deferred issuance costs of $33.0 million.

Concurrently with the May 2015 Amendment, the Company made a $25.0 million voluntary prepayment on the February 2015 Term Loan, reducing the principal balance on the February 2015 Term Loan to $575.0 million. The May 2015 Amendment constituted a repricing event under the February 2015 Credit Agreement, requiring the Borrowers to pay a fee to the lenders equal to 1.00% of the principal amount of the term loan after giving effect to the voluntary prepayment. Accordingly, $5.7 million was paid and expensed in the period ended June 30, 2015 and presented as a component of interest expense in the Company’s consolidated statements of operations. Additionally, the Company wrote off $0.5 million in debt issuance costs associated with modification accounting and recorded a $0.7 million loss on the extinguishment of debt, which included part of the repricing penalty, in the Company’s consolidated statements of operations.

The $25.0 million borrowing entered into pursuant to Incremental Assumption Agreement and Amendment No. 2 to the February 2015 Credit Agreement was issued at par. In accordance with debt modification accounting, the Company recorded an additional $0.2 million in deferred issuance costs associated with the amendment.

The $140.0 million borrowing entered into pursuant to the May 2016 Amendment was issued at 99.5% of par, resulting in $0.7 million of original issue discount. In accordance with debt modification accounting, the Company recorded an additional $0.1 million in deferred issuance costs associated with the amendment.

February 2015 Revolver – The February 2015 Revolver provides a $50.0 million revolving credit facility with a $25.0 million sublimit available for letters of credit and a swingline loan sub facility maturing February 2, 2020.

Borrowings under the February 2015 Revolver bear interest at a rate equal to, at the Borrowers’ option, either:

(a) the LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) one-month adjusted LIBOR plus 1.00%, plus an applicable margin.

F-35

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The applicable margin for revolving loans is 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings (with margins for revolving loans subject to certain reductions based on a net first lien leverage ratio).

In addition to paying interest on outstanding principal under the February 2015 Revolver, the Borrowers are required to pay a commitment fee equal to 0.50% (subject to a step-down to 0.375% based on achievement of a specified net first lien leverage ratio) in respect of the unutilized commitments under the facility. The Borrowers are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

All borrowings under the February 2015 Revolver are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

The February 2015 Revolver requires that Presidio Holdings, after an initial grace period and subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is met if, at the end of any applicable fiscal quarter, the sum of outstanding exposure under the February 2015 Revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

In conjunction with entering into the February 2015 Credit Agreement, the Company incurred $1.3 million in deferred financing costs associated with the February 2015 Revolver.

As of June 30, 2016 and 2015, there were no outstanding borrowings on the February 2015 Revolver and there were $1.5 million in letters of credit outstanding. The Company is in compliance with the covenants and had $48.5 million available for borrowings under the facility.

March 2011 Credit Facilities

On March 31, 2011, Presidio LLC and PNS, as borrowers (the “Borrowers”), entered into a senior secured financing facility (“March 2011 Credit Agreement”). The March 2011 Credit Agreement was comprised of a $325.0 million term loan (“March 2011 Term Loan”) and a $22.0 million revolving credit facility (“March 2011 Revolver”) (collectively, the “March 2011 Credit Facilities”).

The terms of the March 2011 Credit Facility were subsequently amended on November 22, 2011, December 30, 2011, February 29, 2012, August 9, 2012 and March 26, 2014 prior to being fully repaid with the commitments thereunder terminated on February 2, 2015 as part of the Presidio Acquisition described in Note 2.

In accordance with the March 2011 Credit Agreement, Presidio Holdings was subject to certain limitations such as sale of assets, loans, advances, investments, additional indebtedness, liens and leases, change in business operations, change of control, and limitations on mergers and acquisitions and dividends. Presidio Holdings was also subject to certain financial covenants, which include a total debt to adjusted EBITDA ratio and an interest coverage ratio. The March 2011 Credit Facilities permitted up to the greater of $175.0 million or 150.0% of consolidated EBITDA, as defined therein, for the accounts payable – floor plan arrangement described in Note 9.

March 2011 Term Loan –The March 2011 Term Loan was originally issued as a $325.0 million term loan with a maturity of March 31, 2017. The December 30, 2011 and February 29, 2012 amendments resulted, among other things, in the issuance of incremental term loan borrowings. The August 9, 2012 amendment, among other

F-36

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

things, modified the interest rate of term loan borrowings and increased the principal of the term loan to $385.0 million and left the maturity unchanged. The March 26, 2014 amendment related to a dividend recapitalization and increased the principal of the term loan to $650.0 million and left the maturity unchanged.

Interest under the March 2011 Term Loan was subject to periodic election by the Company of borrowings as a base rate loan or a Eurodollar loan.

• For base rate loans, interest was payable quarterly at a fluctuating per annum rate equal to the sum of a benchmark rate, as determined as the highest of (i) the prime rate, (ii) the federal funds open rate plus 0.5%, or (iii) the daily LIBOR rate plus 1.00%, plus a margin of 4.50% (the 4.50% margin was reduced to 3.50% as a result of the August 9, 2012 amendment and again reduced to 3.00% as a result of the March 26, 2014 amendment).

• For Eurodollar loans, interest was payable periodically at the London Interbank Offered Rate (LIBOR), subject to a LIBOR floor of 1.75% (the 1.75% LIBOR floor was reduced to 1.25% as part of the August 9, 2012 amendment and again reduced to 1.00% as part of the March 26, 2014 amendment), plus a margin of 5.50% (the 5.50% margin was reduced to 4.50% as part of the August 9, 2012 amendment and again reduced to 4.00% as part of the March 26, 2014 amendment).

Interest on the March 2011 Term Loan was at a rate of 5.00% as of June 30, 2014.

The March 2011 Term Loan amortized quarterly at 2.50% per quarter until the August 9, 2012 amendment, which reduced the amortization to 0.25% quarterly for the first eight quarters subsequent to the amendment, and 1.25% per quarter thereafter. The March 26, 2014 amendment required quarterly amortization of 0.25% per quarter for the first two quarters beginning June 30, 2014 and then 1.25% per quarter thereafter.

The March 2011 Term Loan was secured by a lien on all assets with the exception of certain assets of a subsidiary of the Company which are subordinated to the collateral under the accounts payable – floor plan arrangement described in Note 9.

In accordance with modification accounting, the March 26, 2014 amendment to the March 2011 Credit Facilities resulted in $3.4 million of additional debt issuance costs and a $2.7 million loss on extinguishment of debt associated during the year ended June 30, 2014. The $3.4 million in debt issuance costs was comprised of $1.6 million of deferred financing costs and $1.8 million in original issue discount associated with $296.0 million of the $650.0 million term loan being issued at par and the remaining $354.0 million issued at 99.5% of par.

As described above and in Note 2, as part of the Presidio Acquisition, the March 2011 Credit Facilities were extinguished and replaced with the February 2015 Credit Facilities. As a result, the remaining $7.5 million of debt issuance costs associated with the March 2011 Term Loan were expensed during the period ended February 1, 2015 as a loss on the extinguishment of debt in the Company’s consolidated statement of operations.

March 2011 Revolver – The March 2011 Revolver was originally a $22.0 million revolving credit facility with a sublimit of $22.0 million available for letters of credit and a maturity of March 31, 2014. The December 30, 2011 amendment increased the facility to $42.0 million with a sublimit of $25.0 million available for letters of credit. The August 9, 2012 amendment increased the facility to $52.5 million and extended the maturity to August 9, 2015, with no change in the sublimit. The March 26, 2014 amendment extended the maturity to March 31, 2017 with no changes to the available funding under the facility or sublimit.

The March 2011 Revolver had no scheduled repayments; until maturity, Presidio Holdings was permitted to borrow, repay and re-borrow as long as the outstanding balance and commitments for letters of credit did not exceed the limit.

F-37

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Interest under the March 2011 Revolver was subject to periodic election of borrowings as a base rate loan or a Eurodollar loan.

• For base rate loans, interest was payable quarterly at a fluctuating per annum rate equal to the sum of a benchmark rate, as determined as the highest of (i) the prime rate, (ii) the federal funds open rate plus 0.5%, or (iii) the daily LIBOR rate plus 1.00%, plus a margin of 0.75% to 2.50%.

• For Eurodollar loans, interest was payable periodically at the London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 3.50%.

The margin on the March 2011 Revolver was reset quarterly based on Presidio Holdings’ ratio of total debt to adjusted EBITDA.

The Company also incurred a commitment fee based on Presidio Holdings’ ratio of total debt to adjusted EBITDA of 0.25% to 0.60% on the average unused balance.

Senior and Senior Subordinated Notes

In conjunction with the Presidio Acquisition described in Note 2, on February 2, 2015, Presidio Holdings issued a series of senior notes (“Senior Notes”) in an aggregate principal amount of $250.0 million, and a series of senior subordinated notes (“Senior Subordinated Notes”) in an aggregate amount of $150.0 million (collectively referred to as the “Notes”), each of which will mature on February 15, 2023. The Company incurred $16.0 million of financing costs associated with the issuance of the Notes, of which $10.0 million was recorded as debt issuance costs and $6.0 million of bridge financing commitment fees that were not utilized by the Company was expensed as interest expense in the consolidated statement of operations in the period ending June 30, 2015. The Notes were issued at par with no original issue discount. Interest on the Notes accrues at a rate of 10.25% per annum and is payable semi-annually in cash on February 15 and August 15 of each year, commencing August 15, 2015. The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’ present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the senior facilities or certain other future credit facilities or future capital markets indebtedness.

On August 28, 2015, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $38.2 million of its Senior Subordinated Notes for $37.4 million (98.0% of par). As a result of the retirement of this debt, the Company recorded a $0.1 million loss on extinguishment of debt, net of a $0.9 million write off of debt issuance costs.

On June 9, 2016 and June 14, 2016, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $2.0 million of Senior Notes at 101.5% of par value and $25.6 million of Senior Notes at 104.75% of par value, respectively. As a result of the retirement of this debt, the Company recorded a $1.8 million loss on extinguishment of debt, of which $0.6 million was associated with the write off of debt issuance costs.

The Senior Notes and the related guarantees are senior unsecured obligations of Presidio Holdings and the guarantors, respectively. The Senior Subordinated Notes and the related guarantees are senior subordinated obligations of Presidio Holdings and the guarantors, respectively.

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain

F-38

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

specified redemption prices, plus accrued and unpaid interest. Additionally, on or prior to February 15, 2018, Presidio Holdings may redeem up to 40% of the aggregate principal amount of each series of Notes with the net proceeds of specified equity offerings at specified redemption prices, provided that at least 50% of the initial principal amount of each series of Notes remains outstanding.

The indentures governing the Notes limit, among other things, Presidio Holdings’, and its guarantor subsidiaries’ ability to:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates, including the Company;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of Presidio Holdings’ assets.

Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s. The indentures governing the Notes also contain customary events of default.

Receivables Securitization Facility

The Company maintains an accounts receivable securitization facility (“Receivables Securitization Facility”) originally issued in April 2008 whereby each of PNS and Atlantix sells its trade receivables on a continuous basis to a wholly owned non-operating subsidiary of the Company, Presidio Capital Funding, LLC (“PCF”). PCF then grants, without recourse, a senior undivided security interest in the pooled receivables to the administrative agent of the facility, PNC Bank, while maintaining a subordinated undivided security interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates, and accordingly, no servicing asset or liability has been recorded. Upon and after the sale or contribution of the accounts receivable to PCF, such accounts receivable are legally assets of PCF and, as such, are not available to creditors of the Company or its other subsidiaries.

The Receivables Securitization Facility provides for borrowing capacity subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. The Company also incurs a commitment fee of 0.50% or 0.40%, depending on utilization. At June 30, 2016, the interest rate was 1.87% and the commitment fee was 0.50%.

In connection with the Presidio Acquisition described in Note 2, the committed amount of the Receivables Securitization Facility was increased from $150.0 million to $200.0 million, and the maturity date was extended from March 31, 2017 to the date three years after the closing of the Presidio Acquisition, which is February 2, 2018. The February 2, 2015 amendment to the Receivables Securitization Facility resulted in $0.8 million of additional debt issuance costs.

On February 8, 2016, the Receivables Securitization Facility was amended to increase the commitment amount from $200.0 million to $250.0 million. All other terms and conditions remained unchanged. The Company incurred $0.1 million in deferred financing costs associated with the February 8, 2016 amendment.

F-39

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Accounts receivable purchased by PCF are subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties. The obligations under the Receivables Securitization Facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets. The facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the facility, falls below $35.0 million for at least five consecutive days. The Company was in compliance with this covenant as of June 30, 2016.

As of June 30, 2016, there was $5.0 million outstanding under the Receivables Securitization Facility. As of June 30, 2015, there were no outstanding borrowings under the facility. The Company had $196.0 million and $181.6 million available under the Receivables Securitization Facility based on the collateral available as of June 30, 2016 and 2015, respectively.

Debt Issuance Costs

The Company amortizes original issue discount and deferred financing costs (debt issuance cost) using the effective interest method over the life of the related debt instrument, and such amortization is included in interest expense in the consolidated statements of operations.

The following table presents the debt issuance costs for the periods presented (in millions):

	Other Assets			Long-Term Debt
	Revolving credit facilities			Term loan, due March 2017			Term loan, due February 2019			Term loan facility, due February 2022			Senior notes			Senior subordinated notes			Total
Predecessor
Balance, June 30, 2013	$	1.4		$	13.1		$	—		$	—		$	—		$	—		$	14.5
Additions		0.3			3.1			—			—			—			—			3.4
Extinguishments		—			(2.7	)		—			—			—			—			(2.7	)
Amortization		(0.6	)		(3.8	)		—			—			—			—			(4.4	)
Balance, June 30, 2014		1.1			9.7			—			—			—			—			10.8
Additions		—			—			—			—			—			—			—
Extinguishments		—			(7.5	)		—			—			—			—			(7.5	)
Amortization		(0.2	)		(2.2	)		—			—			—			—			(2.4	)
Balance, February 1, 2015	$	0.9		$	—		$	—		$	—		$	—		$	—		$	0.9
Successor
Balance, November 20, 2014	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Presidio Acquisition		0.9			—			—			—			—			—			0.9
Additions		2.1			—			—			33.0			6.3			3.7			45.1
Extinguishments		—			—			—			(0.5	)		—			—			(0.5	)
Amortization		(0.1	)		—			—			(2.1	)		(0.3	)		(0.2	)		(2.7	)
Balance, June 30, 2015		2.9			—			—			30.4			6.0			3.5			42.8
Additions		0.1			—			8.4			1.0			—			—			9.5
Extinguishments		—			—			(7.7	)		—			(0.6	)		(0.9	)		(9.2	)
Amortization		(1.1	)		—			(0.7	)		(4.7	)		(0.8	)		(0.3	)		(7.6	)
Balance, June 30, 2016	$	1.9		$	—		$	—		$	26.7		$	4.6		$	2.3		$	35.5

F-40

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Long-Term Debt Maturities

As of June 30, 2016, the maturities of long-term debt were as follows:

Years ending June 30,
2017	$	7.4
2018		12.4
2019		7.4
2020		7.4
2021		7.4
2022 and thereafter		1,029.6
Total	$	1,071.6

Interest Rate Swaps

During the year ended June 30, 2014, the Company had two interest rate swap agreements that expired. Prior to expiration, each interest rate swap effectively converted the interest rate on a portion of the Company’s debt from floating rate to fixed rate. The forward interest rate swaps had a notional amount and fixed LIBOR rate, respectively, of $125.0 million at 2.12% for the period between September 17, 2012 through March 16, 2014, and $50.0 million at 1.58% for the period between December 24, 2012 and June 23, 2014.

For the year ended June 30, 2014 there are mark-to-market gains of $2.2 million relating to the change in fair value of an interest rate swap agreement.

During the periods ended subsequent to June 30, 2014, the Company did not have any outstanding interest rate swap agreements.

Note Payable to Former Shareholder

During the year ended June 30, 2014, the Company repaid $3.0 million on the note payable to a former shareholder of Presidio Holdings that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

Note 12. Fair Value Measurements

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts and unbilled receivables, accounts payable – trade, accounts payable – floor plan, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. Additionally, the Company’s financing receivables and acquisition-related liabilities were measured at their respective fair values upon initial recognition.

F-41

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The fair value hierarchy for our financial assets and liabilities measured at fair value was as follows (in millions):

			Fair Value Measurement
June 30, 2015	Carrying value		Level 1		Level 2		Level 3
Liabilities:
Term loan	$	573.6	$	—	$	575.3	$	—
Senior notes		250.0		—		258.3		—
Senior subordinated notes		150.0		—		132.6		—
Total	$	973.6	$	—	$	966.2	$	—
			Fair Value Measurement
June 30, 2016	Carrying value		Level 1		Level 2		Level 3
Liabilities:
Receivables securitization facility	$	5.0	$	—	$	—	$	5.0
Term loan		732.3		—		714.0		—
Senior notes		222.5		—		227.6		—
Senior subordinated notes		111.8		—		115.7		—
Total	$	1,071.6	$	—	$	1,057.3	$	5.0

The fair value of the Company’s term loans, senior notes and senior subordinated notes is estimated based on quoted market prices for the debt, which is traded in over-the-counter secondary markets that are not considered active. The carrying value of the Company’s term loans, senior notes and senior subordinated notes excludes unamortized debt issuance costs.

For certain of the Company’s nonfinancial assets, including goodwill, intangible assets and property and equipment, the Company may be required to assess the fair values of these assets, on a recurring or nonrecurring basis, and record an impairment if the carrying value exceeds the fair value. In determining the fair value of these assets, the Company may use a combination of valuation methods which include Level 3 inputs. For the periods presented, there were no impairments charges. See Notes 1 and 8 for additional information regarding the Company’s determination of fair value regarding goodwill and indefinite-lived intangible assets.

In conjunction with the acquisitions discussed in Note 2, the Company used a combination of valuation methods which include Level 3 inputs in determining the fair values of the assets and liabilities acquired as well as the fair value of the consideration transferred, which included equity and equity instruments.

Note 13. Commitments and Contingencies

Operating leases – The Company leases office space in approximately 67 locations under operating leases which were generally five to seven years in duration at lease inception, with an average remaining life of 2.9 years at June 30, 2016. Total rent expense charged to operations was $9.0 million for the year ended June 30, 2016, $3.8 million for the period ended June 30, 2015, $5.4 million for the period ended February 1, 2015 and $9.2 million for the year ended June 30, 2014.

F-42

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Future minimum rental payments required under the leases are as follows (in millions):

Years ending June 30,
2017	$	10.0
2018		8.4
2019		7.5
2020		6.4
2021		5.0
2022 and thereafter		10.0
Total	$	47.3

Claims and assessments – In the normal course of business, the Company is subject to certain claims and assessments that arise in the ordinary course of business. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or financial position of the Company.

On July 14, 2015, the Company received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. The Company is fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, the Company received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present relating to Company contracts with the Internal Revenue Service, as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. The Company is fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Note 14. Stockholders’ Equity

In accordance with the terms of the credit agreements and the notes indentures, Presidio Holdings has certain limitations on its ability to declare and pay dividends. These limitations include restrictions on the transfer of cash and/or other property between Presidio LLC, Presidio Holdings and Presidio, Inc.

All dividends declared are subject to Board approval and will depend on the Company’s results of operations, financial condition, business prospects, capital requirements, contractual restrictions, potential indebtedness the Company may incur, restrictions imposed by applicable law, tax considerations and other factors that the Company’s Board of Directors deems relevant.

During the year ended June 30, 2014, Presidio Holdings completed a dividend recapitalization by amending its legacy credit agreement and declaring a special, one-time $0.46 per share dividend payable to shareholders of

F-43

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

record on March 21, 2014. The dividends paid exceeded the Company’s retained earnings balance at the time of declaration and as a result, the excess was recorded as a reduction to additional paid-in capital.

Note 15. Share-based Compensation

On February 2, 2015, concurrent with the Presidio Acquisition discussed in Note 2, the Company adopted the Presidio, Inc. Long-Term Incentive Plan (“Presidio LTIP”) under which employees, directors and officers of the Company may be granted equity interests in Presidio, Inc. in the form of incentive and nonqualified stock options, stock appreciation rights, restricted stock and other stock-based awards. This plan was effective during the periods after the Presidio Acquisition, and as of June 30, 2016, the only awards issued and outstanding under the plan are nonqualified stock options.

Prior to the Presidio Acquisition, for the period ended February 1, 2015 and the year ended June 30, 2014, the Company’s incentive plan was the Presidio Holdings Inc. Long-Term Incentive Plan (“Presidio Holdings LTIP”). During that time, the Company had authorized, issued and outstanding nonqualified stock options and stock appreciation rights (“SARs”).

The purpose of both plans is to align the economic interests of the employees, directors and officers with the interests of the stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable employees.

Presidio, Inc. LTIP (Successor)

The nonqualified stock options issued under the Presidio LTIP are comprised of newly issued options and fully vested options that were rolled over from the Presidio Holdings LTIP at the time of the Presidio Acquisition (the “Rolled options”). As of June 30, 2016, 5,143,509 nonqualified stock options had been authorized to be issued and 4,418,144 were issued and outstanding, including 866,411 Rolled options that were fully vested.

The newly issued options are primarily issued proportionally as 50% Tranche A options, 25% Tranche B options and 25% Tranche C options.

The Tranche A options are service-based options and vest in equal installments on each of the first five anniversaries of the grant date, subject to the employee’s continued employment or the director’s continued service with the Company through these dates.

The Tranche B and Tranche C options are performance- and market-based options, with vesting being contingent upon the achievement of certain market conditions by the Apollo funds in cash pursuant to a liquidity event, subject to the employee’s continued employment with the Company through the date of achievement.

In the event of a change in control, any Tranche A options that have not previously vested shall become fully vested and exercisable at the time of such change in control, subject to the employee’s continued employment with the Company through this date. Any Tranche B and Tranche C options that have not vested prior to, or become vested at the time of, a change in control shall be converted into time-vesting options that vest in equal annual installments on each anniversary of the change in control occurring during the remainder of the option term, subject to the employee’s continued employment with the Company through these dates. In the event of an initial public offering, all options shall remain outstanding and continue to vest in accordance with their original vesting terms.

F-44

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Presidio Holdings Inc. LTIP (Predecessor)

The nonqualified stock options of the Predecessor were comprised of core options and performance options, as well as options rolled over from a previous equity incentive plan (the “Predecessor Rolled options”). The Predecessor Rolled options were fully vested as of March 31, 2011. The core options contained only a service element and vested and became exercisable in equal installments on each of the first five anniversaries of the grant. The vesting of the performance options was contingent upon both a change of control and the achievement of an internal rate of return and return on investment.

The SARs of the Predecessor were comprised of performance SARs and SARs rolled over from a previous equity incentive plan (the “Predecessor Rolled SARs”). The Predecessor Rolled SARs were fully vested at March 31, 2011. The performance SARs had the same performance conditions as the nonqualified stock options, with the exception that the SARs could only be settled in cash. Due to the required cash settlement, the SARs were liability classified.

Both the nonqualified stock options and SARs were exercisable over a ten-year period from the grant date.

During the period ended February 1, 2015, a change of control became probable and all outstanding, unvested core and performance awards were accelerated to 100% vested as of February 1, 2015. The acceleration of all outstanding awards included the recognition of expense associated with the performance awards which had previously not had expense recognized due to the performance condition not being considered probable of achievement. The accelerated compensation expense included grant date expense and incremental share-based compensation cost that resulted from the modification of awards associated with the dividend recapitalization discussed below.

Certain Predecessor options were rolled into the new Presidio LTIP as a result of the acquisition, and incremental compensation expense of $0.4 million was recognized in the period ended June 30, 2015 as a result of the difference in fair value as determined using a Black-Scholes model. The 7,933,856 vested core options and 1,466,172 vested performance options from the Predecessor entity which were rolled were exchanged for 885,344 vested options of the Successor entity in a manner that held each employee’s intrinsic value constant.

During the year ended June 30, 2014, the Company completed a dividend recapitalization by amending its credit agreement and declaring a special, one-time dividend payable to shareholders of record on March 21, 2014. In conjunction with the dividend recapitalization, the Company modified the strike price for the majority of the outstanding awards in an equity restructuring to keep the intrinsic value of the awards consistent before and after the dividend. The strike price of the awards was the only feature that was modified.

All employees holding outstanding awards at the time of the dividend recapitalization were impacted by the modification. Certain outstanding awards could not have their strike price modified (based on consideration of Section 409A of the Internal Revenue Code), and as a result, the Company made a special payment of $6.3 million to the respective award holders that was recognized in transaction costs within the Company’s consolidated statement of operations for the year ended June 30, 2014.

Furthermore, there were other outstanding awards for which the strike price could be partially adjusted, but could not be adjusted for the full value of the dividend due to Section 409A of the Internal Revenue Code. As a result, the holders of these awards received the right to receive a change of control payment for the difference. Due to the Presidio Acquisition, the Company recognized $3.4 million of compensation expense presented within transaction costs in the consolidated statement of operations for the period ended February 1, 2015. The incremental share-based compensation cost related to the modification of core awards recognized was

F-45

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

$2.9 million and $3.9 million through February 1, 2015 and June 30, 2014, respectively. The incremental share-based compensation cost related to the modification of performance awards recognized was $5.7 million on February 1, 2015.

Nonqualified Option Activity

A summary of the nonqualified stock option activity was as follows:

	Core & Rolled options outstanding
	Total outstanding options							Vested (exercisable) options							Nonvested options
				Weighted-average							Weighted-average							Weighted-average
Predecessor	Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, June 30, 2013		42,664,395		$	0.57	$	0.24		18,701,668		$	0.50	$	0.18		23,962,727		$	0.61	$	0.28
Granted		929,998			1.10		0.42		—			—		—		929,998			1.10		0.42
Vested		—			—		—		7,224,332			0.43		0.37		(7,224,332	)		0.43		0.37
Exercised		(350,539	)		0.20		0.34		(350,539	)		0.20		0.34		—			—		—
Forfeited		(2,103,127	)		0.73		0.30		(615,345	)		0.73		0.18		(1,487,782	)		0.73		0.35
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2014		41,140,727			0.30		0.41		24,960,116			0.32		0.33		16,180,611			0.27		0.52
Granted		—			—		—		—			—		—		—			—		—
Vested		—			—		—		16,164,611			0.27		0.52		(16,164,611	)		0.27		0.52
Exercised		(101,770	)		0.16		0.49		(101,770	)		0.16		0.49		—			—		—
Forfeited		(20,000	)		0.59		0.48		(4,000	)		0.59		0.48		(16,000	)		0.59		0.48
Expired		—			—		—		—			—		—		—			—		—
Settled(1)		(33,085,101	)		0.32		0.37		(33,085,101	)		0.32		0.37		—			—		—
Rolled(1)		(7,933,856	)		0.23		0.55		(7,933,856	)		0.23		0.55		—			—		—
Balance, February 1, 2015		—		$	—	$	—		—		$	—	$	—		—		$	—	$	—

	Tranche A & Rolled options outstanding
	Total outstanding options							Vested (exercisable) options							Nonvested options
				Weighted-average							Weighted-average							Weighted-average
Successor	Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, November 20, 2014		—		$	—	$	—		—		$	—	$	—		—		$	—	$	—
Rolled(1)		885,344			2.60		7.77		885,344			2.60		7.77		—			—		—
Granted		1,656,750			10.00		3.24									1,656,750			10.00		3.24
Exercised		—			—		—		—			—		—		—			—		—
Forfeited		(5,000	)		10.00		3.24		—			—		—		(5,000	)		10.00		3.24
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2015		2,537,094			7.42		4.82		885,344			2.60		7.77		1,651,750			10.00		3.24
Granted		244,700			17.15		6.05		—			—		—		244,700			17.15		6.05
Vested		—			—		—		329,250			10.00		3.24		(329,250	)		10.00		3.24
Exercised		(11,928	)		2.86		7.48		(11,928	)		2.86		7.48		—			—		—
Forfeited		(119,078	)		10.37		3.73		(7,005	)		2.86		7.48		(112,073	)		10.84		3.50
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2016		2,650,788		$	8.20	$	4.97		1,195,661		$	4.63	$	6.53		1,455,127		$	11.14	$	3.69

F-46

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

	Performance options outstanding
	Total outstanding options							Vested (exercisable) options							Nonvested options
				Weighted-average							Weighted-average							Weighted-average
Predecessor	Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, June 30, 2013		24,806,448		$	0.60	$	0.29		—		$	—	$	—		24,806,448		$	0.60	$	0.29
Granted		480,001			0.66		0.64		—			—		—		480,001			0.66		0.64
Vested		—			—		—		—			—		—		—			—		—
Exercised		—			—		—		—			—		—		—			—		—
Forfeited		(890,762	)		0.50		0.29		—			—		—		(890,762	)		0.50		0.29
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2014		24,395,687			0.22		0.53		—			—		—		24,395,687			0.22		0.53
Granted		—			—		—		—			—		—		—			—		—
Vested		—			—		—		23,671,078			0.22		0.53		(23,671,078	)		0.22		0.53
Exercised		—			—		—		—			—		—		—			—		—
Forfeited		(724,609	)		0.25		0.53		—			—		—		(724,609	)		0.25		0.53
Expired		—			—		—		—			—		—		—			—		—
Settled(1)		(22,204,906	)		0.22		0.53		(22,204,906	)		0.22		0.53		—			—		—
Rolled(1)		(1,466,172	)		0.33		0.55		(1,466,172	)		0.33		0.55		—			—		—
Balance, February 1, 2015		—		$	—	$	—		—		$	—	$	—		—		$	—	$	—

	Tranche B & C options outstanding
	Total outstanding options							Vested (exercisable) options						Nonvested options
				Weighted-average						Weighted-average							Weighted-average
Successor	Number of options			Exercise price		Fair value		Number of options		Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, November 20, 2014		—		$	—	$	—		—	$	—	$	—		—		$	—	$	—
Granted		1,649,250			10.00		3.80		—		—		—		1,649,250			10.00		3.80
Exercised		—			—		—		—		—		—		—			—		—
Forfeited		(5,000	)		10.00		3.80		—		—		—		(5,000	)		10.00		3.80
Expired		—			—		—		—		—		—		—			—		—
Balance, June 30, 2015		1,644,250			10.00		3.80		—		—		—		1,644,250			10.00		3.80
Granted		237,176			17.14		6.18		—		—		—		237,176			17.14		6.18
Vested		—			—		—		—		—		—		—			—		—
Exercised		—			—		—		—		—		—		—			—		—
Forfeited		(114,070	)		10.83		4.09		—		—		—		(114,070	)		10.83		4.09
Expired		—			—		—		—		—		—		—			—		—
Balance, June 30, 2016		1,767,356		$	10.90	$	4.11		—	$	—	$	—		1,767,356		$	10.90	$	4.11

(1) In conjunction with the Presidio Acquisition, certain employees rolled the value of their vested Predecessor stock options into vested Successor stock options. For those employees that did not roll their stock options, the outstanding stock options were cancelled in exchange for a cash payment equal to their intrinsic value at the acquisition price.

F-47

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Vested and Expected to Vest

A summary of nonqualified stock options that are vested or expected to vest was as follows:

	Number of options		Weighted- average exercise price		Intrinsic value (in millions)		Weighted- average remaining contract term (in years)
Predecessor
Balance, June 30, 2014		37,437,735	$	0.31	$	15.6		6.6
Balance, February 1, 2015		—		—		—		—
Successor
Balance, June 30, 2015		2,179,533	$	6.99	$	6.5		9.6
Balance, June 30, 2016		2,492,485		8.01		23.6		7.7

Intrinsic Values

A summary of the intrinsic values of nonqualified stock options was as follows (in millions):

			Core & Rolled options outstanding						Performance options outstanding
Predecessor	Exercised during the period ended		Total outstanding options		Vested (exercisable) options		Nonvested options		Nonvested options
June 30, 2014	$	0.3	$	27.8	$	16.4	$	11.4	$	18.4
February 1, 2015		0.1		—		—		—		—

			Tranche A & Rolled options outstanding						Tranche B & C options outstanding
Successor	Exercised during the period ended		Total outstanding options		Vested (exercisable) options		Nonvested options		Nonvested options
June 30, 2015	$	—	$	6.5	$	6.5	$	—	$	—
June 30, 2016		0.2		24.6		15.4		9.2		11.7

Fair Value Assumptions

The weighted-average assumptions used in the Black-Scholes and Monte Carlo valuations to calculate the fair value of the awards granted during the periods were as follows:

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Nonqualified stock options:
Expected life (in years)(2)		6.5			N/A	(1)		6.5			6.5
Expected volatility		43.4	%		N/A	(1)		28.3	%		32.2	%
Average risk-free interest rate		2.0	%		N/A	(1)		1.9	%		1.8	%
Dividend yield		0.0	%		N/A	(1)		0.0	%		0.0	%

(1) There were no grants issued during the period from July 1, 2014 to February 1, 2015.

F-48

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

(2) The expected life assumption for the Tranche B and C awards used in the Monte Carlo simulation varied based on the outcomes of each scenario performed.

The expected stock price volatility is based on the average of the historical volatility of public companies in industries similar to the Company. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant over the expected term of the option. The Company has insufficient historical data regarding the expected life of options and therefore uses the simplified method to calculate the expected life.

Stock Appreciation Rights

There were no grants, exercises, forfeitures or cancellations during the year ended June 30, 2016 or the periods ended June 30, 2015 and February 1, 2015. All SARs outstanding were cash settled on February 1, 2015 in conjunction with the Presidio Acquisition.

During the year ended June 30, 2014, the Company granted 7,214,500 SARs at a weighted-average exercise price of $0.63. There were no exercises, forfeitures or cancellations during the year ended June 30, 2014.

Share-Based Compensation Expense

The following table summarizes the share-based compensation expense and realized tax benefits upon exercise as follows (in millions):

	Predecessor					Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Nonqualified stock options	$	5.7		$	17.3	$	1.0	$	2.2
Stock appreciation rights		(0.2	)		2.8		—		—
Total	$	5.5		$	20.1	$	1.0	$	2.2
Selling expenses	$	2.3		$	8.5	$	0.4	$	0.9
General and administrative expenses		3.2			11.6		0.6		1.3
Total	$	5.5		$	20.1	$	1.0	$	2.2
Tax benefits realized	$	0.2		$	19.5	$	—	$	0.1

As of June 30, 2016, there was $3.6 million of unrecognized compensation costs related to Tranche A options which is expected to be recognized as expense over a weighted-average period of 4.0 years. As of June 30, 2016, there was $7.3 million of unrecognized compensation costs related to Tranche B and C options which will be recognized when the achievement of the performance condition is deemed probable.

F-49

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 16. Earnings (Loss) Per Share

The following is a reconciliation of the weighted-average number of shares used to compute basic and diluted net earnings (loss) per share (in millions, except for share and per share data):

	Predecessor					Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Numerator:
Earnings (loss)	$	32.5	$	(5.1	)	$	(24.3	)	$	(3.4	)
Denominator:
Weighted-average shares – basic		561,829,775		561,886,602			35,005,269			35,558,981
Effect of dilutive securities:
Stock options		10,826,524		—			—			—
Weighted-average shares – diluted		572,656,299		561,886,602			35,005,269			35,558,981
Earnings (loss) per share:
Basic	$	0.06	$	(0.01	)	$	(0.69	)	$	(0.10	)
Diluted	$	0.06	$	(0.01	)	$	(0.69	)	$	(0.10	)

Potentially dilutive securities that have been excluded from the computation of diluted weighted-average shares of common stock outstanding because their inclusion would have been anti-dilutive consists of the following:

	Predecessor				Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Stock options excluded from EPS because of anti-dilution		242,307		64,811,805		2,537,094		2,650,788
Stock options excluded from EPS because performance condition had not been met		24,395,687		—		1,644,250		1,767,356
Total stock options excluded from EPS		24,637,994		64,811,805		4,181,344		4,418,144

Note 17. Income Taxes

The following table summarizes the expense (benefit) for income taxes (in millions):

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Current:
Federal	$	30.8		$	(1.7	)	$	(0.2	)	$	18.4
State		5.3			1.4			0.6			5.0
Deferred:
Federal		(12.2	)		4.4			(11.4	)		(17.4	)
State		0.5			(0.9	)		(1.6	)		(2.2	)
Total income tax expense (benefit)	$	24.4		$	3.2		$	(12.6	)	$	3.8

F-50

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The difference between the tax provision at the statutory federal income tax rate and the effective rate on income was as follows:

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
Increase (decrease) in rate resulting from:
State taxes, net of federal benefits		4.5			(7.1	)		2.3			175.0
Permanent adjustments		1.1			(187.1	)		(4.4	)		250.0
State tax rate change on deferred items		—			—			—			340.0
Provision to return adjustments		1.5			(5.8	)		—			125.0
Uncertain tax positions		0.8			(3.4	)		1.2			25.0
Effective tax rate		42.9	%		(168.4	)%		34.1	%		950.0	%

The Company’s effective income tax rate for the year ended June 30, 2016 was higher than the statutory rate primarily due to the impact on the nominally small pre-tax income of unfavorable permanent differences and the impact of the revaluation of deferred tax balances related to the state tax rate change.

The Company’s effective income tax rate for the period ended June 30, 2015 was lower than the statutory rate primarily due to the impact on the pre-tax loss of unfavorable permanent differences for the recognition of certain expenses in the Successor financial statements associated with the Presidio Acquisition as described in Note 2.

The Company’s effective income tax rate for the period ended February 1, 2015 was lower than the statutory rate primarily due to the impact on the pre-tax loss of unfavorable permanent differences for the recognition of certain expenses in the Predecessor financial statements associated with the Presidio Acquisition. The impact of the permanent differences created income tax expense in relation to the short period pre-tax loss.

The Company’s effective income tax rate for the year ended June 30, 2014 was higher than statutory primarily due to the unfavorable permanent differences and the impact of provision to return adjustments.

F-51

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets (liabilities) were as follows (in millions):

	June 30, 2015						June 30, 2016
	Current			Non-current			Non-current(1)
Deferred tax assets:
Accrued expenses	$	13.9		$	—		$	20.5
Bad debt		0.9			—			1.2
Share-based compensation		—			2.7			3.8
Acquisition related		—			4.4			4.6
Net operating losses		3.7			—			0.1
Other		—			1.2			—
Total deferred tax assets		18.5			8.3			30.2
Deferred tax liabilities:
Intangibles		—			(296.3	)		(272.2	)
Leases		—			(26.1	)		(33.3	)
Debt issuance costs		—			(11.2	)		(8.4	)
Depreciation		—			(0.6	)		(4.1	)
Other		(0.2	)		—			(0.2	)
Total deferred tax liabilities		(0.2	)		(334.2	)		(318.2	)
Total net deferred tax assets (liabilities)	$	18.3		$	(325.9	)	$	(288.0	)

(1) During the year ended June 30, 2016, the Company adopted ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted this standard on a prospective basis and as a result, prior period financial statements have not been revised.

The Company believes that it is more likely than not, based on the weight of available evidence, that the deferred tax assets as shown will be realized when future taxable income is generated through the reversal of existing taxable temporary differences and income that is expected to be generated by businesses that have a history of generating taxable income. As of June 30, 2016 and 2015, no valuation allowances have been recorded against the deferred tax assets.

The Company records a liability for uncertain tax positions if it is not more likely than not that the position will be sustained in an audit, including resolution of related appeals or litigation, if any. For positions that are more likely than not to be sustained, the liability recorded is measured as the largest benefit amount that is more than 50% likely to be realized upon ultimate settlement. As of June 30, 2016 and June 30, 2015, the Company had unrecognized tax benefits including interest and penalties of $1.6 million and $1.8 million, respectively. The $0.2 million net decrease in the liability is attributed to the statute of limitations expiring on certain state income tax returns offset by an increase in other uncertain tax positions. As of June 30, 2016, the Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits will decrease by approximately $0.4 million within the next 12 months related to statutes of limitations on certain federal and state income tax returns expiring. The liability for uncertain tax positions is presented within other liabilities in the consolidated balance sheets.

F-52

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits excluding interest and penalties is as follows (in millions):

	Predecessor					Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Balance, beginning of period	$	0.3		$	2.4	$	—		$	1.5
Increases for tax positions taken on acquired entities		—			—		2.4			—
Increases for tax positions taken in current period		0.6			—		—			—
Increases for tax positions taken in a previous period		2.5			—		—			0.3
Expiration of statute of limitations		(1.0	)		—		(0.9	)		(0.5	)
Balance, end of period	$	2.4		$	2.4	$	1.5		$	1.3

Interest and penalties recognized as part of income taxes from continuing operations was a net benefit of less than $0.1 million for the year ended June 30, 2016 as a result of the lapse of statute of limitations on uncertain tax positions. The total interest and penalties benefit was $0.3 million for the period ended June 30, 2015. Total interest and penalties expense was $0.2 million and $0.1 million for the period ended February 1, 2015 and for the year ended June 30, 2014, respectively. The cumulative interest and penalties recorded on the Company’s consolidated balance sheets was $0.3 million as of June 30, 2016 and 2015.

The Company files a consolidated federal income tax return and various consolidated state income tax returns. The Company’s federal and material state income tax years remain open to examination for the year ended June 30, 2013. Various state and local income tax returns are under examination by taxing authorities. We do not believe that the outcome of any examination will have a material impact on our financial statements.

Note 18. Major Customers and Suppliers

The Company’s revenue is derived from arrangements with enterprise, commercial, service provider, state and U.S. government customers. No customer accounted for more than 10% of the Company’s revenue during the year ended June 30, 2016, the period ended June 30, 2015, the period ended February 1, 2015 or the year ended June 30, 2014. All accounts receivable are made on an unsecured basis and no customer balance comprised more than 10% of accounts receivable as of June 30, 2016 or 2015.

The Company’s solutions include products and services purchased directly and indirectly from manufacturers. Our purchases from a single manufacturer comprised approximately 67% of our purchases from all manufacturers for the year ended June 30, 2016, and 66%, 63% and 65% of the purchases for the period ended June 30, 2015, the period ended February 1, 2015 and the year ended June 30, 2014, respectively. No other manufacturers accounted for a significant concentration of the Company’s purchases during these periods.

Note 19. Related Party Transactions

Apollo Global Management, LLC (together with its subsidiaries, “Apollo”) is a leading alternative investment management firm which owns and operates businesses across a variety of industries. The Company recorded revenue to parties affiliated with Apollo of $2.0 million for the year ended June 30, 2016 and $0.3 million for the period ended June 30, 2015. As of June 30, 2016 the outstanding receivables associated with parties affiliated with Apollo were $0.2 million and as of June 30, 2015 the outstanding receivables were less than $0.1 million.

F-53

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

As of June 30, 2016 and 2015, an alternative investment vehicle formed by the limited partners of the Apollo Funds owned substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG, who is the holder of 100% of the Senior Subordinated Notes.

At issuance of the February 2016 Credit Facility, members of the Company’s management held $5.5 million of the $150.0 million term loan borrowing. This debt was fully repaid with the credit facility terminated at June 30, 2016. In issuing the credit facility, the Company incurred $0.5 million in deferred financing fees associated with an affiliate of Apollo.

At issuance, Presidio, Inc. held the $25.0 million term loan borrowing issued by Presidio Holdings under the Incremental Assumption Agreement and Amendment No. 2 to the Company’s February 2015 Credit Agreement. As of June 30, 2016, Presidio, Inc. had sold its holdings of the debt to an unaffiliated third party for a loss of $0.1 million as a result of the sale.

Also discussed in Note 11, during the year ended June 30, 2014, the Company repaid $3.0 million on the note payable to a former shareholder that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

The Company leases an office that is owned by members of the Company’s management. The office location was carried over from a prior acquisition and the Company has continued to renew the lease. Rent expense for the office was $0.3 million for the year ended June 30, 2016, $0.1 million for the period ended June 30, 2015, $0.2 million for the period ended February 1, 2015 and $0.3 million for the year ended June 30, 2014.

During the Predecessor periods, the Company incurred management fees to its former owners. Management fees were $1.5 million for the period ended February 1, 2015 and $2.0 million for the year ended June 30, 2014. Additionally, the Company incurred $12.7 million of consulting fees in the period ended February 1, 2015 to its former owners associated with the Presidio Acquisition. This expense is presented as transaction costs within the statement of operations.

Note 20. Retirement Plan

The Company sponsors a defined contribution 401(k) plan covering substantially all employees of the Company who are age 21 or older and are not classified as excluded employees (which classification includes union employees, leased employees and certain nonresident aliens). Participants can elect to contribute a specific percentage or dollar amount and have that amount deposited into the plan as an elective deferral. All employee deferrals and Company contributions are subject to IRS limitations.

The Company provides a fixed matching contribution equal to 25% of the employee’s elective deferrals on up to 6% of compensation. In addition to the fixed matching contribution, the Company may make an additional discretionary contribution equal to a uniform percentage or dollar amount of the employee’s elective deferral. The annual discretionary matching contribution is based on Company performance and may be an additional 25% on up to 6% of compensation. Employment on the last day of the year is required to receive the annual discretionary match and it is typically funded approximately ten months following the end of the calendar year to which it relates.

Employer contributions in the plan generally vest equally over a five-year period based on plan years in which an employee works at least 1,000 hours.

F-54

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Total employer contribution expense was $6.1 million for the year ended June 30, 2016, $2.9 million for the period ended June 30, 2015, $3.2 million for the period ended February 1, 2015 and $4.9 million for the year ended June 30, 2014.

Note 21. Segment Information

During the periods presented the Company had two reportable segments: PNS focused on providing IT infrastructure solutions and services to customers and Atlantix focused on remarketing used and new IT infrastructure. As discussed in Note 3, on October 22, 2015, the Company sold the Atlantix business to a third party. Subsequent to the sale, the Company operates as a single reportable segment.

The Company’s chief operating decision-maker (“CODM”) primarily allocates resources and evaluates performance of the Company’s operating segments based on total revenue and Adjusted EBITDA (a non-GAAP measure). We define Adjusted EBITDA as net income plus (i) depreciation and amortization, (ii) interest and other expense, net and (iii) income tax expense (benefit), as further adjusted to eliminate share-based compensation expense, noncash items related to purchase accounting adjustments, costs associated with non-recurring transactions and other items.

We believe Adjusted EBITDA provides users of these consolidated financial statements with the financial measure of operating results of the Company’s ongoing operations unaffected by our capital structure, noncash expenses, and non-recurring items utilized by the CODM. However, Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States (“U.S. GAAP”), and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Segment information for total assets and capital expenditures is not used in measuring segment performance or allocating resources between segments and as such has not been presented.

F-55

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Information regarding the Company’s segments was as follows (in millions):

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Revenue by segment:
PNS	$	2,149.9		$	1,323.4		$	939.6		$	2,682.2
Atlantix		116.1			69.4			45.9			32.7
Total revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9
Adjusted EBITDA by segment:
PNS	$	170.0		$	118.8		$	73.4		$	216.3
Atlantix		8.4			2.7			3.2			1.8
Corporate		(3.0	)		(2.6	)		(4.8	)		(5.2	)
Subtotal		175.4			118.9			71.8			212.9
Earnings from disposed business		(8.4	)		(2.7	)		(3.2	)		(1.8	)
Total Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1
Reconciling items:
Total depreciation and amortization	$	(50.6	)	$	(24.9	)	$	(32.1	)	$	(81.7	)
Interest and other (income) expense		(34.6	)		(28.7	)		(47.5	)		(98.5	)
Income tax benefit (expense)		(24.4	)		(3.2	)		12.6			(3.8	)
Share-based compensation expense		(5.5	)		(20.1	)		(1.0	)		(2.2	)
Earnings from disposed business		8.4			2.7			3.2			1.8
Purchase accounting adjustments		—			—			(4.9	)		(3.9	)
Transaction costs		(14.8	)		(42.6	)		(21.3	)		(20.6	)
Other costs		(13.0	)		(4.5	)		(1.9	)		(5.6	)
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)

In addition to the PNS and Atlantix segments, the CODM separately reviews centralized corporate functions such as accounting, information technology, marketing, legal and human resources that are not allocated to the operating segments and are instead presented as “Corporate” in the table above.

All significant intercompany transactions have been eliminated from the results above with only total revenue from external sales being presented.

Geographic Areas

Revenue earned by the Company from customers outside of the United States is not material for any of the periods presented. Additionally, the Company does not have long-lived assets outside of the United States.

F-56

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Revenue by Solution Area

The following table presents total revenue by solution area (in millions):

	Predecessor				Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Revenue by solution area:
Cloud	$	220.2	$	184.1	$	108.9	$	391.7
Security		142.0		90.5		65.8		249.4
Digital Infrastructure		1,903.8		1,118.2		810.8		2,073.8
Total revenue	$	2,266.0	$	1,392.8	$	985.5	$	2,714.9

The type of solution sold by the Company to its customers is based upon internal classifications.

F-57

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Balance Sheets

(in millions, except for share and per share data)

	As of June 30, 2015			As of June 30, 2016
Assets
Current Assets
Cash and cash equivalents	$	26.0		$	26.1
Prepaid expenses and other current assets		1.2			0.9
Total current assets		27.2			27.0
Deferred income tax assets		2.8			3.0
Investment in subsidiaries		305.8			317.1
Total assets	$	335.8		$	347.1
Liabilities and Stockholders’ Equity
Current Liabilities
Accrued expenses and other current liabilities	$	—		$	0.2
Total current liabilities		—			0.2
Total liabilities		—			0.2
Stockholders’ Equity
Preferred stock;
$0.01 par value; 100 shares authorized, zero shares issued and outstanding at June 30, 2016 and June 30, 2015		—			—
Common stock;
$0.01 par value; 100,000,000 shares authorized, 35,961,418 shares issued and outstanding at June 30, 2016; $0.01 par value; 100,000,000 shares authorized, 35,245,974 shares issued and outstanding at June 30, 2015		0.4			0.4
Additional paid-in capital		359.7			374.2
Accumulated deficit		(24.3	)		(27.7	)
Total stockholders’ equity		335.8			346.9
Total liabilities and stockholders’ equity	$	335.8		$	347.1

The accompanying notes to Schedule I are an integral part of these financial statements.

F-58

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Statements of Operations

(in millions)

	November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Operating expenses
General and administrative expenses	$	—		$	0.3
Transaction costs		13.7			—
Total operating expenses		13.7			0.3
Operating loss		(13.7	)		(0.3	)
Interest and other (income) expense
Unrealized loss on equity investment in subsidiaries		14.6			3.2
Other (income) expense, net		—			(0.3	)
Total other expense		14.6			2.9
Loss before income taxes		(28.3	)		(3.2	)
Income tax (benefit) expense		(4.0	)		0.2
Net loss	$	(24.3	)	$	(3.4	)

The accompanying notes to Schedule I are an integral part of these financial statements.

F-59

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Statements of Cash Flows

(in millions)

	November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Net cash provided by operating activities	$	—		$	0.3
Cash flows from investing activities:
Cash paid for investment in subsidiary		(311.8	)		—
Purchases of debt investment in subsidiary		—			(25.0	)
Proceeds from sale of debt investment in subsidiary		—			24.9
Net cash used in investing activities		(311.8	)		(0.1	)
Cash flows from financing activities:
Proceeds from issuance of common stock		337.8			—
Repurchases of common stock		—			(0.1	)
Net cash (used in) provided by financing activities		337.8			(0.1	)
Net increase in cash and cash equivalents		26.0			0.1
Cash and cash equivalents, beginning of the period		—			26.0
Cash and cash equivalents, end of the period	$	26.0		$	26.1

The accompanying notes to Schedule I are an integral part of these financial statements.

F-60

Presidio, Inc.

Schedule I – Parent Company Financial Information

Notes to the Unconsolidated Condensed Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio, Inc., formerly named Aegis Holdings, Inc. (“Aegis”), is a Delaware corporation that was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo Global Management, LLC, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (the “Apollo Funds”) to complete the acquisition of Presidio Holdings Inc. (“Presidio Holdings”). Presidio, Inc. is a holding company with direct ownership of a single wholly owned subsidiary, Presidio Holdings. Presidio Holdings, through its operating subsidiaries, conducts operations and generates income and cash flows, while Presidio, Inc. conducts no separate operations on a standalone basis.

Basis of Presentation

Pursuant to the terms of the credit agreements discussed in Note 11 of the consolidated financial statements, Presidio Holdings and its subsidiaries have restrictions on their ability to, among other things, incur additional indebtedness, make distributions to Presidio, Inc., or make certain intercompany loans and advances. As a result of these restrictions, these parent company financial statements have been prepared in accordance with Rule 12-04 of Regulation S-X, since the restricted net assets of Presidio, Inc.’s subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceeds 25% of the Company’s consolidated net assets as of June 30, 2015. All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

Principles of Consolidation

On a standalone basis, Presidio, Inc. records its investment in Presidio Holdings under the equity method of accounting. Under the equity method, the investment in subsidiaries is stated at cost plus any contributions and its equity share in undistributed net income (loss) of the subsidiaries minus any dividends received. Presidio, Inc.’s share of net income (loss) of its unconsolidated subsidiaries is included in net income (loss) on equity investment in subsidiaries in the statements of operations. Intercompany balances and transactions have not been eliminated. The accompanying financial information should be read in conjunction with the consolidated financial statements and related notes included in this filing.

Significant Accounting Policies

The accounting policies used in the preparation of the parent financial statements are generally consistent with those used in the preparation of the consolidated financial statements of the Company.

In conjunction with the acquisition of Presidio Holdings, Presidio, Inc. has applied the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and has also elected the application of push-down accounting. As a result, the fair value adjustments and goodwill recognized from the transactions are recorded in the financial statements of its subsidiaries and presented as part of Presidio, Inc.’s investment in subsidiaries on the balance sheet.

As discussed in Note 17 of the annual consolidated financial statements, Presidio, Inc. and its subsidiaries file a consolidated federal income tax return and various consolidated state income tax returns. Taxes are allocated to the members of the consolidated return, based on an estimate of the amounts that would be reported if the

F-61

Presidio, Inc.

Schedule I – Parent Company Financial Information

Notes to the Unconsolidated Condensed Financial Statements (Continued)

members were separately filing their tax returns. As a result, for the year ended June 30, 2016 and the period ended June 30, 2015, Presidio, Inc.’s income tax benefit and deferred tax assets excludes any taxes associated with Presidio, Inc.’s investment in its subsidiaries.

Presidio, Inc. does not currently anticipate paying dividends on common stock. Any declaration and payment of future dividends to holders of common stock will be at the discretion of the Board of Directors and will depend on many factors, including Presidio Inc.’s financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board of Directors deems relevant. Presidio, Inc., as a holding company, has no direct operations and its ability to pay dividends is limited to its available cash on hand and any funds received from subsidiaries. The terms of the indebtedness may restrict Presidio, Inc.’s ability to pay dividends, or may restrict the subsidiaries from paying dividends to Presidio, Inc. Under Delaware law, dividends may be payable only out of surplus, which is net assets minus liabilities and capital, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

F-62

Presidio, Inc.

Schedule II — Valuation and Qualifying Accounts

(in millions)

			Additions
Predecessor	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Credits and deductions			Balance at end of period
Year ended June 30, 2014
Provision for sales returns and credit losses	$	5.0	$	3.1	$	—	$	(1.0	)	$	7.1
Provision for inventory obsolescence		1.0		—		—		—			1.0
Provision for residual value and credit losses on financing receivables		2.1		—		—		(0.3	)		1.8
Period from July 1, 2014 to February 1, 2015
Provision for sales returns and credit losses	$	7.1	$	1.1	$	—	$	(1.7	)	$	6.5
Provision for inventory obsolescence		1.0		—		—		—			1.0
Provision for residual value and credit losses on financing receivables		1.8		0.3		—		(0.1	)		2.0
Successor
Period from November 20, 2014 to June 30, 2015
Provision for sales returns and credit losses	$	—	$	0.2	$	3.6	$	—		$	3.8
Provision for inventory obsolescence		—		—		—		—			—
Provision for residual value and credit losses on financing receivables		—		—		2.0		—			2.0
Year ended June 30, 2016
Provision for sales returns and credit losses	$	3.8	$	1.9	$	—	$	(1.9	)	$	3.8
Provision for inventory obsolescence		—		0.1		—		—			0.1
Provision for residual value and credit losses on financing receivables		2.0		—		—		(0.3	)		1.7

F-63

Presidio, Inc.

Consolidated Balance Sheets

(in millions, except share data)

(unaudited)

	As of June 30, 2016			As of December 31, 2016
Assets
Current Assets
Cash and cash equivalents	$	33.0		$	45.5
Accounts receivable, net		503.0			562.7
Unbilled accounts receivable, net		135.7			126.3
Financing receivables, current portion		83.1			89.1
Inventory		48.3			40.0
Prepaid expenses and other current assets		68.2			72.4
Total current assets		871.3			936.0
Property and equipment, net		32.9			33.5
Equipment under operating leases, net		2.9			2.2
Financing receivables, less current portion		102.0			114.0
Goodwill		781.5			781.5
Identifiable intangible assets, net		825.5			788.7
Other assets		7.0			19.9
Total assets	$	2,623.1		$	2,675.8
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	7.4		$	7.4
Accounts payable – trade		382.3			457.7
Accounts payable – floor plan		223.3			186.9
Accrued expenses and other current liabilities		167.1			176.0
Discounted financing receivables, current portion		75.3			82.8
Total current liabilities		855.4			910.8
Long-term debt, net of debt issuance costs and current maturities		1,030.6			1,000.7
Discounted financing receivables, less current portion		87.1			103.7
Deferred income tax liabilities		288.0			278.6
Other liabilities		15.1			25.0
Total liabilities		2,276.2			2,318.8
Commitments and contingencies (Note 11)
Stockholders’ Equity
Preferred stock:
$0.01 par value, 100 shares authorized; zero shares issued and outstanding at December 31, 2016 and June 30, 2016		—			—
Common stock:
$0.01 par value, 100,000,000 shares authorized; 35,969,689 and 35,961,418 shares issued and outstanding at December 31, 2016 and June 30, 2016, respectively		0.4			0.4
Additional paid-in capital		374.2			375.3
Accumulated deficit		(27.7	)		(18.7	)
Total stockholders’ equity		346.9			357.0
Total liabilities and stockholders’ equity	$	2,623.1		$	2,675.8

See Notes to the Consolidated Financial Statements.

F-64

Presidio, Inc.

Consolidated Statements of Operations

(in millions, except share data)

(unaudited)

	Six months ended December 31, 2015		Six months ended December 31, 2016
Revenue
Product	$	1,190.4	$	1,238.6
Service		184.2		220.9
Total revenue		1,374.6		1,459.5
Cost of revenue
Product		958.4		991.0
Service		146.4		177.0
Total cost of revenue		1,104.8		1,168.0
Gross margin		269.8		291.5
Operating expenses
Selling expenses		114.5		134.1
General and administrative expenses		44.9		52.8
Transaction costs		8.9		6.0
Depreciation and amortization		35.3		40.8
Total operating expenses		203.6		233.7
Operating income		66.2		57.8
Interest and other (income) expense
Interest expense		39.4		41.6
Loss on disposal of business		6.8		—
Loss on extinguishment of debt		0.1		0.8
Other (income) expense, net		0.2		0.1
Total interest and other (income) expense		46.5		42.5
Income before income taxes		19.7		15.3
Income tax expense		9.2		6.3
Net income	$	10.5	$	9.0
Earnings per share:
Basic	$	0.30	$	0.25
Diluted	$	0.29	$	0.24

See Notes to the Consolidated Financial Statements.

F-65

Presidio, Inc.

Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Six months ended December 31, 2015			Six months ended December 31, 2016
Cash flows from operating activities:
Net income	$	10.5		$	9.0
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets		31.4			36.8
Depreciation of property and equipment in operating expenses		3.9			4.0
Depreciation of property and equipment in cost of revenue		2.7			2.8
Provision for sales returns and credit losses		0.4			1.4
Amortization of debt issuance costs		3.5			3.4
Loss on extinguishment of debt		0.1			0.8
Loss on disposal of business		6.8			—
Noncash lease income		(1.4	)		(1.7	)
Share-based compensation expense		1.2			1.0
Deferred income tax benefit		(11.4	)		(9.3	)
Other		(0.2	)		0.2
Change in assets and liabilities, net of acquisitions and dispositions:
Unbilled and accounts receivable		(103.6	)		(49.1	)
Inventory		(7.1	)		8.3
Prepaid expenses and other assets		16.1			(18.1	)
Accounts payable – trade		40.0			75.3
Accrued expenses and other liabilities		14.3			18.5
Net cash provided by operating activities		7.2			83.3
Cash flows from investing activities:
Acquisition of businesses, net of cash and cash equivalents acquired		(11.2	)		—
Proceeds from collection of escrow related to acquisition of business		—			0.6
Proceeds from disposition of business		37.6			—
Additions of equipment under sales-type and direct financing leases		(39.7	)		(63.9	)
Proceeds from collection of financing receivables		3.7			7.7
Additions to equipment under operating leases		(2.3	)		(0.8	)
Proceeds from disposition of equipment under operating leases		0.8			0.5
Purchases of property and equipment		(5.5	)		(6.7	)
Net cash used in investing activities		(16.6	)		(62.6	)
Cash flows from financing activities:
Proceeds from the issuance of common stock		—			0.1
Proceeds from the discounting of financing receivables		36.7			66.1
Retirements of discounted financing receivables		(1.0	)		(4.3	)
Net repayments on the receivables securitization facility		—			(5.0	)
Repayments of senior and subordinated notes		(37.4	)		—
Repayments of term loans		(2.9	)		(28.7	)
Net borrowings on floor plan facility		24.9			(36.4	)
Net cash provided by (used in) financing activities		20.3			(8.2	)
Net increase in cash and cash equivalents		10.9			12.5
Cash and cash equivalents:
Beginning of the period		88.3			33.0
End of the period	$	99.2		$	45.5
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	34.6		$	37.4
Income taxes, net of refunds	$	15.0		$	1.7
Reduction of discounted lease assets and liabilities	$	40.7		$	43.6

See Notes to the Consolidated Financial Statements.

F-66

Presidio, Inc.

Consolidated Statements of Stockholders’ Equity

(in millions, except share data)

(unaudited)

	Preferred stock				Common stock				Additional paid-in capital		Accumulated deficit			Total
	Shares		Amount		Shares		Amount
Balance, June 30, 2015		—	$	—		35,245,974	$	0.4	$	359.7	$	(24.3	)	$	335.8
Common stock issued for share-based awards		—		—		11,928		—		—		—			—
Equity consideration in acquisitions		—		—		79,945		—		1.4		—			1.4
Net income		—		—		—		—		—		10.5			10.5
Share-based compensation expense		—		—		—		—		1.2		—			1.2
Balance, December 31, 2015		—	$	—		35,337,847	$	0.4	$	362.3	$	(13.8	)	$	348.9
Balance, June 30, 2016		—	$	—		35,961,418	$	0.4	$	374.2	$	(27.7	)	$	346.9
Common stock issued for share-based awards		—		—		8,271		—		0.1		—			0.1
Net income		—		—		—		—		—		9.0			9.0
Share-based compensation expense		—		—		—		—		1.0		—			1.0
Balance, December 31, 2016		—	$	—		35,969,689	$	0.4	$	375.3	$	(18.7	)	$	357.0

See Notes to the Consolidated Financial Statements.

F-67

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio, Inc. (the “Company,” “we” or “our”), formerly known as Aegis Holdings, Inc., a Delaware corporation, is a holding company for its wholly owned subsidiary, Presidio Holdings Inc., and its operating subsidiaries, which are described below.

Nature of Business

The Company, through its subsidiaries, is a leading provider of comprehensive information technology (“IT”) solutions in North America. The Company offers consulting, IT design and optimization and IT-as-a-service solutions to our customers. The Company’s revenue from solutions consists of the resale of hardware and related software and third-party maintenance agreements, which is reported as product revenue, and the sale of professional, cloud and managed services, which is reported as service revenue. The Company implements IT solutions for its customers on a national and international basis, although the Company’s principal markets are located in the continental United States. The Company operates primarily through two indirect wholly owned subsidiaries of Presidio LLC:

• Presidio Networked Solutions LLC (“PNS”), a leading provider of lifecycle-based IT solutions and services. The PNS business includes the operations of Presidio Networked Solutions Group LLC (“PNSG”) and Presidio Infrastructure Solutions LLC (“PIS”). On January 3, 2017, PIS was merged with and into PNSG with PNSG being the surviving entity.

• Presidio Technology Capital, LLC (“PTC”), an IT infrastructure leasing company.

The Company also has an indirect wholly owned non-operating subsidiary, Presidio Capital Funding LLC (“PCF”), which is utilized for the receivables securitization facility.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting periods. The consolidated financial statements do not include all disclosures normally made in annual financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended June 30, 2016. All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

In management’s opinion, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods shown have been made. All other adjustments are of a normal recurring nature.

The Company has evaluated subsequent events through the issue date of these consolidated financial statements.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of Presidio, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

F-68

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates are used when accounting for items and matters, including, but not limited to, revenue recognition, asset residual values, partner incentive rebate programs, goodwill, identifiable intangible assets, measurement of income tax assets and liabilities, and provisions for doubtful accounts, credit losses, inventory obsolescence and other contingencies. Actual results could differ from management’s estimates.

Other Comprehensive Income (Loss)

The Company did not have any components of other comprehensive income (loss) for any of the periods presented.

Recent Accounting Pronouncements Adopted During the Period

In March 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which provides areas for simplification in the accounting for share-based payment transactions. Areas included for simplification include, but are not limited to, accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures, and minimum statutory withholding. The standard has an effective date for public companies for annual periods beginning after December 15, 2016 and interim periods within these annual periods, with early adoption permitted. The Company elected to early adopt this standard in the second quarter ended December 31, 2016. Early adoption of this standard requires that adjustments be reflected back to the beginning of the fiscal year. Adopting this standard had an immaterial impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

The Company is still evaluating the impact of the additional accounting pronouncements not yet adopted as of June 30, 2016.

Note 2. Acquisitions

Netech Corporation

During the six months ended December 31, 2016, the Company collected the $0.6 million that was due back to the Company from escrow accounts as a result of final post-closing purchase price adjustments related to the net working capital as of the closing date of February 1, 2016.

F-69

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in millions):

	June 30, 2016		December 31, 2016
Partner incentive program receivable	$	27.3	$	25.7
Prepaid income taxes		10.4		0.7
Deferred product costs		5.3		28.7
Other prepaid expenses and other current assets		25.2		17.3
Total prepaid expenses and other current assets	$	68.2	$	72.4

Note 4. Financing Receivables and Operating Leases

The Company records the lease receivables related to discounted sales-type or direct financing leases as financing receivables, and the related liability resulting from discounting customer payment streams as discounted financing receivables, in the Company’s consolidated balance sheets. Discounted customer payment streams are typically collateralized by a security interest in the underlying assets being leased.

Financing receivable – The assets and related liabilities for discounted and not discounted sales-type and direct financing leases to financial institutions were as follows (in millions):

June 30, 2016	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	168.5		$	18.4		$	186.9
Estimated net residual values		—			7.9			7.9
Unearned income		(7.4	)		(1.6	)		(9.0	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	161.1		$	24.0		$	185.1
Reported as:
Current	$	74.4		$	8.7		$	83.1
Long-term		86.7			15.3			102.0
Total, net	$	161.1		$	24.0		$	185.1
Discounted financing receivables:
Nonrecourse	$	159.2		$	—		$	159.2
Recourse		1.0			—			1.0
Total	$	160.2		$	—		$	160.2
Reported as:
Current	$	73.9		$	—		$	73.9
Long-term		86.3			—			86.3
Total	$	160.2		$	—		$	160.2

F-70

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

December 31, 2016	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	200.6		$	5.7		$	206.3
Estimated net residual values		—			7.8			7.8
Unearned income		(9.4	)		(0.9	)		(10.3	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	191.2		$	11.9		$	203.1
Reported as:
Current	$	83.7		$	5.4		$	89.1
Long-term		107.5			6.5			114.0
Total, net	$	191.2		$	11.9		$	203.1
Discounted financing receivables:
Nonrecourse	$	185.1		$	—		$	185.1
Recourse		—			—			—
Total	$	185.1		$	—		$	185.1
Reported as:
Current	$	81.8		$	—		$	81.8
Long-term		103.3			—			103.3
Total	$	185.1		$	—		$	185.1

The discounted financing receivables associated with sales-type and direct financing type leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with operating leases, which is discussed below.

Operating leases – Equipment under operating leases and accumulated depreciation were as follows (in millions):

	June 30, 2016			December 31, 2016
Equipment under operating leases	$	5.6		$	5.9
Accumulated depreciation		(2.7	)		(3.7	)
Total equipment under operating leases, net	$	2.9		$	2.2

Depreciation expense associated with equipment under operating leases that is included in cost of product revenue within the Company’s consolidated statements of operations was $1.0 million and $1.3 million for the six months ended December 31, 2016 and 2015, respectively.

Liabilities for discounted operating leases to financial institutions were as follows (in millions):

	June 30, 2016		December 31, 2016
Discounted operating leases:
Current	$	1.4	$	1.0
Noncurrent		0.8		0.4
Total	$	2.2	$	1.4

F-71

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

The discounted financing receivables associated with operating leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with sales-type and direct financing type leases which are discussed above.

Note 5. Property and Equipment

Property and equipment and accumulated depreciation and amortization were as follows (in millions):

	Estimated useful lives		June 30, 2016			December 31, 2016
Furniture and fixtures		3 to 7 years	$	4.7		$	4.9
Equipment		3 to 7 years		18.1			21.1
Software		3 years		14.4			15.9
Leasehold improvements		Life of lease		11.2			13.2
Total property and equipment				48.4			55.1
Accumulated depreciation and amortization				(15.5	)		(21.6	)
Total property and equipment, net			$	32.9		$	33.5

Depreciation and amortization associated with property and equipment that is included in depreciation and amortization within the Company’s consolidated statements of operations was $4.0 million and $3.9 million for the six months ended December 31, 2016 and 2015, respectively.

Depreciation and amortization expense associated with property and equipment directly utilized in support of managed services and managed cloud contracts that is included in cost of service revenue within the Company’s consolidated statements of operations was $1.8 million and $1.4 million for the six months ended December 31, 2016 and 2015, respectively.

Note 6. Goodwill and Identifiable Intangible Assets

Goodwill

There were no changes to the goodwill balance during the period from June 30, 2016 to December 31, 2016. From June 30, 2016 through the date of the consolidated financial statements, no significant events have occurred that would lead us to believe that goodwill is more likely than not impaired.

Identifiable Intangible Assets

Identifiable intangible assets consisted of the following (in millions):

June 30, 2016	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(89.4	)	$	613.8
Developed technology		5		3.6		(0.9	)		2.7
Non-compete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(1.1	)		4.0
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(92.0	)	$	825.5

F-72

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

December 31, 2016	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(124.7	)	$	578.5
Developed technology		5		3.6		(1.2	)		2.4
Noncompete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(2.3	)		2.8
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(128.8	)	$	788.7

Amortization associated with intangible assets was $36.8 million and $31.4 million for the six months ended December 31, 2016 and 2015, respectively. The weighted-average remaining useful life of the finite-lived intangible assets was 8.2 years and 8.7 years as of December 31, 2016 and June 30, 2016, respectively.

From June 30, 2016 through the date of the consolidated financial statements, no significant events have occurred that would lead us to believe that the indefinite-lived trade names were more likely than not impaired.

Based on the finite-lived intangible assets recorded at December 31, 2016, the future amortization expense is expected to be as follows (in millions):

Years ending June 30,
2017 (remaining six months)	$	36.8
2018		72.5
2019		71.1
2020		70.8
2021		70.4
2022 and thereafter		262.1
Total	$	583.7

Note 7. Accounts Payable – Floor Plan

The accounts payable – floor plan balances on the consolidated balance sheets relate to an agreement with a financial institution that provides an indirect wholly owned subsidiary of the Company with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are noninterest bearing, provided they are paid when due. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are guaranteed by Presidio, LLC and subsidiaries. As of December 31, 2016 and June 30, 2016, the aggregate availability for purchases under the floor plan is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable - floor plan facility were $186.9 million and $223.3 million as of December 31, 2016 and June 30, 2016, respectively.

F-73

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):

	June 30, 2016		December 31, 2016
Accrued compensation	$	66.1	$	62.4
Accrued interest		21.4		22.4
Accrued equipment purchases/vendor expenses		27.5		31.3
Accrued income taxes		—		4.0
Accrued non-income taxes		12.2		13.7
Customer deposits, current portion		8.8		8.3
Unearned revenue		30.8		30.6
Other accrued expenses and current liabilities		0.3		3.3
Total accrued expenses and other current liabilities	$	167.1	$	176.0

Note 9. Long-Term Debt and Credit Agreements

Long-term debt consisted of the following (in millions):

	June 30, 2016			December 31, 2016
Revolving credit facility	$	—		$	—
Receivables securitization loan		5.0			—
Term loan facility, due February 2022		732.3			703.6
Senior notes, 10.25% due February 2023		222.5			222.5
Senior subordinated notes, 10.25% due February 2023		111.8			111.8
Total long-term debt		1,071.6			1,037.9
Unamortized debt issuance costs		(33.6	)		(29.8	)
Total long-term debt, net of debt issuance costs	$	1,038.0		$	1,008.1
Reported as:
Current	$	7.4		$	7.4
Long-term		1,030.6			1,000.7
Total long-term debt, net of debt issuance costs	$	1,038.0		$	1,008.1

As of December 31, 2016, there were no outstanding borrowings on the revolving credit facility and there were $1.5 million in letters of credit outstanding. The Company was in compliance with the covenants and had $48.5 million available for borrowings under the facility as of December 31, 2016.

As of December 31, 2016, there were no outstanding borrowings under the receivables securitization facility. The Company had $190.5 million available under the receivables securitization facility based on the collateral available as of December 31, 2016.

On December 30, 2016, the Company made a $25.0 million voluntary prepayment on the term loan, resulting in a $0.8 million loss on extinguishment of debt in the Company’s consolidated statement of operations associated with the write-off of debt issuance costs.

F-74

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 10. Fair Value Measurements

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts and unbilled receivables, accounts payable – trade, accounts payable – floor plan, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. Additionally, the Company’s financing receivables, and acquisition-related liabilities were measured at their respective fair values upon initial recognition.

The fair value hierarchy for the Company’s financial assets and liabilities measured at fair value were as follows (in millions):

			Fair value measurement
June 30, 2016	Carrying value		Level 1		Level 2		Level 3
Receivable securitization facility	$	5.0	$	—	$	—	$	5.0
Term loan		732.3		—		714.0		—
Senior notes		222.5		—		227.6		—
Senior subordinated notes		111.8		—		115.7		—
Total	$	1,071.6	$	—	$	1,057.3	$	5.0
			Fair value measurement
December 31, 2016	Carrying value		Level 1		Level 2		Level 3
Term loan	$	703.6	$	—	$	711.6	$	—
Senior notes		222.5		—		245.3		—
Senior subordinated notes		111.8		—		120.3		—
Total	$	1,037.9	$	—	$	1,077.2	$	—

The fair value of the Company’s term loans, senior notes and senior subordinated notes are estimated based on quoted market prices for the debt which is traded in over-the-counter secondary markets that are not considered active. The carrying value of the Company’s term loans, senior notes and senior subordinated notes excludes unamortized deferred financing costs and original issue discounts.

For certain of the Company’s nonfinancial assets, including goodwill, intangible assets, and property and equipment the Company may be required to assess the fair values of these assets, on a recurring or nonrecurring basis, and record an impairment if the carrying value exceeds the fair value. In determining the fair value of these assets, the Company may use a combination of valuation methods which include Level 3 inputs. For the periods presented, there were no impairments charges.

Note 11. Commitments and Contingencies

Claims and assessments – In the normal course of business, the Company is subject to certain claims and assessments that arise in the ordinary course of business. The Company records a liability when the Company believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or financial position of the Company.

F-75

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

On July 14, 2015, the Company received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. The Company is fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, the Company received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating to Company contracts with the Internal Revenue Service as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. The Company is fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Note 12. Earnings Per Share

The following is a reconciliation of the weighted-average number of shares used to compute basic and diluted earnings per share (“EPS”) (in millions except for share and per share data):

	Six months ended December 31, 2015		Six months ended December 31, 2016
Numerator:
Earnings	$	10.5	$	9.0
Denominator:
Weighted-average shares – basic		35,264,021		35,967,493
Effect of dilutive securities:
Stock options		788,138		1,344,702
Weighted-average shares – diluted		36,052,159		37,312,195
Earnings per share:
Basic	$	0.30	$	0.25
Diluted	$	0.29	$	0.24

Potentially dilutive securities that have been excluded from the computation of diluted weighted-average common shares outstanding because their inclusion would have been anti-dilutive consist of the following:

	Six months ended December 31, 2015		Six months ended December 31, 2016
Stock options excluded from EPS because of anti-dilution		28,862		241,110
Stock options excluded from EPS because performance condition has not been met		1,638,039		1,751,777
Total stock options excluded from EPS		1,666,901		1,992,887

F-76

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 13. Related Party Transactions

Apollo Global Management, LLC (together with its subsidiaries, “Apollo”) is a leading alternative investment management firm which owns and operates businesses across a variety of industries. The Company recorded revenue to parties affiliated with Apollo or its directors of $2.1 million and $1.2 million for the six months ended December 31, 2016 and 2015, respectively. As of December 31, 2016 and June 30, 2016, the outstanding receivables associated with parties affiliated with Apollo or its directors were $1.8 million and $0.2 million, respectively.

As of December 31, 2016 and June 30, 2016, an alternative investment vehicle formed by the limited partners of the Apollo Funds owned substantially all of the economic interests in the Subordinated Notes pursuant to certain derivative arrangements entered into with Deutsche Bank AG, who is the holder of 100% of the Senior Subordinated Notes.

The Company leases an office that is owned by members of the Company’s management. The office location was carried over from a prior acquisition and the Company has continued to renew the lease. Rent expense for the office was $0.2 million and $0.2 million for the six months ended December 31, 2016 and 2015, respectively.

Note 14. Segment Information

Since October 22, 2015, the Company has operated as one reportable segment, the PNS segment. The change in reportable segments was made in connection with the sale of the Company’s other reportable segment, the Atlantix segment, to an unaffiliated third party on October 22, 2015.

Geographic Areas

Revenue earned by the Company from customers outside of the United States is not material for any of the periods presented. Additionally, the Company does not have long-lived assets outside of the United States.

Revenue by Solution Area

The following table presents total revenue by solution area (in millions):

	Six months ended December 31, 2015		Six months ended December 31, 2016
Cloud	$	193.7	$	248.1
Security		130.0		136.5
Digital Infrastructure		1,050.9		1,074.9
Total revenue	$	1,374.6	$	1,459.5

The type of solution sold by the Company to its customers is based upon internal classifications.

Note 15. Subsequent Events

On January 19, 2017, the terms of the February 2015 Credit Agreement were amended pursuant to Incremental Assumption Agreement and Amendment No. 4 (the “January 2017 Amendment”) to, among other things, lower the applicable margin for all term loans outstanding under the February 2015 Credit Agreement to 3.50% in the case of LIBOR rate borrowings and 2.50% in the case of base rate borrowings. In addition, the January 2017 Amendment provides that from and after the date that Presidio Holdings Inc. delivers a certificate to the

F-77

Presidio, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Administrative Agent certifying that (i) a qualifying initial public offering has occurred and (ii) as of the date of such certificate, the net total leverage ratio, calculated on a pro forma basis, is less than 4.00 to 1.00, the applicable margin for term loans outstanding under the February 2015 Credit Agreement will be reduced by an additional 0.25%. In addition, the January 2017 Amendment reset the amortization payments at a rate of 1.00% per annum, payable quarterly on the principal amount of term loans outstanding as of the date of the January 2017 Amendment, which principal amount was $703.6 million.

F-78

                    shares

Common stock

Prospectus

J.P. Morgan	Citigroup
Barclays	RBC Capital Markets

Credit Suisse Goldman, Sachs & Co. Wells Fargo Securities Evercore ISI

Guggenheim Securities Apollo Global Securities LionTree

Prospectus dated             ,             .

Until                     (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Presidio in connection with the issuance and distribution of the securities being registered. All amounts are estimates, except the SEC registration, Financial Industry Regulatory Authority, Inc. and stock exchange filing and listing fees. All expenses below are payable by the Registrant.

SEC registration fee	$	11,590
NASDAQ filing fee and listing fee		25,000
Transfer agent and registrar fees		4,500
Printing and engraving expenses		*
Legal and accounting fees and expenses		*
Financial Industry Regulatory Authority, Inc. filing fee		15,500
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

The Registrant is a Delaware corporation.

Section 145(a) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue, or matter therein, he shall be indemnified against any expenses actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as

II-1

such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

Our Amended Certificate provides for the indemnification of directors and officers to the fullest extent permitted by the DGCL. Our Amended Certificate also provides that, in any action initiated by a person seeking indemnification, we shall bear the burden of proof that the person is not entitled to indemnification.

Section 102(b)(7) of the DGCL provides that a Delaware corporation may, with certain limitations, set forth in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Our Amended Certificate includes such a provision.

Section 145(g) of the DGCL provides that a Delaware corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the corporation or, if serving in such capacity at the request of the corporation, of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the DGCL. Our Amended Certificate permits us to maintain insurance, at our expense, to protect us or any directors or officers of the company or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement contains certain provisions pursuant to which certain officers, directors and control persons of the Registrant may be entitled to be indemnified by the underwriters named therein.

Item 15. Recent Sales of Unregistered Securities.

Set forth below in chronological order is certain information regarding securities issued by the Registrant during the three years preceding the filing of this registration statement in transactions that were not registered under the Securities Act, including the consideration, if any, received by the Registrant for such issuances. None of these transactions involved any underwriters or any public offerings. Each of these transactions was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act or Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering. With respect to each transaction listed below, no general solicitation was made by either the Registrant or any person acting on its behalf; the recipient of our securities agreed that the securities would be subject to the standard restrictions applicable to a private placement of securities under applicable state and federal securities laws; and appropriate legends were affixed to the certificates issued in such transactions.

The data in this Item 15 does not currently reflect the Stock Split. After the Stock Split is effected, and before the effectiveness of the registration statement of which this prospectus forms a part, the Registrant will update the data in this Item 15 to reflect the Stock Split.

Management Rollover

Upon the closing of our acquisition by certain investment funds affiliated with or managed by Apollo Global Management, LLC and its subsidiaries, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds, certain employees and officers were offered the opportunity to exchange (1) shares of Presidio Holdings, Inc., a Delaware corporation, common stock for shares of our common stock and/or (2) options to purchase Presidio Holdings, Inc., a Delaware corporation, common stock for options to purchase

II-2

our common stock. As a result, on February 2, 2015, certain employees and officers received 1,465,974 shares and 885,344 options to purchase our common stock, as follows:

• 405,595 options to purchase our common stock with an exercise price of $1.53;

• 396,986 options to purchase our common stock with an exercise price of $2.86;

• 55,452 options to purchase our common stock with an exercise price of $6.26; and

• 27,311 options to purchase our common stock with an exercise price of $7.64.

Common Stock Purchased and Stock Options Granted Pursuant to Employee Benefit Plans

During the three years preceding the date of this filing, certain of our current and former officers, directors and employees purchased an aggregate of 302,699 shares of our common stock pursuant to the equity plans then in effect:

• On June 10, 2015, 275,000 shares were purchased by two of our directors at a price of $10.00 per share.

• On June 15, 2015, 5,000 shares were purchased by an employee at a price of $10.00 per share.

• On December 15, 2015, 11,928 shares were purchased by an employee who exercised stock options with an exercise price of $2.86 per share.

• On July 12, 2016, 3,588 shares were purchased by an employee who exercised stock options with an exercise price of $1.53 per share.

• On July 12, 2016, 1,883 shares were purchased by an employee who exercised stock options with an exercise price of $6.26 per share.

• On October 31, 2016, 300 shares were purchased by an employee who exercised stock options with an exercise price of $10.00 per share.

• On November 1, 2016, 2,500 shares were purchased by an employee who exercised stock options with an exercise price of $10.00 per share.

• On January 18, 2017, 2,500 shares were purchased by an employee who exercised stock options with an exercise price of $10.00 per share.

In addition, during the same period, we granted certain of our directors, officers and employees the following options relating to shares of our common stock pursuant to the equity plans then in effect:

• On March 11, 2015, 3,266,000 options with an exercise price of $10.00 per share.

• On May 5, 2015, 10,000 options with an exercise price of $10.00 per share.

• On June 5, 2015, 30,000 options with an exercise price of $10.00 per share.

• On October 1, 2015, 19,873 options with an exercise price of $12.58 per share.

• On November 1, 2015, 15,000 options with an exercise price of $12.58 per share.

• On February 26, 2016, 115,503 options with an exercise price of $17.50 per share.

• On May 19, 2016, 47,500 options with an exercise price of $17.50 per share.

• On August 10, 2016, 35,714 options with an exercise price of $17.50 per share.

• On November 11, 2016, 22,314 options with an exercise price of $21.96 per share.

• On December 12, 2016, 11,385 options with an exercise price of $21.96 per share.

II-3

Common Stock Purchased and Stock Options Granted Pursuant to Acquisitions

Upon closing of our acquisition of Sequoia Worldwide LLC and Netech Corporation, certain officers and employees of the target companies received as part of the purchase price an aggregate of 708,516 shares of our common stock. In addition, at closing, we granted certain officers and directors of these companies the following options relating to shares of our common stock:

• On November 24, 2015, 57,715 options with an exercise price of $17.50 per share were granted to certain employees of Sequoia Worldwide LLC.

• On February 1, 2016, 226,285 options with an exercise price of $17.50 per share were granted to certain employees of Netech Corporation.

Senior Notes

On February 2, 2015, we sold $250,000,000 of 10.25% Senior Notes due 2023 to certain initial purchasers pursuant to a Purchase Agreement dated January 30, 2015. This issuance was covered by the exemption in Section 4(a)(2) of the Securities Act. The notes are guaranteed by certain of our subsidiaries and are unsecured.

Senior Subordinated Notes

On February 2, 2015, we sold $150,000,000 of 10.25% Senior Subordinated Notes due 2023 to certain initial purchasers pursuant to a Purchase Agreement dated January 30, 2015. This issuance was covered by the exemption in Section 4(a)(2) of the Securities Act. Such notes are guaranteed by certain of our subsidiaries and are unsecured.

Item 16. Exhibits, Financial Statements and Financial Statement Schedules.

(a) Exhibits

The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

(b) Financial statement schedules

See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this registration statement. All schedules not identified above have been omitted because they are not required, are inapplicable, or the information is included in the consolidated financial statements or notes contained in this registration statement.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

The undersigned registrant hereby undertakes that:

(i) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 15 day of February, 2017.

PRESIDIO, INC.
By:	/s/    Robert Cagnazzi
	Name:	Robert Cagnazzi
	Title:	Chief Executive Officer

Each person whose signature appears below constitutes and appoints Robert Cagnazzi, Dave Hart and Elliot Brecher and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/    Robert Cagnazzi         Robert Cagnazzi	Chief Executive Officer and Director (Principal Executive Officer)	February 15, 2017
/s/    Paul Fletcher         Paul Fletcher	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 15, 2017
* Matthew H. Nord	Director	February 15, 2017
* Christopher L. Edson	Director	February 15, 2017
* Giovanni Visentin	Director and Chairman of the Board	February 15, 2017

II-6

Signature	Title	Date
* Joseph Trost	Director	February 15, 2017
* Todd H. Siegel	Director	February 15, 2017
* Pankaj Patel	Director	February 15, 2017
/s/    Salim Hirji         Salim Hirji	Director	February 15, 2017
/s/    Steven Lerner         Steven Lerner	Director	February 15, 2017

* By:	/s/    Robert Cagnazzi
	Robert Cagnazzi, as Attorney-in-Fact

II-7

Index to Exhibits

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1	Form of Amended and Restated Certificate of Incorporation of Presidio, Inc.
3.2	Form of Amended and Restated Bylaws of Presidio, Inc.
4.1**	Indenture governing the 10.25% Senior Notes due 2023, dated as of February 2, 2015 (the “Senior Notes Indenture”), among Presidio Holdings Inc., as Issuer (the “Senior Notes Issuer”), the Subsidiary Guarantors party thereto from time to time, and Wilmington Trust, National Association, as Trustee.
4.2**	Indenture governing the 10.25% Senior Subordinated Notes due 2023, dated as of February 2, 2015 (the “Subordinated Notes Indenture”), among Presidio Holdings Inc., as Issuer (the “Subordinated Notes Issuer”), the Subsidiary Guarantors party thereto from time to time, and Wilmington Trust, National Association, as Trustee.
4.3**	First Supplemental Indenture, dated as of January 12, 2016, among the Senior Notes Issuer, Presidio Infrastructure Solutions LLC, as a New Subsidiary Guarantor, and Wilmington Trust, National Association, as Trustee, under the Senior Notes Indenture.
4.4**	First Supplemental Indenture, dated as of January 12, 2016, among the Subordinated Notes Issuer, Presidio Infrastructure Solutions LLC, as a New Subsidiary Guarantor, and Wilmington Trust, National Association, as Trustee, under the Subordinated Notes Indenture.
4.5**	Form of common stock certificate of Presidio, Inc.
4.6	Form of Amended Management Stockholders Agreement.
4.7	Form of Apollo Stockholders Agreement.
5.1**	Form of Opinion of Wachtell, Lipton, Rosen & Katz.
10.1**	Credit Agreement, dated as of February 2, 2015, among Presidio Holdings Inc., as Holdings, Presidio IS LLC, as Intermediate Holdings, Presidio LLC, as Company and a Borrower, Presidio Networked Solutions LLC, as a Borrower, the Lenders Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.2**	Incremental Assumption Agreement and Amendment No. 1, dated as of May 19, 2015, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto, the Refinancing Term Lender Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.3**	Incremental Assumption Agreement and Amendment No. 2, dated as of February 1, 2016, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto, the Incremental Term Lender Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.4**	Incremental Assumption Agreement and Amendment No. 3, dated as of May 27, 2016, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto and Credit Suisse AG, Cayman Islands Branch, as Incremental Term Lender and as Administrative Agent.

II-8

Exhibit No.	Description of Exhibit
10.5**	Second Amended and Restated Receivables Purchase Agreement, dated as of February 2, 2015, among Presidio Capital Funding LLC, as Seller, Presidio LLC, as Servicer, the Sub-Servicers Party Thereto, and PNC Bank, National Association, as Administrator.
10.6**	Amendment No. 1 to the Second Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Guaranty, dated as of February 8, 2016, among Presidio Capital Funding LLC, as Seller, Presidio LLC, as Servicer, Presidio Networked Solutions LLC, as Sub-Servicer, Presidio IS LLC, as Performance Guarantor and PNC Bank, National Association, as Administrator.
10.7**	Third Amended and Restated Credit Agreement, dated February 28, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC (f/k/a INX LLC and as successor to Bluewater Communications Group LLC).
10.8**	First Amendment to the Third Amended and Restated Credit Agreement, dated March 26, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC (f/k/a INX LLC and as successor to Bluewater Communications Group LLC).
10.9**	Acknowledgement and Second Amendment to the Third Amended and Restated Credit Agreement, dated November 25, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC.
10.10**	Third Amendment to the Third Amended and Restated Credit Agreement, dated February 1, 2016, among Presidio Networked Solutions Group, LLC, Presidio Infrastructure Solutions LLC and Castle Pines Capital LLC.
10.11+	Systems Integrator Agreement by and between Cisco Systems, Inc. and Presidio Networked Solutions LLC (f/k/a The Presidio Corporation) dated as of May 14, 2002 (as amended on June 3, 2002, July 12, 2006, April 23, 2007, March 28, 2008, February 10, 2009, March 14, 2011, January 25, 2012, March 1, 2012, March 15, 2013 April 16, 2013, May 17, 2013, July 30, 2013, September 12, 2013, December 13, 2013, February 20, 2014, March 10, 2014, February 26, 2016, May 3, 2016, July 1, 2016, August 5, 2016, September 8, 2016, November 8, 2016, January 10, 2017 and February 7, 2017) (with addendums dated as of October 13, 2011, December 21, 2012, May 2, 2013 and February 3, 2014).
10.12**	Lease by and between 4C Realty, LLC and Presidio Networked Solutions LLC, dated September 17, 2014.
10.13**	Incremental Assumption Agreement and Amendment No. 4, dated as of January 19, 2017, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto and Credit Suisse AG, Cayman Islands Branch, as Refinancing Term Lender and as Administrative Agent.
10.14**	Form of Indemnification Agreement.
10.15	Form of Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan.
10.16	Form of Rollover Option Agreement under the Amended and Restated 2015 Long-Term Incentive Plan.

II-9

Exhibit No.	Description of Exhibit
10.17	Form of Option Agreement under the Amended and Restated 2015 Long-Term Incentive Plan.
10.18	Form of Presidio, Inc. Executive Bonus Plan.
10.19	Form of Presidio, Inc. 2017 Long-Term Incentive Plan.
10.20	Form of Option Award Certificate under the 2017 Long-Term Incentive Plan.
10.21	Form of Amended and Restated Employment Agreement, by and between Presidio, Inc. and Robert Cagnazzi.
10.22	Employment Agreement, by and between Presidio, Inc. and Paul Fletcher dated as of September 30, 2010.
10.23	Form of Employment Agreement, by and between Presidio, Inc. and David Hart.
10.24	Form of Employment Agreement, by and between Presidio, Inc. and Elliot Brecher.
10.25	Form of Employment Agreement, by and between Presidio, Inc. and Vinu Thomas.
10.26	Form of Presidio, Inc. Employee Stock Purchase Plan.
10.27	Form of Stay Bonus Agreement.
10.28	Letter to Dr. Steven Lerner, dated as of February 6, 2017.
10.29	Notes Purchase Agreement, by and among Presidio, Inc. and Deutsche Bank AG, London Branch, dated as of February 15, 2017.
10.30	Letter to Pankaj Patel, dated as of May 16, 2016.
21.1**	Subsidiaries of Presidio, Inc.
23.1**	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
23.2	Consent of RSM US LLP.
23.3	Consent of Gartner, Inc.
24.1	Power of Attorney (included in signature pages).

* To be filed by amendment.

** Previously filed.

+ Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the SEC.

II-10

EX-3.1

Exhibit 3.1

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PRESIDIO, INC.

Presidio, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

1.    The name of the corporation is Presidio, Inc., which was originally incorporated under the name “Aegis Holdings, Inc.”

2.    The Corporation’s Certificate of Incorporation was filed with the Secretary of State of Delaware on November 20, 2014; the Corporation’s Amended and Restated Certificate (the “First Amended and Restated Certificate of Incorporation”) was filed with the Secretary of State of Delaware on February 3, 2015; and the Corporation’s First Amended and Restated Certificate of Incorporation was amended in part on September 15, 2016.

3.    Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation has been duly adopted in accordance therewith, and amends, restates and integrates the provisions of the First Amended and Restated Certificate of Incorporation.

4.    The text of the First Amended and Restated Certificate of Incorporation, as amended, is further amended and restated by this Amended and Restated Certificate of Incorporation to read in its entirety as follows:

ARTICLE I

NAME

The name of this Corporation is Presidio, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT FOR SERVICE

The registered office of the Corporation in the State of Delaware is located at Suite 400, 2711 Centerville Road, City of Wilmington, County of New Castle. The name and address of the Corporation’s registered agent for service of process in Delaware is:

Corporation Service Company

Suite 400

2711 Centerville Road

Wilmington, Delaware 19808

ARTICLE III

CORPORATE PURPOSES

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

CAPITAL STOCK

(1)    Shares, Classes and Series Authorized. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is [●] shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows:

(a)    [●] shares of Common Stock, $0.01 par value (“Common Stock”).

(b)    [●] shares of Preferred Stock, $0.01 par value (“Preferred Stock”).

(2)    Powers and Rights of the Common Stock. Except as otherwise expressly provided in this Amended and Restated Certificate of Incorporation, all issued and outstanding shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and powers.

(a)    Voting Rights and Powers. Except as otherwise provided in this Amended and Restated Certificate of Incorporation or required by law, with respect to all matters upon which stockholders are entitled to vote, the holders of the outstanding shares of Common Stock shall vote together with the holders of any other outstanding shares of capital stock of the Corporation entitled to vote, without regard to class, and every holder of outstanding shares of Common Stock shall be entitled to cast thereon one vote in person or by proxy for each share of Common Stock standing in such holder’s name. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting in the election of directors. The holders of shares of Common Stock shall have the relevant class voting rights and powers set forth in Section (3) of this Article IV.

(b)    Dividends. Subject to the rights and preferences of any Preferred Stock set forth in any resolution or resolutions providing for the issuance of such stock as set forth in Section (3) of this Article IV, the holders of Common Stock shall be entitled to receive ratably such dividends, as may from time to time be declared by the Board of Directors out of funds legally available therefor.

2

(c)    Distribution of Assets Upon Liquidation. In the event the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, after there shall have been paid or set aside for the holders of all shares of the Preferred Stock then outstanding the full preferential amounts to which they are entitled under this Article IV or the resolutions, as the case may be, authorizing the issuance of such Preferred Stock, the net assets of the Corporation remaining thereafter shall be divided ratably among the holders of Common Stock.

(3)    Powers and Rights of the Preferred Stock. The Preferred Stock may be issued from time to time in one or more series, with such distinctive serial designations as may be stated or expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the Board of Directors; and in such resolution or resolutions providing for the issuance of shares of each particular series, the Board of Directors is also expressly authorized to fix: the right to vote, if any; the consideration for which the shares of such series are to be issued; the number of shares constituting such series, which number may be increased (except as otherwise fixed by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; the rate of dividends upon shares of such series and the times at which such dividends shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the Corporation; whether such dividends shall be cumulative or non-cumulative, and, if cumulative, the date or dates from which dividends on shares of such series shall be cumulative; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, merger, consolidation, distribution or sale of assets, dissolution or winding up of the affairs of the Corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for shares of any other class or classes or any other series of stock of the Corporation or for any debt securities of the Corporation and the terms and conditions, including, without limitation, price and rate of exchange, of such conversion or exchange; whether shares of such series shall be subject to redemption, and the redemption price or prices and other terms of redemption, if any, for shares of such series including, without limitation, a redemption price or prices payable in shares of Common Stock; the terms and amounts of any sinking fund for the purchase or redemption of shares of such series; and any and all other powers, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof pertaining to shares of such series permitted by law.

(4)    Issuance of Common Stock and Preferred Stock. The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of Common Stock and Preferred Stock herein authorized in accordance with the terms and conditions set forth in this Amended and Restated Certificate of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration, and in the case of the Preferred Stock, in one or more series, all as the Board of Directors in its discretion may determine and without any vote or other action by any of the stockholders of the Corporation, except as otherwise required by law.

3

ARTICLE V

DIRECTORS

(1)    Power of the Board of Directors. The property and business of the Corporation shall be controlled and managed by or under the direction of its Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized:

(a)    To adopt, amend, alter, change or repeal the Bylaws of the Corporation; provided that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted;

(b)    To determine the rights, powers, duties, rules and procedures that affect the power of the Board of Directors to manage and direct the property, business and affairs of the Corporation, including, without limitation, the power to designate and empower committees of the Board of Directors, to elect, appoint and empower the officers and other agents of the Corporation, and to determine the time and place of, and the notice requirements for, Board meetings, as well as the manner of taking Board action; and

(c)    To exercise all such powers and do all such acts as may be exercised by the Corporation, subject to the provisions of the laws of the State of Delaware, this Amended and Restated Certificate of Incorporation, and the Bylaws of the Corporation.

(2)    Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors pursuant to the Bylaws of the Corporation, by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, but shall never be less than the minimum number required by the General Corporation Law of the State of Delaware. As used in this Amended and Restated Certificate of Incorporation, the term “entire Board of Directors” means the total number of directors fixed in the manner provided in this Article V, Section (2) and in the Bylaws of the Corporation.

(3)    Classification of Directors. The directors shall be classified, with respect to the terms for which they severally hold office, into three classes, Class I, Class II and Class III, as nearly equal in number as possible. The Class I directors shall serve for a term expiring at the annual meeting of stockholders first occurring after the date of this Amended and Restated Certificate of Incorporation; the Class II directors shall serve for a term expiring at the second annual meeting of stockholders occurring after this Amended and Restated Certificate of Incorporation; and the Class III directors shall serve for a term expiring at the third annual meeting of stockholders occurring after the date of this Amended and Restated Certificate of Incorporation. At each annual meeting of stockholders, the successor or successors to the class of directors whose term expires at that meeting shall be elected in accordance with the Bylaws, and shall hold office for a term expiring at the annual meeting of stockholders held in the third year

4

following the year of their election. The directors elected to each class shall hold office until their successors are duly elected and qualify, or until their earlier death, disqualification, resignation or removal.

(4)    Removal of Directors. Subject to applicable law and the rights of the holders of any series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of holders of shares entitled to cast at least a majority of the votes entitled to be cast generally in the election of directors.

(5)    Vacancies. Subject to applicable law and the rights of holders of shares of one or more classes or series of Preferred Stock, vacancies in the Board of Directors for any reason, including by reason of an increase in the authorized number of directors, shall, if occurring prior to the expiration of the term of office in which the vacancy occurs, only be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been appointed expires and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(1)    Right to Indemnification. The Corporation shall indemnify any person who was or is involved in or is threatened to be involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (such person, an “indemnitee”), to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against judgments, fines, amounts paid in settlement and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Notwithstanding the foregoing, except as provided in Section (7) of this Article VI with respect to proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by the indemnitee, if and only if the Board of Directors authorized the bringing of the action, suit or proceeding (or part thereof) in advance of the commencement of the proceeding.

5

(2)    Successful Defense. To the extent that an indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section (1) of this Article VI, or in defense of any claim, issue or matter therein, such indemnitee shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by such indemnitee in connection therewith.

(3)    Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by an indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that, to the extent required by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a present director or officer of the Corporation, or a person presently serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall be required to submit to the Corporation, prior to the payment of such expenses, an undertaking (an “undertaking”) by or on behalf of such director or officer to repay such amount if it shall ultimately be determined in a final, non-appealable judicial decision that such director or officer is not entitled to be indemnified by the Corporation for such expenses as authorized in this Article VI; provided, further, that a former director or officer of the Corporation, or a person formerly serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall be required to submit to the Corporation, prior to the payment of such expenses, an undertaking to the extent an undertaking would be required of a present director or officer pursuant to this Section (3).

(4)    Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any director or officer of the Corporation, or any person serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, providing indemnification for such person against expenses, including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.

6

(5)    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI.

(6)    Certain Definitions. For the purposes of this Article VI, (a) any director, officer or employee of the Corporation who shall serve or has served as a director or officer of any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was a stockholder or creditor, or in which the Corporation is or was in any way interested, or (b) any current or former director or officer of any subsidiary corporation, limited liability company, partnership, joint venture, trust or other enterprise wholly owned by the Corporation, shall be deemed to be serving as such director or officer at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve or has served as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such director or officer at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service. For purposes of this Article VI, references to a corporation include all predecessor corporations and constituent corporations absorbed in a consolidation or merger (including any constituent of a constituent) as well as the resulting or surviving corporation so that any person who is or was a director or officer of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity. For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants, or beneficiaries, and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(7)    Proceedings to Enforce Rights to Indemnification.

(a)    If a claim under Section (1) of this Article VI is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or a claim under Section (3) of this Article VI is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the

7

Corporation to recover the unpaid amount of the claim. Any such written claim under Section (1) of this Article VI shall include such documentation and information as is reasonably available to the indemnitee and reasonably necessary to determine whether and to what extent the indemnitee is entitled to indemnification. Any written claim under Sections (1), (2) and (3) of this Article VI shall include reasonable documentation of the expenses incurred by the indemnitee.

(b)    If successful in whole or in part in any suit brought pursuant to Section (7)(a) of this Article VI, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall also be entitled to be paid and indemnified for the expense of prosecuting or defending such suit.

(c)    In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

(8)    Preservation of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer of the Corporation, or has ceased to serve at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, and shall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal or modification of this Article VI by the stockholders of the Corporation entitled to vote thereon shall not adversely affect any right or

8

protection of a director or officer of the Corporation, or any person serving at the request of the Corporation as a director or officer (including, without limitation, a trustee) of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, existing at the time of such repeal or modification.

ARTICLE VII

DIRECTOR LIABILITY TO THE CORPORATION

(1)    Limitation on Liability. A director’s liability to the Corporation for breach of duty to the Corporation or its stockholders shall be limited to the fullest extent permitted by Delaware law. In particular, no director of the Corporation shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be amended, relating to prohibited dividends or distributions or the repurchase or redemption of stock or (d) for any transaction from which the director derived an improper personal benefit.

(2)    Repeal or Modification. Any repeal or modification of the foregoing Section (1) by the stockholders of the Corporation entitled to vote thereon shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(3)    Amendment. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the liability of directors, then a director of the Corporation shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

ARTICLE VIII

RESERVATION OF RIGHT TO AMEND

CERTIFICATE OF INCORPORATION

(1)    Reservation of Rights to Amend. Notwithstanding the provisions of this Amended and Restated Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all the provisions of this Amended and Restated Certificate of Incorporation and all rights and powers conferred in this Amended and Restated Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.

(2)    Amendment. At any time prior to such time when the Apollo Group (as defined in Article IX and including any portfolio company thereof) no longer collectively beneficially hold 50.1% of the Corporation’s outstanding shares entitled to vote generally in the election of directors (the “Trigger Date”), any amendment, alteration, change or repeal of this Amended and

9

Restated Certificate of Incorporation may only be made by the affirmative vote of holders of shares entitled to cast at least a majority of the votes entitled to be cast generally in the election of directors. Subject to applicable law, on or after the Trigger Date, any amendment, alteration, change or repeal of this Amended and Restated Certificate of Incorporation may only be made by the affirmative vote of holders of shares entitled to cast at least two thirds of the votes entitled to be cast generally in the election of directors.

(3)    Construction. Each reference in this Amended and Restated Certificate of Incorporation to “the Amended and Restated Certificate of Incorporation,” “hereunder,” “hereof,” or words of like import and each reference to the Amended and Restated Certificate of Incorporation set forth in any amendment to the Amended and Restated Certificate of Incorporation shall mean and be a reference to the Amended and Restated Certificate of Incorporation, as supplemented and amended through such amendment to the Amended and Restated Certificate of Incorporation.

ARTICLE IX

RELATED PERSONS; CORPORATE OPPORTUNITIES

(1)    Related Person Transactions.

(a)    Neither any contract or other transaction between the Corporation and any other Entity, nor any other acts of the Corporation with relation to any other Entity will, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are a Related Person. Any Related Person may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that such person is a Related Person is disclosed or is known to the Board of Directors or a majority of directors present at any meeting of the Board of Directors at which action upon any such contract or transaction is taken. Any director of the Corporation who is also a Related Person may be counted in determining the existence of a quorum at any meeting of the Board of Directors during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or transaction, with like force and effect as if such person were not a Related Person. Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without regard to the fact that such person is also a director or officer of such subsidiary or affiliated corporation.

(b)    Any contract, transaction or act of the Corporation or of the directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose, will, insofar as permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act, when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act.

10

(c)    Subject to any express agreement that may from time to time be in effect, a Covered Apollo Person may, and shall have no duty not to, in each case on behalf of Apollo, (i) carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director or stockholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Corporation, (ii) do business with any client, customer, vendor or lessor of any of the Corporation or its Affiliates, and (iii) make investments in any kind of property in which the Corporation may make investments. To the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware, the Corporation hereby renounces any interest or expectancy of the Corporation to participate in any business of the Apollo Group, and waives any claim against a Covered Apollo Person and shall indemnify a Covered Apollo Person against any claim that such Covered Apollo Person is liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of such person’s or entity’s participation in any such business. The Corporation shall pay in advance any expenses incurred in defense of such claim as provided in Article VI.

(d)    In the event that a Covered Apollo Person acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (x) the Covered Apollo Person, in his or her Apollo-related capacity, or Apollo and (y) the Corporation, the Covered Apollo Person shall not have any duty to offer or communicate information regarding such corporate opportunity to the Corporation. To the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware, the Corporation hereby renounces any interest or expectancy of the Corporation in such corporate opportunity and waives any claim against each Covered Apollo Person and shall indemnify a Covered Apollo Person against any claim, that such Covered Apollo Person is liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Apollo Person (i) pursues or acquires any corporate opportunity for its own account or the account of any affiliate, (ii) directs, recommends, sells, assigns, or otherwise transfers such corporate opportunity to another person or (iii) does not communicate information regarding such corporate opportunity to the Corporation, provided, however, in each case, that any corporate opportunity which is expressly offered to a Covered Apollo Person in writing solely in his or her capacity as an officer or director of the Corporation shall belong to the Corporation. The Corporation shall pay in advance any expenses incurred in defense of such claim as provided in Article VI.

(2)    Definitions. For purposes of this Amended and Restated Certificate of Incorporation the following terms shall have the following meanings:

(a)    “Affiliate” shall have the same meaning as in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

11

(b)    “Apollo” means Apollo Global Management, LLC, together with its subsidiaries.

(c)    “Apollo Group” means, collectively, (i) Apollo, (ii) certain investment funds affiliated with or managed by Apollo, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds, (iii) any other investment fund or other collective investment vehicle affiliated with or managed by Apollo or whose general partner or managing member is owned, directly or indirectly, by Apollo and (iv) any Affiliate of the foregoing (in each case, other than the Corporation and its subsidiaries);

(d)    “Corporation” means Presidio, Inc. and all corporations, limited liability companies, partnerships, joint ventures, associations and other entities in which Presidio, Inc. beneficially owns (directly or indirectly) 50% or more of the outstanding voting stock, voting power, partnership interests or similar voting interests or which Presidio, Inc. otherwise controls.

(e)    “Covered Apollo Person” means (x) any director or officer of the Corporation who is also an officer, director, employee, managing director or other affiliate of a member of the Apollo Group and (y) Apollo.

(f)    “Related Person” means a person who is a director and/or officer of the Corporation and is also a member of the Apollo Group.

(g)    “Entity” means any other corporation, partnership, limited liability company, joint venture, firm, association, or other entity.

(3)    Notice. Any person or Entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.

(4)    Expiration. At any time that a member of the Apollo Group owns any shares of stock of the Corporation, this Article IX may not be amended, modified or repealed, and no provision inconsistent herewith shall be adopted, without the prior written consent of Apollo.

(5)    Conflict. In the event of a conflict between this Article IX and any other Article or provision of this Amended and Restated Certificate of Incorporation, this Article IX shall prevail in all circumstances.

ARTICLE X

BUSINESS COMBINATIONS

The Corporation elects that none of the members of the Apollo Group (as defined in Article IX and including any portfolio company thereof) nor any of their Affiliates (as defined in Article IX) shall be deemed an Interested Stockholder (as defined in Section 203 of the General Corporation Law of the State of Delaware) of the Corporation for any purpose whatsoever under Section 203 of the General Corporation Law of the State of Delaware.

12

ARTICLE XI

ACTION BY STOCKHOLDERS

(1)    Action by Written Consent. Subject to applicable law, at any time prior to the “Trigger Date”, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation in accordance with the General Corporation Law of the State of Delaware. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. Subject to applicable law, on or after the Trigger Date, any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing are unanimous.

(2)    Shareholder Meetings. Subject to applicable law and the rights of the holders of any series of Preferred Stock, at any time prior to the Trigger Date, special meetings of stockholders of the Corporation, for any purpose or purposes, may be called from time to time (i) by the affirmative vote of a majority of the Board of Directors, (ii) by the chairman of the Board of Directors, (iii) by the Chief Executive Officer or (iv) by stockholders, individually or collectively, holding more than 50.1% of the aggregate voting power of all outstanding shares of capital stock of the Corporation. Subject to applicable law and the rights of the holders of any series of Preferred Stock, at any time after the Trigger Date, special meetings of stockholders of the Corporation, for any purpose or purposes, may be called (i) by the affirmative vote of a majority of the Board of Directors, (ii) by the chairman of the Board of Directors or (iii) by the Chief Executive Officer. Such request shall state the purpose or purposes of the proposed meeting.

ARTICLE XII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation arising pursuant to any provision of the General Corporation Law of the State of Delaware or this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation (in each case, as they may be amended from time to time), (iv) any action asserting a claim against the Corporation or any director, officer, employee or agent of the Corporation governed by the internal affairs doctrine or (v) any action

13

asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law of the State of Delaware shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, another state or federal court located within the State of Delaware).

14

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf by its duly authorized officer this            day of            ,        .

Presidio, Inc.
By:
Name:	Robert Cagnazzi
Title:	Chief Executive Officer

EX-3.2

Exhibit 3.2

Effective             , 2017

FORM OF

AMENDED AND RESTATED

BYLAWS

OF

PRESIDIO, INC.

ARTICLE I

OFFICES

Section 1.    The registered offices of Presidio, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.    The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.    Meetings of stockholders may be held at such time and place, within and without the State of Delaware, as shall be stated in the notice of the meeting or in a valid waiver of notice thereof. The annual meeting of stockholders may be held at such place, within or without the State of Delaware, as shall be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    The annual meeting of stockholders for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting shall be held at such date and hour as shall be determined by the Board of Directors.

Section 3.    Whenever stockholders are required or permitted to take any action at a meeting, notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining stockholders entitled to notice of the meeting), and in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law) or the Amended and Restated Certificate of Incorporation of the Corporation, the notice of any meeting shall be given, not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. The Board of Directors may postpone or reschedule any previously scheduled meeting.

Section 4.    Subject to applicable law, the Amended and Restated Certificate of Incorporation of the Corporation and the rights of the holders of any series of Preferred Stock, at any time prior to the Trigger Date (as defined in the Amended and Restated Certificate of Incorporation of the Corporation), special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called (i) by the affirmative vote of a majority of the Board of Directors, (ii) by the chairman of the Board of Directors, (iii) by the Chief Executive Officer or (iv) by stockholders, individually or collectively, holding more than 50.1% of the aggregate voting power of all outstanding shares of capital stock of the Corporation. Subject to applicable law and the rights of the holders of any series of Preferred Stock, at any time after the Trigger Date (as defined in the Amended and Restated Certificate of Incorporation of the Corporation), special meetings of stockholders of the Corporation, for any purpose or purposes, may be called (i) by the affirmative vote of a majority of the Board of Directors, (ii) by the chairman of the Board of Directors or (iii) by the Chief Executive Officer. Such request shall state the purpose or purposes of the proposed meeting.

Section 5.    Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 6.    The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, at the principal place of business of the Corporation. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 7.    The holders of a majority of the aggregate voting power of the shares of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by applicable law or by the Amended and Restated Certificate of Incorporation of the Corporation. Whether or not a quorum is present, the chairman of the meeting or the holders of a majority of the aggregate voting power of the shares of capital stock entitled to vote who are present in person or represented by proxy at the meeting shall have the power to adjourn the meeting from time to time.

Section 8.    When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, notice of the time and place of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Article VI, Section 2(a) of these bylaws of the

2

Corporation (these “Bylaws”), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 9.    When a quorum is present at any meeting of stockholders, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall decide any question brought before such meeting, except (i) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors and (ii) if the question is one upon which, by provision of applicable law, the Amended and Restated Certificate of Incorporation of the Corporation or these Bylaws, a different vote is required, then such express provision shall govern and control the decision of such question. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting in the election of directors.

Section 10.    At every meeting of the stockholders, each stockholder shall be entitled to vote, in person or by a valid proxy given by the stockholder or his or her duly authorized attorney-in-fact, each share of the capital stock having voting power held by such stockholder in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Corporation and, if applicable, the certificate of designations relating thereto, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11.    Subject to applicable law and the Amended and Restated Certificate of Incorporation of the Corporation, at any time prior to the Trigger Date, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a consent in writing or by electronic transmission of stockholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders is delivered to the Corporation in accordance with the General Corporation Law of the State of Delaware. The Corporation shall give notice of any action taken by less than unanimous consent to each stockholder not later than ten days after the effective time of such action. Subject to applicable law and the Amended and Restated Certificate of Incorporation of the Corporation, on or after the Trigger Date, any action which is required to be or may be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote if such consent in writing is unanimous.

Section 12.    At all meetings of stockholders, the chairman of the meeting shall have absolute authority over matters of procedure, and there shall be no appeal from the ruling of the chairman.

Section 13.    Attendance of a stockholder, in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where the stockholder, in person or by proxy, attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3

Section 14.    Notice of Director Nominations and Stockholder Business.

(a)    Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of the stockholders only (i) pursuant to the Corporation’s notice of the meeting (or any supplement thereto), (ii) by or at the direction of the Board of Directors, (iii) by any stockholder or stockholders that, pursuant to Section 11 hereof, represent a sufficient number of votes to take such action by written consent without a meeting or (iv) by any stockholder of the Corporation who is a stockholder of record at the time of the giving of the notice provided for in this Section 14, who is entitled to vote at the meeting and who complies fully with the notice requirements and other procedures set forth in this Section 14.

(b)    For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 14(a)(iv) above, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation and any such proposed business, other than the nomination of persons for election to the Board of Directors, must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice must be sent and received by the Secretary at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern Time, on the ninetieth (90th) day, nor earlier than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day, prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days earlier or more than sixty (60) days later than such anniversary date, notice by the stockholder to be timely must be so sent and received not earlier than 5:00 p.m., Eastern Time, on the one hundred twentieth (120th) day prior to such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90th) day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder notice as described herein. To be in proper written form, a stockholder’s notice to the Secretary shall set forth in writing (i) as to each person whom the stockholder proposes to nominate for election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the annual meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the complete text of any resolutions proposed for consideration or any amendment to any Corporation document intended to be presented at the meeting), the reasons for conducting such business at the annual meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) (1) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such

4

beneficial owner, and of their respective affiliates or associates or others acting in concert therewith, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, through the delivery of cash or other property, or otherwise, and without regard of whether the stockholder of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (4) any contract, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any security of the Corporation (any of the foregoing, a “Short Interest”), (5) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (6) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (7) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to, based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household, (8) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder and (9) any direct or indirect interest of such stockholder in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (10) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations

5

of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (C) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination and (D) a representation whether the stockholder or the beneficial owner, if any, intends to solicit proxies in support of such nomination or proposal, including whether such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to adopt and/or carry out the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require in order to determine the eligibility of such proposed nominee to serve as a director of the Corporation.

(c)    Notwithstanding anything in this Section 14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased Board of Directors made by the Corporation at least one hundred (100) days prior to the first anniversary of the date of the immediately preceding annual meeting, a stockholder’s notice required by this Section 14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be sent and received by the Secretary at the principal executive offices of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(d)    Only such business shall be conducted at a special meeting of stockholders as shall have been stated in the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors, (ii) by any stockholder or stockholders that, pursuant to Section 11 hereof, represent a sufficient number of votes to take such action by written consent without a meeting or (iii) by any stockholder of the Corporation who is a stockholder of record at the time of the giving of the notice provided for in this Section 14, who is entitled to vote at the meeting and who complies fully with the notice requirements and other procedures set forth in this Section 14. In the event that the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (b) of this Section 14 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such special meeting and not later than the close of business on the later of the 90th day prior to the date of such special meeting or, if the first public announcement of the date of such special meeting is less than the one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder notice as described herein.

6

(e)    To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice in this Section 14) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (iii) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation

(f)    Only such persons who are nominated in accordance with and fully comply with the requirements and procedures set forth in this Section 14 shall be eligible and qualified to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 14. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the requirements and procedures set forth in this Section 14 (including whether the stockholder or beneficial owner, if any, on whose behalf the nominee or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (b)(iii)(D) of this Section 14) and, in the event any proposed nomination or business was not so made or proposed in compliance with this Section 14, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 14, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 14, to be considered a qualified representative of the stockholder, a person must be a

7

duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(g)    For purposes of this Section 14, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or any comparable or successor national news service or in a document publicly filed by the Corporation with the Securities Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(h)    Notwithstanding the foregoing provisions of this Section 14, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 14. Nothing in this Section 14 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of Regulation 14A under the Exchange Act (or any successor provision thereto).

ARTICLE III

DIRECTORS

Section 1.    Subject to applicable law and Article V, Section 2 of the Amended and Restated Certificate of Incorporation of the Corporation, the number of directors constituting the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors pursuant to these Bylaws, by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, but shall never be less than one nor more than fifteen. As used in these Bylaws, the term “entire Board of Directors” means the total number of directors fixed in the manner provided in this Article III, Section 1 of the Bylaws and the Amended and Restated Certificate of Incorporation of the Corporation.

Section 2.    The directors shall be classified, with respect to the terms for which they severally hold office, into three classes, Class I, Class II and Class III, as nearly equal in number as possible. The Class I directors shall serve for a term expiring at the annual meeting of stockholders first occurring after the date of this Amended and Restated Certificate of Incorporation; the Class II directors shall serve for a term expiring at the second annual meeting of stockholders occurring after the Amended and Restated Certificate of Incorporation; and the Class III directors shall serve for a term expiring at the third annual meeting of stockholders occurring after the date of the Amended and Restated Certificate of Incorporation. At each annual meeting of stockholders, the successor or successors to the class of directors whose term expires at that meeting shall be elected in accordance with these Bylaws, and shall hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The directors elected to each class shall hold office until their successors are duly elected and qualify, or until their earlier death, disqualification, resignation or removal.

8

Section 3.    Subject to applicable law, the Amended and Restated Certificate of Incorporation of the Corporation and the rights of holders of shares of one or more classes or series of Preferred Stock, vacancies in the Board of Directors for any reason, including by reason of an increase in the authorized number of directors, shall, if occurring prior to the expiration of the term of office in which the vacancy occurs, only be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been appointed expires and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 4.    The property and business of the Corporation shall be controlled and managed in accordance with the terms of the Amended and Restated Certificate of Incorporation of the Corporation by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Amended and Restated Certificate of Incorporation of the Corporation or by these Bylaws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 5.    The Board of Directors of the Corporation, or any committees thereof, may hold meetings, both regular and special, either within or outside of the State of Delaware.

Section 6.    A regular annual meeting of the Board of Directors, including newly elected directors, shall be held in connection with each annual meeting of stockholders at the place of such stockholders’ meeting, and no notice of such meeting to the directors shall be necessary in order legally to constitute the meeting, provided that a quorum shall be present. If such meeting is held at any other time or place, notice thereof must be given or waived as hereinafter provided for special meetings of the Board of Directors.

Section 7.    Additional regular meetings of the Board of Directors shall be held on such dates and at such times and at such places as shall from time to time be determined by the Board of Directors.

Section 8.    The Chairman of the Board, the Chief Executive Officer, the Vice Chair of the Board or a majority of the Board then in office may call a special meeting of the Board of Directors at any time by giving notice as provided in these Bylaws to each member of the board at least twenty-four (24) hours before the time appointed. Every such notice shall state the time and place but need not state the purpose of the meeting.

Section 9.    At all meetings of the board a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Amended and Restated Certificate of Incorporation of the Corporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

9

Section 10.    Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, setting forth the action so taken, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee.

Section 11.    Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation or these Bylaws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 12.    Designation of Committees. The Board of Directors may, by resolution passed by a majority of the board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

Section 13.    Vacancies. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 14.    Powers. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors to the extent provided by Section 141(c) of the Delaware General Corporation Law as it exists now or may hereafter be amended.

Section 15.    Minutes. Each committee of the Board of Directors shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

COMPENSATION OF DIRECTORS

Section 16.    Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. All directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and directors who are not full-time employees of the Corporation may be paid a fixed sum for attendance at each meeting of the Board of Directors, and/or a stated salary as director. No such payment shall preclude any

10

director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation and expenses for attending committee meetings.

REMOVAL OF DIRECTORS

Section 17.    Subject to applicable law, the Amended and Restated Certificate of Incorporation of the Corporation and the rights of holders of shares of one or more classes or series of Preferred Stock any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of holders of shares entitled to cast at least a majority of the votes entitled to be cast generally in the election of directors.

ARTICLE IV

NOTICES

Section 1.    Whenever, under the provisions of applicable law, the Amended and Restated Certificate of Incorporation of the Corporation or these Bylaws, notice is required to be given to (a) any director, it shall be construed to mean oral notice given telephonically or written or printed notice given either personally or by mail, wire or electronic transmission, or (b) any stockholder, it shall be construed to mean written or printed notice given either personally or by mail, wire or electronic transmission in the manner and to the extent provided by Section 232 of the Delaware General Corporation Law, in each case, addressed to such director or stockholder, at his or her address as it appears on the records of the Corporation, with postage or other charges thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or at the appropriate office for transmission by wire or, in the case of electronic transmission, at the time specified by Section 232 of the Delaware General Corporation Law.

Section 2.    Whenever any notice is required to be given under the provisions of applicable law or of the Amended and Restated Certificate of Incorporation of the Corporation or of these Bylaws, a waiver thereof in writing or by electronic transmission, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 3.    Attendance at a meeting shall constitute a waiver of notice except where a director or stockholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 4.    Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

11

ARTICLE V

OFFICERS

Section 1.    The officers of the Corporation shall be elected by the Board of Directors at its first meeting and in connection with each annual meeting of the stockholders and shall be a Chief Executive Officer, a Chief Financial Officer and/or a Treasurer and a Secretary. The Board of Directors may also elect a Chairman of the Board, one or more Vice Chairmen or Vice Chairs of the Board, one or more Presidents and Vice Presidents and one or more Assistant Treasurers and Assistant Secretaries, and such other officers as the Board of Directors deems appropriate. Any number of offices may be held by the same person. Vice Presidents may be given distinctive designations such as Executive Vice President or Senior Vice President. At the time of election, the Board of Directors may determine that the Chairman of the Board shall be a Non-Executive Chairman of the Board or that the Vice Chair of the Board shall be a Non-Executive Vice Chair of the Board.

Section 2.    The Board of Directors may elect such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 3.    The officers of the Corporation shall hold office until their successors are elected or appointed and qualify or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time with or without cause by the affirmative vote of majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

CHAIRMAN OF THE BOARD

Section 4.    The Chairman of the Board, if any shall be elected, shall preside at all meetings of the Board of Directors and the stockholders and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

VICE CHAIR OF THE BOARD

Section 5.    The Vice Chair of the Board, if any shall be elected, or if there be more than one, the Vice Chairs of the Board in order of their election, shall, in the absence of the Chairman of the Board, or in case the Chairman of the Board shall resign, retire, become deceased or otherwise cease or be unable to act, perform the duties and exercise the powers of the Chairman of the Board. In addition, the Vice Chair of the Board shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors.

12

THE CHIEF EXECUTIVE OFFICER

Section 6.    The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have the general powers and duties of supervision, management and control of the business and affairs of the Corporation, subject to the control of the Board of Directors. The Chief Executive Officer shall perform the duties and exercise the powers incident to the office of Chief Executive Officer and shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the Board of Directors or these Bylaws.

THE PRESIDENT

Section 7.    The President, if any shall be elected, shall, under the direction of the Chief Executive Officer, be responsible for the operations of the Corporation and shall have all the powers, rights, functions and responsibilities normally exercised by a president. The President shall have such other powers and perform such other duties as may from time to time be assigned to the President by the Chief Executive Officer, the Board of Directors or these Bylaws.

THE VICE PRESIDENTS

Section 8.    The Vice Presidents, if any shall be elected, shall have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors or the Chief Executive Officer.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.    The Secretary, if any shall be elected, shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees of the Board of Directors when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and the special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and he or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature.

Section 10.    The Assistant Secretary, if any shall be elected, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall have such other powers and perform such other duties as may from time to time be assigned to them by the Board of Directors, the Chief Executive Officer or the Secretary.

13

THE TREASURER AND ASSISTANT TREASURERS

Section 11.    The Treasurer, if any shall be elected, under the supervision of the Chief Executive Officer, shall have charge of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositaries as may be designated by or at the direction of the Board of Directors.

Section 12.    The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by or at the direction of the Chief Executive Officer or the Board of Directors, taking proper vouchers for such disbursements, and subject to the supervision of the Chief Executive Officer, shall render to the Board of Directors, when they or either of them so require, an account of his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 13.    If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under his or her control belonging to the Corporation.

Section 14.    The Assistant Treasurer, if any shall be elected, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall have such other powers and perform such other duties as may from time to time be assigned to them by the Board of Directors, the Chief Financial Officer or the Treasurer.

Section 15.    In addition to the corporate officers elected by the Board of Directors pursuant to this Article V, the Chief Executive Officer may, from time to time, appoint one or more other persons as appointed officers who shall not be deemed to be corporate officers, but may, respectively, be designated with such titles as the Chief Executive Officer may deem appropriate. The Chief Executive Officer may prescribe the powers to be exercised and the duties to be performed by each such appointed officer, may designate the term for which each such appointment is made, and may, from time to time, terminate any or all of such appointments. Such appointments and termination of appointments shall be reported to the Board of Directors.

14

ARTICLE VI

STOCK

Section 1.    Unless otherwise provided by resolution of the Board of Directors, each class or series of the shares of capital stock in the Corporation shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Shares shall be transferable only on the books of the Corporation by the holder thereof in person or by attorney upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form.

FIXING RECORD DATE

Section 2.    (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, except as otherwise required by applicable law, not be more than sixty nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 2(a) at the adjourned meeting.

(b)    In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 11 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law with respect to the proposed action by consent of the stockholders without a meeting, the record date for

15

determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)    In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

REGISTERED STOCKHOLDERS

Section 3.    The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

INDEMNIFICATION OF EMPLOYEES

Section 1.    Right to Indemnification. The Corporation shall indemnify any person who was or is involved in or is threatened to be involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was an employee of the Corporation, or is or was serving at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise (such person, an “indemnitee”), to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against judgments, fines, amounts paid in settlement and expenses (including, without limitation, attorneys’ fees), actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. Notwithstanding the foregoing, except as provided in Section 7 of this Article VII with respect to proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify an indemnitee

16

in connection with a proceeding (or part thereof) initiated by the indemnitee, if and only if the Board of Directors authorized the bringing of the action, suit or proceeding (or part thereof) in advance of the commencement of the proceeding.

Section 2.    Successful Defense. To the extent that an indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article VII, or in defense of any claim, issue or matter therein, such indemnitee shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by such indemnitee in connection therewith.

Section 3.    Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by an indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon such terms and conditions, if any, as the Corporation deems appropriate, by resolution of the Board of Directors.

Section 4.    Not Exclusive. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Without limiting the foregoing, the Corporation is authorized to enter into an agreement with any an employee of the Corporation, or any person serving at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, providing indemnification for such person against expenses, including, without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement that result from any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, any action, suit or proceeding by or in the right of the Corporation, that arises by reason of the fact that such person is or was an employee of the Corporation, or is or was serving at the request of the Corporation an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, to the fullest extent allowed by law, except that no such agreement shall provide for indemnification for any actions that constitute fraud, actual dishonesty or willful misconduct.

Section 5.    Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was an employee of the Corporation, or is or was serving at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VII.

Section 6.    Certain Definitions. For the purposes of this Article VII, (a) any employee of the Corporation who shall serve or has served as an employee of any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of which the Corporation, directly or indirectly, is or was a stockholder or creditor, or in which the

17

Corporation is or was in any way interested, or (b) any current or former employee of any subsidiary corporation, limited liability company, partnership, joint venture, trust or other enterprise wholly owned by the Corporation, shall be deemed to be serving as such employee at the request of the Corporation, unless the Board of Directors of the Corporation shall determine otherwise. In all other instances where any person shall serve or has served as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise of which the Corporation is or was a stockholder or creditor, or in which it is or was otherwise interested, if it is not otherwise established that such person is or was serving as such employee at the request of the Corporation, the Board of Directors of the Corporation may determine whether such service is or was at the request of the Corporation, and it shall not be necessary to show any actual or prior request for such service. For purposes of this Article VII, references to a corporation include all predecessor corporations and constituent corporations absorbed in a consolidation or merger (including any constituent of a constituent) as well as the resulting or surviving corporation so that any person who is or was an employee of such a constituent corporation, or is or was serving at the request of such constituent corporation as employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would if such person had served the resulting or surviving corporation in the same capacity. For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as an employee of the Corporation which imposes duties on, or involves services by, such employee with respect to an employee benefit plan, its participants, or beneficiaries, and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.

Section 7.    Proceedings to Enforce Rights to Indemnification. (a) If a claim under Section 1 of this Article VII is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, or a claim under Section 3 of this Article VII is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. Any such written claim under Section 1 of this Article VII shall include such documentation and information as is reasonably available to the indemnitee and reasonably necessary to determine whether and to what extent the indemnitee is entitled to indemnification. Any written claim under Sections 1, 2 and 3 of this Article VII shall include reasonable documentation of the expenses incurred by the indemnitee.

(b)    If successful in whole or in part in any suit brought pursuant to Section 7(a) of this Article VII, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking to the extent an undertaking would be required of a present director or officer of the Corporation pursuant to Article VI of the Amended and Restated Certificate of Incorporation of the Corporation of the Corporation (an “undertaking”), the indemnitee shall also be entitled to be paid and indemnified for the expense of prosecuting or defending such suit.

18

(c)    In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

Section 8.    Preservation of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an employee of the Corporation, or has ceased to serve at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, and shall inure to the benefit of the heirs, executors and administrators of such a person. Any repeal or modification of this Article VII by the stockholders of the Corporation entitled to vote thereon shall not adversely affect any right or protection of an employee of the Corporation, or any person serving at the request of the Corporation as an employee of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, existing at the time of such repeal or modification.

ARTICLE VIII

GENERAL PROVISIONS

DIVIDENDS

Section 1.    Dividends upon the capital stock of the Corporation, subject to the provisions of the Amended and Restated Certificate of Incorporation of the Corporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of any statute, the Amended and Restated Certificate of Incorporation of the Corporation and these Bylaws.

19

Section 2.    Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

Section 3.    All checks or demands for money of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 4.    The fiscal year of the Corporation shall be as specified by the Board of Directors.

SEAL

Section 5.    The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE IX

AMENDMENTS

Notwithstanding the Amended and Restated Certificate of Incorporation, these Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors by a majority of the Board or at any meeting of the stockholders; provided, however, that any amendment, alteration, change or repeal of these Bylaws may only be made by the affirmative vote of a majority holders of shares generally entitled to vote in the election of directors.

20

EX-4.6

Exhibit 4.6

FORM OF

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the “Company”), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the “Holders”), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the “Original Agreement”), by and among the Company and the Holders.

WHEREAS, contemporaneously with the execution of this Agreement, the Company is consummating an Initial Public Offering in the form of a Qualified Public Offering of its Common Shares (as such terms are defined in the Original Agreement); and

WHEREAS, pursuant to Section 12(f) of the Original Agreement, the Apollo Holder (as defined below) is amending and restating the Original Agreement for the administrative purpose of removing references to certain terms of the Original Agreement that no longer apply following the consummation by the Company of an Initial Public Offering in the form of a Qualified Public Offering.

NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1.    Definitions. As used in this Agreement:

“Adoption Agreement” means an adoption agreement in substantially the form of Exhibit A or in such other form that is reasonably satisfactory to the Company.

“Affiliate” means:

(a)    In the case of a Person that is not an individual, another Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. For the avoidance of doubt, any co-investment vehicle controlled by any member of the Apollo Group or any of its Affiliates shall be deemed to be an Affiliate of the Apollo Group.

(b)    In the case of a Person who is an individual, (i) such individual’s parents, siblings, spouse and children (including those by adoption) and any other Person who lives in such individual’s household (a “Family Member”); the parents, siblings, spouse, or children (including those by adoption) of such Family Member; and any trust whose exclusive beneficiaries consist only of Family Members, the parents, siblings, spouse or children (including those by adoption) of Family Members and/or such individual’s lineal descendants; (ii) the legal representative or guardian of such individual or of any Family Member if such individual or Family Member becomes mentally incompetent; and (iii) any Person controlling, controlled by or under common control with such individual.

As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. The term “Affiliate” shall not include at any time any portfolio companies of Apollo Management VIII, L.P. or its Affiliates.

“Agreement” has the meaning ascribed to such term in the preamble.

“Ancillary Agreement” means any subscription, option, award or grant agreement and/or Adoption Agreement between a Holder and the Company.

“Apollo Group” means the Apollo Holder and any Affiliate thereof (excluding, for the avoidance of doubt, the Company and its Subsidiaries) to which any Securities are issued or Transferred.

“Apollo Holder” means AP VIII Aegis Holdings LP, a Delaware limited partnership.

“Board” means the Board of Directors of the Company and any duly authorized committee thereof.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in New York City are authorized by law to close.

“Common Shares” means the shares of common stock of the Company, par value $0.01 per share. As used in this Agreement, Common Shares shall include any shares of restricted stock or any restricted stock units granted to any Management Holders that may be settled in Common Shares.

“Company” has the meaning ascribed to such term in the preamble.

“Confidential Information” means information that is not generally known to the public (except for information known to the public because of the Management Holder’s violation of Section 8(a) of this Agreement or in breach of any other obligation owed by the Management Holder to the Company or any of its Affiliates) and that is used, developed or obtained by the Company or any of its Affiliates in connection with its business, including information, observations and data obtained by the Management Holder while employed by the Company, its Affiliates or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning, with respect to the Company, its Affiliates or any predecessors thereof, its business or affairs, products or services, fees, costs and pricing structures, designs, analyses, drawings, photographs and reports, computer software, including operating systems, applications and program listings, flow charts, manuals and documentation, databases, accounting and business methods, inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, customers and clients and customer or client lists, other copyrightable works, all production methods, processes, technology and trade secrets, and all similar and related information in whatever form. “Confidential Information” will not include any information that has been published in a form generally available to the public prior to the date the Management Holder proposes to disclose or

-2-

use such information; provided that information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Governmental Entity” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, department, commission, board, bureau, instrumentality or authority thereof, or any court, arbitrator or mediator (public or private).

“Holders” has the meaning ascribed to such term in the preamble.

“Initial Notice” has the meaning ascribed to such term in Section 4(a).

“Law” means any law, rule, regulations, judgment, injunction, order, decree or other restriction of any Governmental Entity.

“LTIP” means the 2015 Long-Term Incentive Plan of the Company, as it may be amended or supplemented from time to time.

“Management Holder” means Holders who are employed by, or serve as consultants to or directors of, the Company or any of its Affiliates.

“Marketed Underwritten Shelf Take-Down” has the meaning ascribed to such term in Section 3(g).

“Noncompetition Covenants” has the meaning ascribed to such term in Section 8.

“Non-Marketed Shelf Take-Down” has the meaning ascribed to such term in Section 3(g).

“Options” means options issued to certain Holders pursuant to the LTIP, or any other options, warrants, rights or other securities convertible or exchangeable into or exercisable for Common Shares.

“Original Cost” means, with respect to a Common Share, the original price paid by the Holder for such Common Share, subject to appropriate adjustment for stock splits, stock dividends, extraordinary cash dividends, recapitalizations or other distributions of cash, stock or property, combinations and similar transactions. For the avoidance of doubt, the Original Cost of a Common Share issued upon the exercise of an Option is the exercise price of such Option.

-3-

“Person” shall be construed broadly and shall include an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity or a Governmental Entity.

“Piggyback Registration Right” has the meaning ascribed to such term in Section 4(a).

“Policies” means the following policies, handbooks and similar materials, in each case, as they may be amended, modified or supplemented from time to time and as approved by the board of directors (or similar governing body) or committee thereof: (a) the corporate policies of the Company and its Subsidiaries adopted by the Board that will set forth those actions requiring the approval of the Board and (b) such other policies of the Company and its Subsidiaries that may be adopted from time to time by the Board or any committee thereof.

“Prospectus” means the prospectus included in any Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Securities covered by a Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments and freewriting prospectuses and in each case including all material incorporated by reference therein.

“Registrable Securities” shall mean Common Shares (including any Common Shares issuable or issued upon exercise, exchange or conversion of any Options) held by the Apollo Group or Management Holders; provided that any Registrable Securities shall cease to be Registrable Securities when (a) a Registration Statement with respect to the sale of such Registrable Securities has been declared effective under the Securities Act and such Registrable Securities have been disposed of in accordance with the plan of distribution set forth in such Registration Statement, (b) such Registrable Securities are distributed pursuant to Rule 144 or (c) such Registrable Securities shall have been otherwise transferred and new certificates for them not bearing a legend restricting further transfer under the Securities Act shall have been delivered by the Company; and provided, further, that any securities that have ceased to be Registrable Securities shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security.

“Registration Request” has the meaning ascribed to such term in Section 3(a).

“Registration Statement” means a registration statement filed by the Company with the SEC.

“Related Parties” has the meaning ascribed to such term in Section 10(o).

“Rollover Options” has the meaning set forth in the LTIP.

“Rule 144” means Rule 144 promulgated under the Securities Act, or any similar or successor provision then in force.

-4-

“Rule 144A” means Rule 144A promulgated under the Securities Act, or any similar or successor provision then in force.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means “securities” as defined in Section 2(1) of the Securities Act and includes Common Shares, Options and any other capital stock or other equity interests of the Company or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such capital stock or other equity or equity-linked interests, including phantom stock and stock appreciation rights.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shelf Holder” has the meaning ascribed to such term in Section 3(g).

“Shelf Registration” has the meaning ascribed to such term in Section 3(g).

“Shelf Take-Down” has the meaning ascribed to such term in Section 3(g).

“Short-Form Registration” has the meaning ascribed to such term in Section 3(g).

“Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, association or other business entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, association or other business entity or is or controls the managing director or general partner of such partnership, association or other business entity.

“Termination of Service” means (a) if the Management Holder is an employee of the Company or any Subsidiary, the termination of the Management Holder’s employment with the Company and its Subsidiaries for any reason, (b) if the Management Holder is a consultant to the Company or any Subsidiary, the termination of the Management Holder’s consulting relationship with the Company and its Subsidiaries for any reason, and (c) if the Management Holder is a director of the Company or any Subsidiary, the termination of the Management Holder’s service as a director of the Company or such Subsidiary for any reason, including, in the case of each of clauses (a)–(c), as a result of such Subsidiary no longer being a Subsidiary of the Company because of a sale, divestiture, or other disposition of such Subsidiary by the Company (whether such disposition is effected by the Company or another Subsidiary thereof). Notwithstanding the foregoing, (i) a Termination of Service shall not be deemed to have occurred if a Management Holder remains an employee, consultant, or director of the Company or any Subsidiary; and (ii) with respect to any award that constitutes a “nonqualified deferred compensation plan”

-5-

within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code.

“Threshold Investment Management Holder” means any Management Holder who invests, in the aggregate (whether through cash, an exchange of securities (including stock options) or a combination thereof), at least $200,000 in Common Shares and/or Rollover Options, as applicable.

“Transfer” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition, of any Common Shares or Options held at any time by any Holder (or any interest therein or right thereto, including all Common Shares and Options that may be acquired upon the exercise of any Option), regardless of the manner in which such Holder initially acquired such any such Common Shares or Options, or any other transfer of beneficial ownership of any Common Shares or Options, whether voluntary or involuntary. The mere pledge of Common Shares or Options by a Holder of such shares or options as collateral to any institutional lender in connection with any financing shall not be deemed a “Transfer” if such arrangement does not interfere with the administration and implementation of this Agreement; provided that in the case of foreclosure of such pledge, such foreclosure and any other transfer of such Common Shares or Options shall then be deemed a “Transfer.”

“Underwritten Offering” means a sale of Common Shares to an underwriter for reoffering to the public.

“Underwritten Shelf Take-Down” has the meaning ascribed to such term in Section 3(g).

“Underwritten Shelf Take-Down Notice” has the meaning ascribed to such term in Section 3(g).

“Well-Known Seasoned Issuer” means a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

“Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) that relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by the Management Holder (whether or not during usual business hours and whether or not alone or in conjunction with any other Person) while employed by the Company or any of its Affiliates (including those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing.

Section 2.    Transfers; Additional Parties.

(a)    Securities Restrictions; Legends.

-6-

(i)    No Common Shares or Options may be Transferred except upon the conditions specified in this Section 2(a), which conditions are intended to ensure compliance with the provisions of the Securities Act.

(ii)    Each certificate representing Common Shares or Options (if any) shall (unless otherwise permitted by the provisions of Section 2(a)(iv)) be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SECURITYHOLDERS AGREEMENT AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”), AND THE OTHER PARTIES NAMED THEREIN. THE TERMS OF SUCH SECURITYHOLDERS AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. NO SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS OF SUCH STOCKHOLDERS AGREEMENT HAVE BEEN COMPLIED WITH IN FULL.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A SECURITYHOLDERS AGREEMENT WHICH, AMONG OTHER THINGS, IMPOSE RESTRICTIONS ON THE TRANSFER OF SUCH SECURITIES. THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH SECURITYHOLDERS AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

(iii)    The Holder of any Common Shares or Options, by acceptance thereof, agrees, prior to any voluntary Transfer, to give written notice to the Company of such Holder’s intention to effect such Transfer and to comply in all other respects with the provisions of this Section 2(a). Each such notice shall describe the manner and circumstances of the proposed Transfer. Upon request by the Company, the Holder delivering such notice shall deliver a written opinion of such Holder’s counsel (which opinion and counsel shall be reasonably satisfactory to the Company), addressed to the Company, stating that in the opinion of such counsel such proposed Transfer does not require registration or qualification under the Securities Act. Such Holder shall be entitled effect such proposed Transfer in accordance with the terms of the notice delivered to the Company, if the Company does not reasonably object to such Transfer or

-7-

request such opinion ten (10) days after delivery of such notice, or, if it requests such opinion, does not reasonably object to such Transfer within ten (10) days after delivery of such opinion.

(iv)    The restrictions imposed by this Section 2(a) upon transferability shall cease and terminate (and the Holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the restrictive legend set forth in Section 2(a)(ii) or containing any other reference to the restrictions imposed by this Section 2(a)) (i) when any such Common Shares or Options are sold or otherwise disposed of pursuant to an effective Registration Statement or (ii) if the Holder of such Common Shares or Options has met the requirements for transfer pursuant to Rule 144.

(b)    Improper Transfers. Any Transfer or attempted Transfer in breach of this Agreement shall be void ab initio and of no effect. In connection with any Transfer or attempted Transfer in breach of this Agreement, the Company may hold and refuse to give effect thereto in the books and records of the Company and to transfer any Common Shares, Options or any certificate therefor, in addition to and without prejudice to any and all other rights or remedies that may be available to it or the Holders, and the Person(s) engaging in such Transfer or attempted Transfer shall indemnify and hold harmless the Company and each of the Holders from all losses, claims, damages, liabilities and expenses that such indemnified person may incur (including legal fees and expenses) in enforcing the provisions of this Agreement.

Section 3.    Demand Registration Rights.

(a)    Subject to the provisions of this Section 3, at any time and from time to time after the date hereof, the Apollo Group may make one or more written requests (“Registration Request”) to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of their Registrable Securities. All Registration Requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

(b)    Subject to the provisions of this Section 3, promptly upon receipt of any such Registration Request, the Company will use its best efforts to effect such registration under the Securities Act within 120 days of such request (subject to any lock-up restrictions) of the Registrable Securities that the Company has been so requested to register, including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act. At any time prior to the registration, the Apollo Group may revoke its Registration Request by providing a notice to the Company revoking such Registration Request.

(c)    If the Company receives a Registration Request and the Company furnishes to the Apollo Group a copy of a resolution of the Board (certified by the secretary of the Company) stating that in the good faith judgment of the Board it would be materially adverse to the Company for a Registration Statement (or an Underwritten Shelf Take-Down or a Non-Marketed Shelf Take-Down) to be filed or effected on or before the date such filing or take-downs would otherwise be required hereunder, the Company shall have the right to defer

-8-

such filing or take-downs for a period of not more than fifty (50) days after the date such filing or take-downs would otherwise be required hereunder. The Company shall not be permitted to take such action more than twice in any 360-day period (except that the Company shall be able to use this right more than twice in any 12-month period if the Company is exercising such right during the 15-day period prior to the Company’s regularly scheduled quarterly earnings announcement date and the total number of days postponement in such 12-month period does not exceed ninety (90) days). If the Company shall so postpone the filing of a Registration Statement, the Apollo Group may withdraw its Registration Request by so advising the Company in writing. In addition, if the Company receives a Registration Request and the Company is then in the process of preparing to register Common Shares in connection with a primary offering, the Company shall inform the Apollo Group of the Company’s intent to engage in a primary offering and may require the Apollo Group to withdraw such Registration Request for a period of up to 120 days so that the Company may complete its offering. In the event that the Company ceases to pursue such primary offering, it shall promptly inform the Apollo Group in writing and the Apollo Group shall be permitted to submit a new Registration Request. For the avoidance of doubt, the Apollo Group shall have the right to participate in the Company’s primary offering as provided in Section 4 (and notwithstanding anything to the contrary in Section 4, the Apollo Group shall have the right to piggyback on the Company’s primary offering).

(d)    Registrations under this Section 3 shall be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by the Apollo Group and as shall be reasonably acceptable to the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Registration Request. If, in connection with any registration under this Section 3 that is proposed by the Apollo Group to be on Form S-3 or any successor form, the managing underwriter, if any, shall advise the Apollo Group or the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. Upon the Company becoming a Well-Known Seasoned Issuer, (x) the Company shall give written notice to the Apollo Group as promptly as practicable but in no event later than ten (10) days thereafter, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (y) if the Apollo Group so elects in writing at any time thereafter, the Company shall, as promptly as practicable, file an Automatic Shelf Registration Statement, which would cover all of the Registrable Securities of the Apollo Group.

(e)    The Company shall use its best efforts to keep any Registration Statement filed in response to a Registration Request effective for as long as is necessary for the Apollo Group to dispose of all of the covered securities.

(f)    In the case of an Underwritten Offering that is the subject of a Registration Request, the Apollo Group shall select the underwriter(s) (including the roles thereof); provided that such selection is reasonably acceptable to the Company.

-9-

(g)    Following such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, the Apollo Group shall have the right to request in writing an unlimited number of registrations under the Securities Act of all or any portion of the Registrable Securities beneficially owned by any member of the Apollo Group on Form S-3 (or any successor form) or any similar short form registration statement, if available (a “Short-Form Registration”) and the Apollo Group may request that such Short-Form Registration constitute a shelf offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Shelf Registration”), in which case the provisions of this Section 3(g) shall be applicable. All written requests for Short-Form Registrations shall (i) specify the aggregate number of Registrable Securities intended to be sold or disposed of, (ii) state the intended method of disposition of such Registrable Securities and (iii) whether or not such Short-Form Registration shall be a Shelf Registration, and upon receipt of such request, the Company shall use its best efforts promptly to effect the registration under the Securities Act of the Registrable Securities so requested to be registered. Any Apollo Group member whose Registrable Securities are included in an effective Shelf Registration (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”). If a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). If a Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down and that does not involve an Underwritten Offering (a “Non-Marketed Shelf Take-Down”), such Shelf Holder shall so indicate in a written request delivered to the Company no later than three Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Shelf Take-Down, and, if necessary, the Company shall file and effect an amendment or supplement to its Short Form Shelf Registration for such purpose as soon as practicable. All determinations as to whether to complete any Non-Marketed Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the applicable Shelf Holder.

Section 4.    Piggyback Registration Right.

(a)    Participation. Subject to Section 4(b), if the Company proposes to file a Registration Statement, whether on its own behalf or in connection with the exercise of any demand registration rights by the Apollo Group or any other Holder possessing such rights (other than (A) a registration relating solely to an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (B) a registration incidental to an issuance of debt securities under Rule 144A, (C) a registration on Form S-4 or any successor form or (D) a registration on Form S-8 or any successor form), with respect to an offering (for its own account or otherwise, and including any registration pursuant to Section 3) that includes any Registrable Securities, then the Company shall give prompt notice (the “Initial Notice”) to the Apollo Group and the Management Holders, and the Apollo Group and the

-10-

Management Holders shall be entitled to include in such Registration Statement the Registrable Securities held by them. The Initial Notice shall offer the Apollo Group and the Management Holders the right, subject to Section 4(b) (the “Piggyback Registration Right”), to register such number of shares of Registrable Securities as each such Holder may request and shall set forth (X) the anticipated filing date of such Registration Statement and (Y) the aggregate number of Registrable Securities that is proposed to be included in such Registration Statement. Subject to Section 4(b), the Company shall include in such Registration Statement such Registrable Securities for which it has received written requests to register within ten (10) days after the Initial Notice has been given.

(b)    Underwriters’ Cutback. Notwithstanding the foregoing, if a registration pursuant to Section 3 or this Section 4 involves an Underwritten Offering and the managing underwriter(s) of such proposed Underwritten Offering advises the Company or the Apollo Group that the total or kind of securities that such Holders and any other Persons intend to include in such offering (or Underwritten Shelf Take-Down, as applicable), or that the inclusion of certain Holders in such offering, would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering (or Underwritten Shelf Take-Down, as applicable), then the number of securities proposed to be included in such registration (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Company and all of the selling Apollo Group and Management Holders and other applicable Holders, such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order:

(i)    In the event of an exercise of any demand registration rights by the Apollo Group or any other Holder possessing such rights:

(1)    first, the securities held by the Person(s) exercising such demand registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration;

(2)    second, the securities held by the Apollo Group and the Management Holders or other applicable Holders requested to be included in such registration pursuant to the terms of this Section 4 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration; and

(3)    third, the securities to be issued and sold by the Company in such registration.

(ii)    In all other cases:

(1)    first, the securities to be issued and sold by the Company in such registration; and

-11-

(2)    second, the securities held by the Apollo Group and the Management Holders or other applicable Holders requested to be included in such registration pursuant to the terms of this Section 4 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration.

In the event that the managing underwriter(s) of such proposed Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) determines that participation in such Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) by a particular Holder or group of Holders (other than the Apollo Group) would be likely to adversely affect such Underwritten Offering (or Underwritten Shelf Take-Down, as applicable), such Holder or group of Holders shall not participate in such Underwritten Offering (or Underwritten Shelf Take-Down, as applicable).

(c)    Lock-ups. In connection with any registration by the Company under the Securities Act for sale to the public, no Holder shall sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, any Common Shares or Options without the prior written consent of the Company, for the period of time in which the Apollo Group has similarly agreed not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose publicly of, Common Shares or Options (and such Holders shall enter into customary lock-up agreements to that effect with the Company (and managing underwriter(s), if applicable)).

(d)    Company Control. Subject to Section 3, the Company may decline to file a Registration Statement after giving the Initial Notice, or withdraw any such Registration Statement after filing but prior to the effectiveness of such Registration Statement; provided that the Company shall promptly notify each Holder who was to participate in such offering in writing of any such action; provided, further, that the Company shall bear all reasonable and documented out-of-pocket expenses incurred by such Holder or otherwise in connection with such unfilled or withdrawn Registration Statement, up to a maximum of $10,000 per Holder, and no Holder shall be deemed to have made a Registration Request with respect to the unfilled or withdrawn Registration Statement. Except as provided in Section 3(f), the Company shall have sole discretion to select any and all underwriters that may participate in any Underwritten Offering.

(e)    Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering hereunder unless such Person agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements, lock-ups (subject to Section 4(c)) and other documents required for such underwriting arrangements. Nothing in this Section 4(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

-12-

(f)    Exchange Act Compliance. (A) In the event that the Company registers a class of securities under Section 12 of the Exchange Act, then the Company shall commence to file reports under Section 13 of the Exchange Act and file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act, and in any other event the Company shall make and keep public information available, as those terms are understood and defined in Rule 144, and (B) the Company shall, at the request of any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith furnish to such Holder, as applicable, a written statement of compliance with the reporting requirements of the SEC as set forth in Rule 144 and make available to such Holder such information as will enable the Holder to make sales pursuant to Rule 144.

(g)    Form S-8 Registration. As promptly as reasonable practicable following the date hereof, the Company agrees to register on Form S-8 (or any successor form), all Common Shares issuable upon exercise of the Options issued to the Management Holders, to the extent such securities are eligible to be registered thereon; provided that the Company may deregister unsold securities under any such Form S-8 and/or withdraw any such Form S-8 to the extent the Company generally deregisters unsold securities under and/or withdraws its outstanding, unexpired, effective registration statements on Form S-8 and Form S-3.

(h)    Expenses. As between the Company and the Holders, the Company will pay all registration fees and other expenses in connection with each registration of Registrable Securities requested pursuant to Section 3 and this Section 4; provided that each Holder shall pay all applicable underwriting fees, discounts and similar charges (pro rata based on the securities sold) and that all Holders as a group shall be entitled to a single counsel (at the Company’s expense) to be selected by the Apollo Group.

Section 5.    Indemnification.

(a)    Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each selling Holder, its officers, directors, employees and representatives and each Person who controls (within the meaning of the Securities Act) such selling Holder, and in the case of the Apollo Holder, its officers, managers, employees, representatives, Affiliates, the Apollo Group and any portfolio companies of any members of the Apollo Group or its Affiliates, against any losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may be caused by or contained in any information furnished in writing to the Company by such selling Holder for use therein; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary prospectus if (i) such selling Holder failed to deliver or cause to be delivered a copy of the prospectus to the Person asserting such loss, claim, damage, liability or expense after the Company has furnished such selling Holder with a sufficient number of copies of the same and (ii) the prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the prospectus, if such

-13-

untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the prospectus and the selling Holder thereafter fails to deliver such prospectus as so amended or supplemented prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense after the Company had furnished such selling Holder with a sufficient number of copies of the same.

(b)    Indemnification by Selling Holders. Each selling Holder agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, its directors, officers, employees and representatives and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission was caused by or contained in any information furnished in writing to the Company by such selling Holder for use therein and has not been corrected in a subsequent writing prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such selling Holder upon the sale of the securities giving rise to such indemnification obligation (except in the event of liability for fraud by such selling Holder). The Company and the selling Holders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any Registration Statement or Prospectus.

(c)    Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within thirty (30) days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually prejudiced by reason of such delay or failure; provided, further, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person or (C) in the reasonable judgment of any such Person, based upon advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any

-14-

settlement made without its consent (but such consent will not be unreasonably withheld). An indemnified party shall not be required to consent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. No indemnifying party will be required to consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within twenty (20) Business Days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to the terms hereof. If the indemnifying party notifies the indemnified party in writing that the indemnifying party desires to accept such offer, but the indemnified party refuses to accept such offer within twenty (20) Business Days after receipt of such notice, the indemnified party may continue to contest such claim and, in such event, the total maximum liability of the indemnifying party to indemnify or otherwise reimburse the indemnified party hereunder with respect to such claim shall be limited to and shall not exceed the amount of such offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the indemnifying party desires to accept such offer; provided that this sentence shall not apply to any settlement of any claim involving the imposition of equitable remedies or to any settlement imposing any material obligations on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. An indemnifying party who is not entitled to, or elects not to, assume the defense or a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of each additional counsel.

(d)    Other Indemnification. Indemnification similar to that specified in this Section 5 (with appropriate modifications) shall be given by the Company and each selling Holder with respect to any required registration or other qualification of securities under federal or state law or regulation of governmental authority other than the Securities Act.

(e)    Contribution. If for any reason the indemnification provided for in Section 5(a) and Section 5(b) is unavailable to an indemnified party or insufficient to hold such indemnified party harmless as contemplated by Section 5(a) and Section 5(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations; provided that no selling Holder shall be required to contribute in an amount greater than the dollar amount of the proceeds received by such selling Holder

-15-

with respect to the sale of any securities hereunder. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not itself guilty of such fraudulent misrepresentation.

Section 6.    Withholdings. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable Law or regulation, or may permit a Holder to elect to pay the Company any such required withholding taxes. If such Holder so elects, the payment by such Holder of such taxes shall be a condition to the receipt of amounts payable to such Holder under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to such Holder.

Section 7.    Governance; Information.

(a)    Each Holder agrees that the Company shall be governed in accordance with this Agreement, the certificate of incorporation of the Company and the by-laws of the Company, as well as any policies adopted in accordance with the foregoing, in each case, as each may be amended or supplemented from time in accordance therewith. Each Management Holder hereby agrees to be bound by and to act in accordance with the Policies.

(b)    In addition to the powers and authorities granted hereunder specifically conferred upon the Board, authority and power to exercise all powers of the Company pursuant to this Agreement or otherwise and do all lawful acts and things as are not by applicable Law, the Company’s organizational documents or this Agreement expressly required to be exercised or done by the Holders or any of them is hereby expressly conferred upon the Board. All determinations by the Board required or permitted pursuant to the terms of this Agreement shall be binding and conclusive, so long as they are made in good faith.

(c)    The Company shall furnish to the Apollo Group the annual, quarterly and monthly consolidated financial reports of the Company and its Subsidiaries promptly after the preparation thereof. The Company shall permit the Apollo Group and such Persons as it may designate to visit and inspect any of the properties of the Company and its Subsidiaries, examine the Company’s and any of its Subsidiaries’ books and records and take copies and extracts therefrom, discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s and any of its Subsidiaries’ officers, employees and public accountants (and the Company, on behalf of itself and each of its Subsidiaries, hereby authorizes such accountants to discuss with such Holder and such designees such affairs, finances and accounts) during normal business hours and upon reasonable notice. The Apollo Group is expressly permitted to share confidential information of the Company and its Subsidiaries with any potential purchaser of its Common Shares or any potential purchaser of the Company; provided that such potential purchaser executes a customary confidentiality agreement with the Apollo Group or the Company in order to preserve the confidentiality of such information.

-16-

Section 8.    Agreements of Management Holders. To the extent that a given Threshold Investment Management Holder, as of the date such Threshold Investment Management Holder becomes a party to this Agreement (or, if later, the date a Management Holder becomes a Threshold Investment Management Holder), is not subject to nonsolicitation, non-hire and/or noncompetition covenants of a type similar to those set forth Exhibit B hereto (such covenants, “Noncompetition Covenants”), then such Threshold Investment Management Holder shall execute and deliver to the Company as of such date a Non-Competition, Non-Solicitation and No-Hire Agreement in the form set forth in Exhibit B hereto. In addition, each Management Holder hereby agrees to the provisions in Section 8(a) through 8(d) below. Each Management Holder acknowledges that it has received good and valuable consideration, the sufficiency of which is hereby acknowledged, for the applicable covenants set forth in this Section 8.

(a)    Nondisclosure; Confidential Information. Each Management Holder shall not disclose or use at any time, either during his or her employment with or service to the Company and its Subsidiaries or thereafter, any Confidential Information of which the Management Holder is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by such Management Holder’s performance in good faith of duties assigned to such Management Holder by the Company or its Subsidiaries. Each Management Holder shall take all appropriate steps to safeguard Confidential Information in his or her possession and to protect it against disclosure, misuse, espionage, loss and theft. Each Management Holder shall deliver to the Company at his or her Termination of Service, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product of the business of the Company or any of its Affiliates that the Management Holder may then possess or have under his or her control. The obligations set forth in this Section 8(a) shall survive each Management Holder’s Termination of Service with the Company and its Subsidiaries. The foregoing does not limit any other nondisclosure or confidentiality obligation otherwise applicable to such Management Holder.

(b)    Nondisparagement. Each Management Holder shall not, either during his or her employment with or service to the Company and its Subsidiaries or thereafter, directly or indirectly, whether in writing or orally, publicly make any statement related to the Company, the Apollo Group, the Management Holder’s employment with or service to the Company or the Management Holder’s Termination of Service, including the reasons for or any of the events or circumstances surrounding such Termination of Service, that could reasonably be understood as disparaging the Company or the Apollo Group or any of their respective Affiliates, directors, officers, employees, agents, advisors or representatives or that is intended to harm the business or reputation of the Company, the Apollo Group or any of their respective Affiliates, directors, officers, employees, agents, advisors or representatives; provided, however, that the foregoing shall not be deemed to prevent or impair any Management Holder from testifying in any legal or administrative proceeding or responding to inquiries or requests for information by any regulator or auditor.

(c)    No Right of Continued Employment or Engagement of Services. Each Management Holder acknowledges that neither the ownership of any Securities nor any provision contained in this Agreement shall entitle the Management Holder to obtain employment with or engagement for services by, remain in the employment of or otherwise provide services to the Company or any of its Affiliates or affect any right the Company or its Affiliates may have to terminate the Management Holder’s employment or service.

-17-

(d)    Remedies. Each Management Holder acknowledges that the provisions of this Section 8 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement and in light of the opportunity to invest in the Company and to receive awards under the LTIP.    Each Management Holder further acknowledges and agrees that the terms of this Section 8 (inclusive of the Noncompetition Covenants applicable to such Management Holder): (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Company and its Affiliates, (iii) impose no undue hardship on such Management Holder and (iv) are not injurious to the public. Each Management Holder further acknowledges and agrees that a breach of the provisions of this Section 8 (inclusive of the Noncompetition Covenants applicable to such Management Holder) will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and agrees that the Company shall be entitled to temporary and permanent injunctive and other equitable relief (in addition to any other remedies that may be available at law or in equity) in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief) and without the necessity of proof of actual damages. Any severance payment previously made to a Management Holder breaching or attempting to breach this Section 8 (inclusive of the Noncompetition Covenants applicable to such Management Holder) shall be returned to the Company, and no further severance payments shall be made to such Management Holder. If any of the restrictions contained in this Section 8 is found by any court of competent jurisdiction to be unenforceable because it is too broad, then such restriction shall nevertheless remain effective but shall be considered amended to have the broadest terms that such court may find enforceable.

Section 9.    Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) to the number set out below if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid or (e) the day on which the same is sent via e-mail and has been confirmed via telephone. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

-18-

If to the Company:
Aegis Holdings, Inc. c/o Apollo Management VIII, L.P.
9 West 57th St.
New York, New York 10019
Attention:	Matthew H. Nord
Email:	nord@apollolp.com
Attention:	Laurie Medley
Email:	lmedley@apollolp.com
Telephone:	212-515-3484
Facsimile:	646-607-0528

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:	Andrew J. Nussbaum
	Gordon S. Moodie
Email:	AJNussbaum@wlrk.com
	GSMoodie@wlrk.com
Telephone:	(212) 403-1000
Facsimile:	(212) 403-2000

If to the Apollo Group:

AP VIII Aegis Holdings LP c/o Apollo Management VIII, L.P.
9 West 57th St.
New York, New York 10019
Attention:	Matthew H. Nord
Email:	nord@apollolp.com
Attention:	Laurie Medley
Email:	lmedley@apollolp.com
Telephone:	212-515-3484
Facsimile:	646-607-0528

with a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention:	Andrew J. Nussbaum
	Gordon S. Moodie
Email:	AJNussbaum@wlrk.com
	GSMoodie@wlrk.com
Telephone:	(212) 403-1000
Facsimile:	(212) 403-2000

-19-

If to any Management Holder: to the address set forth with respect to such Management Holder in the Company’s records.

The Company, any Holder or any spouse or legal representative of a Holder may effect a change of address for purposes of this Agreement by giving notice of such change to the Company, and the Company shall, upon the request of any party hereto, notify such party of such change in the manner provided herein. Until such notice of change of address is properly given, the addresses set forth in this Section 9 shall be effective for all purposes.

Section 10.    Miscellaneous Provisions.

(a)    Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(b)    Jurisdiction; Venue. The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Delaware Chancery Court located in Wilmington, Delaware, or (in the event that such court denies jurisdiction) any federal or state court located in the State of Delaware. By execution and delivery of this Agreement each party hereto irrevocably submits to the jurisdiction of such courts for himself, herself or itself and in respect of his, her or its property with respect to such action. The parties hereto irrevocably agree that venue for such action would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

(c)    Waiver of Jury Trial. BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE, APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

-20-

(d)    Interpretation. Each Management Holder shall be bound by the provisions contained in this Agreement, except that if any Management Holder is a party to a subscription, employment or other agreement with the Company or any of its Subsidiaries entered into on or following the date hereof that expressly supersedes any provision of this Agreement, the superseding provisions of such subscription, employment or other agreement shall control. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. The words “including,” “include” and “includes” shall be deemed to be followed by “without limitation.”

(e)    Binding Effect. This Agreement shall be binding upon the Company, the Apollo Holder, the Management Holders, any other Holders, any spouses of individual Holders and their respective heirs, executors, administrators and permitted successors and assigns. Any Holder who Transfers all of his, her or its Common Shares and Options in conformity with the terms of this Agreement shall have no further rights hereunder other than rights to indemnification under Section 5, if applicable (it being understood and agreed, for the avoidance of doubt, that the obligations and restrictions under Section 8 shall continue to apply to a Management Holder after such disposition in accordance with the terms of Section 8).

(f)    Amendment; Termination; Waiver. This Agreement may be amended, terminated or waived from time to time by an instrument in writing signed by the Company and the Apollo Holder; provided, however, that if an amendment, termination or waiver would materially disproportionately adversely affect the rights or obligations of the Management Holders as a group relative to the Apollo Holder, such instrument in writing shall also require the signatures of Management Holders who hold at least a majority of the outstanding Common Shares owned by all Management Holders as of the date of such amendment or waiver; provided, further, however, that if Registrable Securities have been registered pursuant to Section 3 or Section 4 prior to any such termination of this Agreement, Section 5 shall survive such termination. No course of dealing between the Company, its Subsidiaries and the Holders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. In the event of any amendment of or material waiver under this Agreement, the Company shall provide the Holders with a written notice of such amendment or waiver, with such notice conforming to the requirements set forth in Section 9. A copy of this Agreement and of all amendments hereto shall be filed and maintained at the principal offices of the Company.

(g)    Consent of Spouses. The spouses of the individual Holders are fully aware of, understand and fully consent and agree to the provisions of this Agreement and its binding effect upon any community property interests or similar marital property interests in the Common Shares or Options they may now or hereafter own, and agree that the termination of their marital relationship with any Holder for any reason shall not have the effect of removing

-21-

any Common Shares or Options otherwise subject to this Agreement from the coverage of this Agreement and that their awareness, understanding, consent and agreement are evidenced by their signing this Agreement. Furthermore, each individual Holder agrees to cause his or her spouse (and any subsequent spouse) to execute and deliver, upon the request of the Company, a counterpart of this Agreement, or an Adoption Agreement substantially in the form of Exhibit A or in a form satisfactory to the Company.

(h)    Specific Performance; Injunctive Relief. Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief (in addition to any other remedies that may be available at law or in equity) in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief).

(i)    Counterparts. This Agreement may be executed simultaneously in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. The failure of any Holder to execute this Agreement does not make it invalid as against any other Holder.

(j)    Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It is the intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceable provisions but are valid and enforceable to the fullest extent permitted by law.

(k)    Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

(l)    Entire Agreement. Except as otherwise expressly provided herein, this Agreement and the exhibits, schedules and annexes attached hereto or referred to herein, together with any Ancillary Agreement and the LTIP, sets forth the entire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter. Unless otherwise provided herein, any consent required by the Company may be withheld by the Company in its sole discretion.

-22-

(m)    No Third-Party Beneficiaries. Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement.

(n)    Adjustments for Stock Splits. If, and as often as, there are any changes in the Common Shares or Options by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Shares and Options as so changed.

(o)    No Recourse. No officer or director of the Company shall be personally liable to the Company or any Holder as a result of any acts or omissions taken under this Agreement in good faith. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding that certain of the Holders may be limited partnership or limited liability companies, each Holder covenants, agrees and acknowledges that, except as required by applicable Law, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against the Apollo Group or any of its Affiliates or any of its or their former, current or future direct or indirect equity holders, controlling persons, shareholders, directors, officers, employees, agents, Affiliates, members, financing sources, accountants, advisors, managers, general or limited partners, assignees or representatives (“Related Parties”), whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related Parties, as such, for any obligation or liability of the Company, the Apollo Group or any Holder, under this Agreement or any documents or instruments delivered in connection with this Agreement in respect of or by reason of obligations or liabilities or their creation.

(p)    Additional Issuances. In the event additional Common Shares or Options are issued by the Company to a Holder at any time during the term of this Agreement, either directly or upon the exercise or exchange of securities of the Company exercisable for or exchangeable into Common Shares or Options, such additional Common Shares or Options, as a condition to their issuance, shall become subject to the terms and provisions of this Agreement.

(q)    Assignment. Except as otherwise provided herein, no Holder may assign any of its rights or obligations under this Agreement without the prior written consent of the Apollo Group.

*  *  *  *  *

-23-

This Agreement is executed by each of the undersigned to be effective as of the date first above written.

PRESIDIO, INC.
By:
Name:	Robert Cagnazzi
Title:	Chief Executive Officer and President
AP VIII AEGIS HOLDINGS, L.P.
By: AP VIII Aegis Holdings GP, LLC, its general partner
By:
Name:	Laurie Medley
Title:

[Signature Page to Aegis Holdings, Inc. Securityholders Agreement]

Name of Holder:

Name of Spouse:

[Signature Page to Aegis Holdings, Inc. Securityholders Agreement]

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption”) is executed pursuant to the terms of the Amended and Restated Securityholders Agreement, dated as of [●], by and among Aegis Holdings, Inc., a Delaware corporation (the “Company”), and the Holders, a copy of which is attached hereto (as it may be amended or supplemented from time to time, the “Securityholders Agreement”) (capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Securityholders Agreement), by the transferee or the recipient of an issuance by the Company, as applicable (“Transferee”), executing this Adoption. By the execution of this Adoption, the Transferee agrees as follows:

1.    Acknowledgement. Transferee acknowledges that Transferee is acquiring certain Securities of the Company, subject to the terms and conditions of the Securityholders Agreement.

2.    Agreement. Transferee (a) agrees that the Securities acquired by Transferee, and certain other Securities that may be acquired by Transferee in the future, shall be bound by and subject to the terms of the Securityholders Agreement, pursuant to the terms thereof, (b) hereby adopts the Securityholders Agreement with the same force and effect as if he, she or it were originally a party thereto, and (c) agrees that Transferee shall be deemed to be a [insert “Management Holder” or “Holder,” as applicable] for purposes of the Securityholders Agreement.

3.    Notice. Any notice required as permitted by the Securityholders Agreement shall be given to Transferee at the address listed below Transferee’s signature.

4.    Law. THIS ADOPTION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS ADOPTION, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

5.    Joinder. The spouse of the undersigned Transferee, if applicable, executes this Adoption to acknowledge its fairness and that it is in such spouse’s best interest, and to bind such spouse’s community interest, if any, in the Securities and in the Securityholders Agreement, to the terms of the Securityholders Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Adoption Agreement as of the date written below.

Date:                  ,             

[NAME]

By:

Name:

Title:

[SPOUSE, IF APPLICABLE]

[Spouse Name]

Address for Notices

[Signature Page to Aegis Holdings, Inc. Adoption Agreement]

EXHIBIT B

FORM OF NON-COMPETITION, NON-SOLICITATION AND NON-HIRE AGREEMENT

(attached)

FORM OF

NON-COMPETITION, NON-SOLICITATION AND NO-HIRE AGREEMENT

THIS NON-COMPETITION, NON-SOLICITATION AND NO-HIRE AGREEMENT (this “Agreement”) is entered into as of [Date], by and among [Name], an individual (“Employee”), Presidio, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, Employee has detailed knowledge of competitively sensitive and important confidential information and trade secrets of the Company and its business, including information regarding the Company’s plans and relationships with customers, suppliers and others;

WHEREAS, Employee further recognizes the Company’s interests in protecting, among other things, the Company’s relationships with customers, suppliers and others, and the goodwill associated with its ongoing business;

WHEREAS, Employee has considered the effects of this Agreement, considers them reasonable and is willing to enter into and be bound by this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

1. Definitions. All capitalized terms used herein shall have the respective meanings set forth in this Section 1.

“Board” shall mean the board of directors of the Company.

“Company Party” shall mean the Company and any direct or indirect parent, sister company, or subsidiary of the Company; and “Company Parties” means, collectively, all of the foregoing entities.

“Competing Business” shall mean any one or more of the following: (i) any business engaged in by any Company Party, including, without limitation, the ownership and operation of voice, data and/or security value added resellers, system integrators, interconnects or voice and/or data managed service providers (except manufacturers of products (hardware or software)); or (ii) any other material line of business which any Company Party is actively pursuing (including, without limitation, as a potential acquisition target) as of the Termination Date.

“Control” shall mean the direct or indirect ownership of equity interests of such Person representing either (i) at least 50% of the equity interests of such Person or (ii) the direct or indirect power to elect or cause the designation of a majority of the board of directors or similar governing body of such Person, in each case whether through ownership of securities, by contract or otherwise.

“Person” includes any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.

“Protected Territory” shall mean the United States of America.

“Restricted Period” shall mean the period commencing on the date hereof and ending 18 months following the Termination Date.

“Termination Date” shall mean the date Employee ceases to be employed for any reason by any Company Party.

2. Confidential Information.

(a) Company Party Information. Employee agrees at all times during the term employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company Parties to fulfill Employee’s employment obligations, or to disclose to any Person without written authorization of the Board, any Confidential Information of a Company Party. Employee understands that “Confidential Information” means any Company Party proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and confidential information regarding customers (including, but not limited to, customers of a Company Party on whom Employee has called or with whom Employee became acquainted during Employee’s term of employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to Employee by a Company Party either directly or indirectly in writing, orally or by drawings or observation of parts or equipment. “Confidential Information” shall also include any information which is identified as confidential according to written Company policy. Employee further understands that “Confidential Information” does not include any of the foregoing items which either are generally known in the industry and not specific to any Company Party or have become generally known by or available to the public through no wrongful act of Employee.

(b) Former Employer Information. Employee agrees that he will not improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other Person and that he will not bring onto the premises of a Company Party any unpublished document or proprietary information belonging to any such employer or Person unless consented to in writing by such employer or Person. The Company agrees that it will not request or require Employee to use or disclose any trade secrets or proprietary information of any former or concurrent employer.

(c) Third Party Information. Employee recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any

2

Person or to use it except as necessary in carrying out Employee’s work for the Company consistent with the Company’s agreement with such third party, the terms and conditions of which shall be communicated by the Company to Employee on a timely basis.

(d) Notwithstanding Sections 2(a) through 2(c) above, Employee shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law or governmental entity; provided, however, that in the event disclosure is required by law or governmental entity, Employee shall, to the extent legally permissible, provide the Company with prompt notice of such requirement prior to making any disclosure so that the Company may seek an appropriate protective order.

3. Inventions.

(a) Inventions Retained and Licensed. Employee has attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to his employment with a Company Party (collectively referred to as “Prior Inventions”), which belong to Employee, which relate to a Company Party’s proposed business, products or research and development, and which are not assigned to the Company Party hereunder; or, if no such list is attached, Employee represents that there are no such Prior Inventions. If in the course of Employee’s employment with a Company Party, Employee incorporates into a Company product, process or machine a Prior Invention owned by Employee or in which Employee has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. Employee agrees to promptly make full written disclosure to the Company, hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of Employee’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Employee is in the employ of a Company Party (collectively referred to as “Inventions”). Employee further acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with a Company Party and which are protected by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Employee shall not incorporate any invention, original work of authorship, development, concept, improvement, or trade secret known to Employee to be owned, in whole or in part, by any third party, into any Invention without the Company’s prior written permission or at its direction.

(c) Inventions Assigned to the United States. Employee agrees to assign to the United States government all rights, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

3

(d) Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all Inventions made by Employee (solely or jointly with others) during the term of Employee’s employment with a Company Party. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company in writing. The records will be available to and remain the sole property of the Company at all times.

(e) Patent and Copyright Registrations. Employee agrees to assist the Company, or its designee, at the Company’s expense, in every commercially reasonable way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. Employee further agrees to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers after the termination of this Agreement. If the Company is unable because of Employee’s mental or physical incapacity or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s agent and attorney in fact, to act for and on Employee’s behalf and stead solely to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon in accordance with this Agreement with the same legal force and effect as if executed by Employee.

(f) Returning Company Documents. Employee shall, at the time of leaving the employ of a Company Party, deliver to the Company (and shall not keep in his possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by Employee pursuant to employment with a Company Party or otherwise belonging to a Company Party, its successors or assigns. In the event of the termination of Employee’s employment, Employee agrees to sign and deliver the “Termination Certification” attached hereto as Exhibit B.

(g) Notification of New Employer. In the event that Employee leaves the employ of a Company Party, Employee hereby grants consent to notification by the Company to his new employer about Employee’s rights and obligations under this Agreement.

4. Non-Competition. During the Restricted Period, Employee shall not singly, jointly, or as a partner, member, employee, agent, officer, director, stockholder or equity holder (except as a holder, for investment purposes only, of not more than three (3%) percent of the outstanding stock or other equity of any company or other entity listed on a national securities exchange, or actively traded in a national over-the-counter market), lender, consultant,

4

independent contractor, or joint venturer of any other Person, or in any other capacity, directly or beneficially: own, manage, operate, join, Control, or participate in the ownership, management, operation or Control of, or permit the use of his name by, or work for, or provide consulting, financial or other assistance to, a Competing Business anywhere in the Protected Territory.

5. Non-Solicitation and No-Hire.

(a) During the Restricted Period, Employee shall not:

(i) employ, retain or engage (as an employee, consultant, or independent contractor), or induce or attempt to induce to be employed, retained or engaged, any Person who is or was within twelve (12) months preceding the Termination Date an employee, consultant or independent contractor of any Company Party;

(ii) solicit, divert, take away, or attempt to solicit, divert or take away, any Person who is a customer or supplier of any Company Party or who otherwise is a contracting party with any Company Party, as of the date hereof or at any time during the period commencing on the date hereof and ending on the Termination Date, to a Competing Business; or

(iii) induce or attempt to induce any Person who is a customer or supplier of any Company Party or who otherwise is a contracting party with any Company Party, as of the date hereof or at any time during the period commencing on the date hereof and ending on the Termination Date, to reduce its patronage of such Company Party or to terminate any written or oral agreement or understanding or other relationships with such Company Party.

6. Scope of Restrictions. The parties agree that the covenants set forth in this Agreement shall be enforced to the fullest extent permitted by law. Accordingly if, in any judicial proceedings, a court shall determine that such covenant is unenforceable for any reason, including, without limitation, because it covers too extensive a geographical area or survives too long a period of time, then the parties intend that any such covenant shall be deemed to cover only such maximum geographical area and maximum period of time, if applicable, and/or shall otherwise be deemed to be limited in such manner, as will permit enforceability by such court. In the event that any one or more of such covenants shall, either by itself or together with other covenants be adjudged to go beyond what is reasonable in all the circumstances for the protection of the interests of the Company Parties, but would be adjudged reasonable if any particular covenant or covenants or parts thereof were deleted, restricted, or limited in a particular manner, then the said covenants shall apply with such deletions, restrictions, or limitations, as the case may be. The parties further agree that the covenants set forth in this Agreement are reasonable in all circumstances for the protection of the legitimate interests of the Company Parties.

7. Miscellaneous.

(a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Employee shall not be

5

permitted to assign any of its rights or obligations hereunder, directly or indirectly (by operation of law or otherwise), without the prior written consent of the Company, and any attempted assignment without the required consents shall be void. The Employee agrees that: (i) each Company Party that is not a party to this Agreement is a third party beneficiary of the covenants and agreements made herein and (ii) each Company Party that is not a party to this Agreement may enforce the provisions of this Agreement under and in accordance with this Agreement.

(b) Entire Agreement; Amendments. This Agreement (together with any prior agreements entered into by Employee and any Company Party, which are related to confidentiality, invention assignment, non-competition or non-solicitation) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes in their entirety all other or prior agreements, whether oral or written, with respect thereto. Employee may enter into one or more agreements that contain restrictions relating to confidentiality, invention assignment, non-competition or non-solicitation, each of which is intended to be separate and distinct and all of which are intended to be enforceable; provided that to the extent any such restriction in one agreement is more restrictive on Employee (either in respect of scope or time) than any similar restriction contained in any other agreement, the parties intend for the more restrictive provision (as determined by the Company) to be applied. The respective rights and obligations of the Company and Employee may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) or amended only with the written consent of a duly authorized representative of the Company and Employee.

(c) Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to the Company, addressed to:

Presidio, Inc.

1 Pennsylvania Plaza, New York NY 10019

Attention: General Counsel

Facsimile: (212) 652 - 10119

If to Employee, to the address set forth in the signature block to this Agreement under Employee’s name or such other address as the Employee may specify to the Company in writing.

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. Eastern Time

6

and, if sent after 5:00 p.m. Eastern Time, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance herewith, may specify a different address for the giving of any notice hereunder.

(d) Governing Law. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be construed and enforced in accordance with and governed by the laws of the State of Delaware (without giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).

(e) Consent to Jurisdiction.

(i) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE CHANCERY COURTS OF THE STATE OF DELAWARE AND THE U.S. DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.

(ii) EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 8(e) OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(iii) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 8(c) OF THIS AGREEMENT.

(f) Equitable Remedies. The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or

7

were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled, without the requirement of posting a bond or other security, to seek an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other parties and to seek to enforce specifically such terms and provisions of this Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled at law or in equity.

(g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

(h) Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts; Facsimile.

(i) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(ii) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(iii) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(iv) This Agreement may be executed in any number of counterparts, and by the different parties hereto on separate counterparts hereof, each of which shall be an original, and all of which together shall constitute one instrument.

(v) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile, Portable Document Format (PDF) or other electronic transmission shall be deemed to constitute and have the same legal effect as signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

(i) Expenses. In the event of any dispute relating to or arising from this Agreement or its enforcement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party any and all costs and expenses (including without limitation reasonable attorneys’ fees, court costs, arbitration costs, and fees of arbitrators) incurred in connection with litigating or arbitrating such dispute including any appeal therefrom.

8

[The remainder of this page is intentionally left blank.]

9

IN WITNESS WHEREOF, the undersigned have executed this Non-Competition, Non-Solicitation and No-Hire Agreement as of the date first written above.

COMPANY
PRESIDIO, INC.
By:
	Name:
	Title:

EMPLOYEE

EXHIBIT A

Inventions

EXHIBIT B

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Presidio, Inc. (the “Company”), except for Rolodex and similar personal phone directories.

I further certify that I have complied with all of the terms of the Company’s Non-Competition, Non-Solicitation and No-Hire Agreement (the “Agreement”), signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by the Agreement.

I further agree that, in compliance with the Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees to the extent provided in the Agreement.

Date:
	(Employee’s Signature)
	(Type/Print Employee’s Name)

EX-4.7

Exhibit 4.7

FORM OF STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [●], 2017, by and among PRESIDIO, INC., a Delaware corporation (the “Corporation”), and the Apollo Stockholders (as defined below) listed on Schedule A hereto.

WHEREAS, the Corporation and AP VIII Aegis Holdings, L.P., a Delaware limited partnership (“Aegis LP”), an Apollo Stockholder that is the holder of a majority of the outstanding shares of Stock (as defined below) as of the date hereof, wish to enter into this Agreement in accordance with the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:

Section 1    Definitions; Interpretation.

(a)    Definitions. As used herein, the following terms shall have the following respective meanings:

“Aegis LP” has the meaning set forth in the recitals.

“Affiliate” means, as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that, with respect to Apollo, the term “Affiliate” shall not include any portfolio companies of Apollo or its Affiliates (including the Corporation and its Subsidiaries) unless such entity directly owns any shares of Stock. For the avoidance of doubt, any co-investment vehicle controlled by any of the Apollo Entities shall be deemed to be an Affiliate of such Apollo Entities. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

“Agreement” has the meaning set forth in the Preamble.

“Apollo” means Apollo Investment Fund VIII, L.P.

“Apollo Entities” means, collectively, Apollo, Aegis LP, AP VIII Aegis Holdings GP, LLC and each of their respective Affiliates.

“Apollo Stockholder” means any Apollo Entity that owns any shares of Stock.

“Board” means the board of directors of the Corporation.

“Business Day” means any day other than a Saturday, Sunday or day on which commercial banks in New York City are authorized by law to close.

“Common Stock” means the common stock, par value $0.01 per share, of the Corporation and any stock into which such common stock may hereafter be changed or converted, or for which such common stock may be exchanged, and shall also include any other class of common stock of the Corporation hereafter authorized.

“Control Disposition” means a Disposition by the Apollo Entities that would have the effect of transferring to a Person or Group that is not an Affiliate of the Apollo Entities (or a portfolio company of one or more Apollo Entities or an Affiliate thereof) a number of shares of Stock such that, following the consummation of such Disposition, such Person or Group possesses the voting power to elect a majority of the Board or a majority of the board of directors (or other similar governing body) of any successor entity to the Corporation.

“Corporation” has the meaning set forth in the Preamble.

“Disposition” means any direct or indirect transfer, assignment, sale or any other disposition of Common Stock , or other transfer of beneficial ownership of Common Stock, whether voluntary or involuntary, including pursuant to a merger, consolidation or other extraordinary business combination. The pledge of Common Stock by an Apollo Entity as collateral to any institutional lender in connection with any financing shall not be deemed a “Disposition.”

“Group” has the meaning set forth in Section 13(d)(3) of the Securities Exchange Act.

“Person” shall be construed broadly and shall include an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity or a governmental entity.

“Representative” has the meaning set forth in Section 9(a).

“SEC” means the U.S. Securities and Exchange Commission or any successor governmental agency.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

“Senior Management” means the following officers, if in office, of the Corporation: (i) the Chief Executive Officer; (ii) the President; (iii) the Chief Financial Officer; (iv) the Chief Operating Officer; and (v) any Executive Vice President.

“Stock” means (i) the outstanding shares of Common Stock, (ii) any additional shares of Common Stock that may be issued in the future and (iii) any shares of capital stock of the Corporation into which such shares may be converted or for which they may be exchanged.

-2-

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such entity.

Any capitalized term used in any Section of this Agreement that is not defined in this Section 1 shall have the meaning ascribed to it in such other Section.

(b)    Rules of Construction. For all purposes of this Agreement, unless otherwise expressly provided:

(i)    “own,” “ownership,” “held” and “holding” refer to ownership or holding as record holder or record owner;

(ii)    the headings and captions of this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms hereof; and

(iii)    whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural.

Section 2    Rule 144.

The Corporation covenants that so long as the Common Stock is registered pursuant to Section 12(b), Section 12(g) or Section 15(d) of the Securities Exchange Act, it will file any and all reports required to be filed by it under the Securities Act and the Securities Exchange Act (or, if the Corporation is not required to file such reports, it will make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act) and that it will take such further action as the Apollo Stockholders may reasonably request, all to the extent required from time to time to enable the Apollo Stockholders to sell shares of Common Stock without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

Section 3    Board of Directors.

(a)    Nomination of Directors. The Apollo Stockholders, collectively, shall have the right, but not the obligation, to nominate for election to the Board:

(i)    up to five (5) directors, so long as the Apollo Entities collectively beneficially own at least 50% of the outstanding Stock;

(ii)    up to four (4) directors, so long as the Apollo Entities collectively beneficially own at least 30% of the outstanding Stock but less than 50% of the outstanding Stock;

-3-

(iii)    up to three (3) directors, so long as the Apollo Entities collectively beneficially own at least 20% of the outstanding Stock but less than 30% of the outstanding Stock; and

(iv)    up to two (2) directors, so long as the Apollo Entities collectively beneficially own at least 10% of the outstanding Stock but less than 20% of the outstanding Stock.

In the event the size of the Board is increased or decreased at any time to other than nine (9) directors, the Apollo Stockholders’ collective nomination rights under this Section 3(a) shall be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

(b)    Election of Directors. The Corporation shall take all action within its power to cause all nominees nominated pursuant to Section 3(a) to be included in the slate of nominees recommended by the Board to the Corporation’s stockholders for election as directors at each annual meeting of the stockholders of the Corporation (and/or in connection with any election by written consent or at a special meeting of the stockholders of the Corporation), and the Corporation shall use all reasonable best efforts to cause the election of each such nominee, including soliciting proxies in favor of the election of such nominees, in each case subject to applicable law.

(c)    Replacement of Directors. In the event that a vacancy is created at any time by the death, disqualification, resignation or removal of a director nominated pursuant to Section 3(a), or designated pursuant to this Section 3(c), the Apollo Stockholders, collectively, shall have the right to designate a replacement to fill such vacancy, and if the Apollo Stockholders collectively exercise such right, the Board shall use all reasonable best efforts to cause such designee to be promptly appointed to the Board to fill such vacancy, subject to applicable law. In the event of the failure to be elected of a director nominated pursuant to Section 3(a), or designated pursuant to this Section 3(c), the Board shall use all reasonable best efforts to expand the size of the board by one (1) director and to cause such designee to be promptly appointed to the Board to fill such newly created directorship, in each case subject to applicable law.

(d)    Removal of Directors. Upon the written request of the Apollo Stockholders, collectively, seeking to remove and/or replace a director nominated pursuant to Section 3(a), or designated pursuant to Section 3(c), the Corporation shall use reasonable best efforts to cooperate with such request, including to promptly call a special meeting of the stockholders of the Corporation.

(e)    Committees. So long as the Apollo Entities collectively beneficially own at least 30% of the outstanding Stock, the Board shall use reasonable best efforts to cause any committee of the Board to include in its membership at least one director nominated pursuant to Section 3(a) or designated pursuant to Section 3(c), except to the extent that such membership would violate applicable securities laws or stock exchange rules.

(f)    No Limitation. The provisions of this Section 3 are intended to provide the Apollo Stockholders with the minimum Board representation rights set forth herein.

-4-

Nothing in this Agreement shall (1) limit the rights that any Apollo Stockholder may otherwise have to nominate directors pursuant to the Charter or Bylaws (each as defined below) or (2) prohibit the Corporation from having a greater number of nominees or designees of the Apollo Stockholders on the Board or any committee thereof than otherwise provided herein.

(g)    Laws and Regulations. Nothing in this Section 3 shall be deemed to require that any party hereto, or any director of the Corporation, act in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange rule.

Section 4    Directors’ and Officers’ Insurance.

The Corporation shall maintain directors’ and officers’ liability insurance (including Side A coverage) covering the Corporation’s and its Subsidiaries’ directors and officers and issued by reputable insurers, with appropriate and customary policy limits, terms and conditions (including “tail” insurance if necessary or appropriate).

Section 5    Information.

For so long as the Apollo Entities collectively beneficially own at least 30% of the outstanding Common Stock, the Apollo Entities will be entitled to the following contractual information rights:

(a)    The Apollo Entities shall be entitled to reasonable access to consult with the Senior Management with respect to the Corporation’s business and financial matters, including management’s proposed annual operating plans. Upon request, members of Senior Management will meet regularly (on a quarterly basis) during each year with representatives of the Apollo Entities (each such representative, a “Representative”) at the Corporation’s and/or its Subsidiaries’ offices (or such other locations as the Corporation may designate) at mutually agreeable times for such consultation; and

(b)    The Apollo Entities and their respective Representatives shall be entitled to inspect the books and records and facilities and properties of the Corporation at reasonable times and intervals.

Section 6    Certain Actions.

(a)    Subject to the provisions of Section 6(b), without the approval of a majority of the directors then on the Board, which must include the approval of a majority of the directors nominated pursuant to Section 3(a) or designated pursuant to Section 3(c), the Corporation shall not, and (to the extent applicable) shall not permit any Subsidiary of the Corporation to:

(i)    amend, modify or repeal any provision of the Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time (the “Charter”), the Amended and Restated Bylaws of the Corporation, as amended from time to time (the “Bylaws”) or similar organizational documents of

-5-

the Corporation in a manner that disproportionately adversely affects the Apollo Entities;

(ii)    issue additional equity interests of the Corporation, other than (A) any award under any stockholder-approved equity compensation plan, (B) any award under an equity compensation plan approved by a majority of the directors nominated pursuant to Section 3(a) or designated pursuant to Section 3(c) or (C) any intra-company issuance among the Corporation and its wholly-owned Subsidiaries;

(iii)    merge or consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Corporation’s and its Subsidiaries’ assets, taken as a whole, to another entity, or enter into or agree to undertake any transaction that would constitute a “Change of Control” as defined in the Corporation’s or its Subsidiaries’ principal credit facilities or note indentures (other than, in each case, transactions between the Corporation and a wholly-owned Subsidiary);

(iv)    other than in the ordinary course of business with vendors, customers and suppliers, enter into any (A) acquisition by the Corporation or any Subsidiary of the equity interests or assets of any Person, or the acquisition by the Corporation or any Subsidiary of any business, properties, assets, or Persons, in one transaction or a series of related transactions or (B) disposition of assets of the Corporation or any Subsidiary or the shares or other equity interests of any Subsidiary, in each case where the amount of consideration for any such acquisition or disposition exceeds $100 million in any single transaction, or an aggregate amount of $200 million in any series of transactions during a calendar year;

(v)    incur financial indebtedness, in a single transaction or a series of related transactions, aggregating to more than $75 million, except that borrowings under the Corporation’s revolving credit and accounts receivable facility shall only count against such limit to the extent such borrowings exceed $125 million in the aggregate;

(vi)    terminate the Chief Executive Officer or designate a new Chief Executive Officer of the Corporation; or

(vii)    change the size of the Board.

(b)    The approval rights set forth in Section 6(a) shall terminate at such time as the Apollo Entities no longer collectively beneficially own at least 30% of the outstanding Stock.

Section 7    Duration of Agreement.

This Agreement shall terminate automatically upon the earlier to occur of: (i) the dissolution of the Corporation (unless the Corporation (or its successor) continues to exist after

-6-

such dissolution as a limited liability company or in another form, whether incorporated in Delaware or another jurisdiction), (ii) such time as the Apollo Entities collectively beneficially own less than 5% of the outstanding Stock or (iii) the consummation of a Control Disposition. Any Apollo Stockholder who disposes of all of its Stock shall automatically cease to be a party to this Agreement and have no further rights hereunder as an Apollo Stockholder.

Section 8    Severability.

If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.

Section 9    Governing Law; Jurisdiction.

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its choice or conflict of law provisions or rules.

(b)    The parties to this Agreement agree that jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Delaware Court of Chancery or, only in the event that such court declines jurisdiction, the federal courts located in the State of Delaware. By execution and delivery of this Agreement, each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties hereto irrevocably agree that venue for such action would be proper in such court and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without necessity for service by any other means provided by statute or rule of court.

Section 10    JURY TRIAL.

BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.

-7-

Section 11    Stock Dividends, Etc.

The provisions of this Agreement shall apply to any and all shares of capital stock of the Corporation or any successor or assignee of the Corporation (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the shares of Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the capital stock of the Corporation as so changed.

Section 12    Benefits of Agreement.

This Agreement shall be binding upon and inure to the benefit of the Corporation and its successors and assigns and each Apollo Stockholder and its permitted assigns, legal representatives, heirs and beneficiaries. Notwithstanding anything to the contrary contained herein, the Apollo Stockholders may assign their rights or obligations, in whole or in part, under this Agreement to one or more of their controlled Affiliates. Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement; provided that the Apollo Entities shall be deemed third-party beneficiaries of, and entitled to enforce their rights or remedies under, the provisions of this Agreement that benefit the Apollo Entities.

Section 13    Notices.

All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given if (a) personally delivered or sent by telecopier, (b) sent by nationally recognized overnight courier or (c) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

(i) If to the Corporation, to:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: Elliot Brecher

(ii) If to any Apollo Stockholder or Apollo Entity, to:

AP VIII Aegis Holdings GP, LLC

9 West 57th Street

New York, New York 10019

Attention: Laurie D. Medley

Any such communication shall be deemed to have been received (a) when delivered, if personally delivered or sent by telecopier, (b) the next Business Day after delivery, if sent by nationally recognized, overnight courier and (c) on the third (3rd) Business Day following the date on which the piece of mail containing such communication is posted, if sent by first-class mail.

-8-

Section 14    Modification; Waiver.

This Agreement may be amended, modified or supplemented only by a written instrument duly executed by (a) the Corporation and (b) the Apollo Stockholders. No course of dealing between the Corporation or its Subsidiaries and the Apollo Stockholders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

Section 15    Entire Agreement.

Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and, except for the Stockholders Agreement, dated as of February 2, 2015 and amended as of the date hereof, as may be amended from time to time, supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith, from and after the date of this Agreement. Unless otherwise provided herein, any consent required by any Person under this Agreement may be withheld by such Person in such Person’s sole discretion.

Section 16    Counterparts.

This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one agreement. The failure of any Apollo Stockholder to execute this Agreement does not make it invalid as against any other Apollo Stockholder.

Section 17    Director and Officer Actions.

No director or officer of the Corporation shall be personally liable to the Corporation or any Stockholder as a result of any acts or omissions taken under this Agreement in good faith.

Section 18    Apollo Stockholder Parties.

In the event that any Apollo Entity that is not an Apollo Stockholder as of the time this Agreement becomes effective thereafter becomes an Apollo Stockholder, such Apollo Entity shall automatically become party to this Agreement Schedule A shall be amended and restated to provide that such Apollo Entity shall have all of the rights and obligations of an Apollo Stockholder hereunder.

[Signature Page Follows]

-9-

The parties have signed this agreement as of the date first written above.

PRESIDIO, INC.
By:
	Robert Cagnazzi
	Chief Executive Officer
STOCKHOLDER:
AP VIII Aegis Holdings, L.P.
By:	AP VIII Aegis Holdings GP, LLC, its general partner
By:
Name:	Laurie D. Medley
Title:	Vice President

-10-

Schedule A: Apollo Stockholders

Entity Name	Address	Common Stock Beneficially Owned
AP VIII Aegis Holdings, L.P.			33,500,000

EX-10.11

Exhibit 10.11

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SYSTEMS INTEGRATOR AGREEMENT—UNITED STATES

This U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and The Presidio Corporation (“Integrator”), a Maryland corporation having its principal place of business at 5100-J Philadelphia Way, Lanham, Maryland 20706 is entered into as of the date last written below (“the Effective Date”).

This Agreement consists of this signature page and the following attachments, which are incorporated in this Agreement by this reference:

1.	Systems Integrator Agreement Terms and Conditions
2.	EXHIBIT A:	Integrator Profile
3.	EXHIBIT B:	Discount Schedule
4.	EXHIBIT C:	Support
5.	EXHIBIT D:	Networked Commerce Attachment
6.	EXHIBIT F:	Special Software License Terms
7.	EXHIBIT S:	Software License Agreement

This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto. Any orders accepted or Products delivered by Cisco after the date this Agreement is signed by Integrator but before the Effective Date, shall upon the Effective Date be deemed covered by the provisions of this Agreement, except for any deviations in price.

Where there was a prior Systems Integrator Agreement between Cisco and the Integrator, any Purchase Orders accepted or Products delivered by Cisco after the date of expiration of such prior agreement but before the Effective Date shall, until the Effective Date, be deemed covered by the terms and conditions of the said prior agreement, except for any deviation in price.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Agreement.

Presidio Corporation	Cisco Systems, Inc. (“Cisco”)
(“Integrator”)
Authorized Signature	Authorized Signature
Dale Shilling	Rick Timmins                                  VP WW Sales Finance
Name	Name
4/22/02	MAY 14 2002
Date	Date

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 1 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 1 of 39]

SYSTEMS INTEGRATOR AGREEMENT—UNITED STATES

TERMS AND CONDITIONS

1.0 DEFINITIONS.

Added Value is the non-Cisco component portion of Integrator’s total solution, which Integrator provides to End User. Examples of Added Value are pre- and post-sales network design, configuration, trouble-shooting, and support and the sale of complementary products and services that comprise a significant portion of the total revenues received by Integrator from an End User of Cisco Products. Integrator acknowledges that telesales, catalog sales, and sales over the Internet do not include Added Value if inbound communications from the prospective End User purchaser were prompted by something other than a face-to-face interaction between Integrator’s sales representative and such prospective End User. Integrator further acknowledges that providing financing options is not considered Added Value.

An Approved Source means (a) Cisco or (b) a distributor that is authorized by Cisco to redistribute Products and Services within the Territory to Integrator.

CCO is Cisco’s suite of on-line services and information at http://www.cisco.com.

Cisco Certified Internetworking Engineer (“CCIE”) is the status granted to Integrator employees who successfully complete the then-current CCIE Program offered by Cisco.

Documentation is user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials and other printed information relating to Products and/or Services offered by Cisco, whether distributed in print, electronic, CD-ROM or video format.

End User is the final purchaser or licensee which has acquired Products or Services for its own internal use and not for resale, remarketing or distribution. An entity which performs stocking, sparing or warehousing activities for third parties or procures Cisco Services or Software for delivery to third parties, is not an End User.

Hardware is the tangible product made available to Integrator.

Internal Use is any use of a Product or Service which is outside the definition of Resale provided below.

Price List is Cisco’s published global price list.

Product means, individually or collectively as appropriate, Hardware, licensed Software, Documentation, developed products, supplies, accessories, and other commodities related to any of the foregoing, listed on the then current Price List.

Purchase Order is a written or electronic order from Integrator to Cisco for Hardware, Software or support services therefor to be purchased, licensed or provided under this Agreement.

Resale is any of the following sales or dispositions of a Product or Service: (a) transfer of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to the End User of such Product or Service; (b) transfer of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to a financial intermediary such as a leasing company, even if such leasing company is affiliated with Integrator, where the Product or Service is used by an unaffiliated End User; or (c) retention of title (or, for Software, a license conferring the right to use the Software,

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 2 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 2 of 39]

and, for Services, the entitlement to receive such Services) by Integrator, but only where the Product or Service is deployed (including in connection with hosting, outsourcing or provisioned services offered by Integrator) for the use of End Users who are not affiliated with Integrator and who contract with Integrator for the provision of such services. In no event shall the term Resale include use of a Product or Service for the provision of network services to the general public. The verb “Resell” means to engage in Resale. For Special License Software, the transfer of a license conferring the right to use such Software means a Sublicense.

Sales Expert is the status that is granted to Integrator employees who successfully complete the then-current Sales Expert training curriculum offered by Cisco.

Services means any maintenance, or technical support and any other services performed or to be performed by Cisco, as set forth in this Agreement or the Exhibits hereto.

Software is the machine readable (object code) version of the computer programs listed from time to time on the Price List and made available by Cisco for license by Integrator, and any copies, updates to, or upgrades thereof.

Special License Terms are the terms and conditions set forth on Exhibit F with respect to the Special License Software described therein, or other terms and conditions applicable to other Special License Software to which Integrator may be asked to provide assent, electronically or in writing, prior to Cisco providing such Special License Software to Integrator.

Special License Software is Software, which is subject to the Special License Terms and the other provisions applicable thereto which are set forth in this Agreement and which shall be made accessible to third parties only by means of a Sublicense.

Sublicense is a written and signed license between Integrator and its End User(s) for use of and access to Special License Software meeting the requirements set forth in Section 9.0 of this Agreement.

Territory is those regions or countries identified in Exhibit A.

2.0 SCOPE.

This Agreement sets forth the terms and conditions for Integrator’s purchase and/or license of Products and Services during the term of the Agreement. Cisco authorizes Integrator to purchase and/or license Products and Services solely from an Approved Source, and to Resell or internally to use such Products and Services, solely as permitted in this Section 2.0. The provisions of Sections 4.0 through 7.0 of these Terms and Conditions, as well as Exhibit B to this Agreement, shall apply only with respect to Products and Services purchased directly from Cisco. All other provisions shall apply both to Products and Services purchased and/or licensed directly from Cisco and to Products and Services purchased or obtained from another Approved Source.

2.1 Integrator’s Internal Use.

Integrator may purchase and/or license, as the case may be, all Products and Services for its Internal Use in the Territory. For any Products purchased from Cisco for Internal Use, (a) the “Internal Use” discount specified in Exhibit B shall apply, and (b) Exhibit C may prohibit the purchase of particular Services for use by Integrator in connection with Products purchased for Internal Use. In the event Integrator purchases or licenses Products or Services for its Internal Use, Integrator shall be deemed to be the End User of such Products.

2.2 Commercial Integration And Resale. Subject to the terms and conditions of this Agreement, Cisco grants Integrator a non-exclusive, nontransferable right to Resell Products and Services directly to End Users in the Territory.

2.3 Added Value.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 3 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 3 of 39]

2.3.1 Integrator will, in each of its Resales of Cisco Products and Services, Resell such Products and Services with Integrator’s Added Value.

2.3.2 Integrator must at all times during the term of this Agreement, (a) be able to demonstrate products to prospective End Users at End User location; and (b) provide post-sales support.

2.4 Resale Outside the Territory. Integrator agrees not to solicit Product or Service orders, engage salespersons, or establish warehouses or other distribution centers outside of the Territory.

2.5 Sales to End Users. Integrator certifies that, except as set forth in sub-section 2.1, above, it is acquiring the Products and Services solely for Resale to End Users, in accordance with this Agreement. Integrator will not resell Products or Services to other resellers of Cisco Products or Services, whether or not such Resellers are authorized by Cisco to Resell Products or Services purchased from an Approved Source.

2.6 Redistribution of Software. Subject to and as authorized by the terms applicable to Special License Software in Section 9.0 of this Agreement, Integrator may sublicense Special License Software to End Users who may have access to and/or control over such Special License Software. Such End Users’ right to use Special License Software must be granted via a Sublicense.

2.7 Future Products and Services.

2.7.1 For any Products and Services included in the Price List, including but not limited to Products and Services which become or have become Cisco Products or Services as a result of an acquisition by Cisco of another entity, Cisco may require Integrator to comply with training requirements (including requirements included in a specialization or Advanced Technology Provider program) prior to allowing Integrator to purchase and/or license Products and Services for Resale, and may require on-going fulfillment of certification requirements to retain the right to purchase, license, Resell or support such Products.

2.7.2 Cisco reserves the right, during the term of this Agreement, to license and distribute additional items of Software. Such items of Software may be licensed under additional or different policies and license terms, which will be made available to Integrator at the time such items of Software, are provided to Integrator.

2.8 Resale to Government End Users.

2.8.1 Integrator will not Resell Products or Services to the United States Federal Government either directly or indirectly, or through the General Services Administration (“GSA”).

2.8.2 Cisco does not accept any government flowdown provisions, including but not limited to, the United States Government Federal Acquisition Regulations (“FARs”) and its supplements, Defense FARs, or NASA FARs, whether for Resale or Internal Use, notwithstanding the existence of such provisions on Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation.

2.8.3 With respect to GSA, California Multiple Award Schedule (“CMAS”), and other schedule contracts, this Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill any of Integrator’s GSA, CMAS, or similar contract obligations under any schedule contract.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 4 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 4 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.0 MULTINATIONAL DEPLOYMENT POLICY.

Unless mutually agreed in writing by the parties, Integrator shall procure equipment for deployment outside of the Territory only in accordance with Cisco’s then-current multinational deployment policies and procedures.

[***]

4.0 PRICES.

4.1 Prices for Products shall be those specified in Cisco’s then-current Price List less the applicable discounts specified in Exhibit B of this Agreement. Prices for Services shall be as stated in Exhibit C. All prices are FOB per the Uniform Commercial Code (for international shipments, Ex Works per INCOTERMS 2000), at Cisco’s site, San Jose, California, or other Cisco-designated shipping location. Cisco may change prices for the Products or for Services at any time by issuance of a revised Price List (including via electronic posting) or other announcement of price change.

4.2 Purchase Orders received before the date of Cisco’s announcement of price changes, and those received within thirty (30) days thereafter which specify a delivery date within ninety (90) days of the date of Cisco’s announcement, will be invoiced to Integrator without regard to the price change, provided however, price decreases will be effective for all Purchase Orders accepted by Cisco after the date of issuance or announcement of revised prices.

4.3 Integrator is free to determine its minimum resale prices unilaterally. Integrator understands that neither Cisco nor any employee or representative of Cisco may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of minimum resale prices. No employee or representative of Cisco or anyone else has any authority to determine what Integrator’s minimum resale prices for the Products or Services must be, or to limit Integrator’s pricing discretion with respect to the Products and Services. Cisco may make additional discount available to Integrator with respect to specific Products and Services in return for Integrator’s agreement to resell such Products and Services below a particular price. No such agreement shall limit Integrator’s ability to sell any such Products or Services for any price below the maximum price identified by Cisco.

4.4 All stated prices for Products or Services are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products or Services purchased or licensed pursuant to this Agreement shall be paid by Integrator (except for taxes based on Cisco’s income) unless Integrator shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

4.5 Cisco and Integrator may agree that Cisco will provide special pricing to Integrator for Integrator’s Resale to one or more specific End Users. Any such agreement must be in writing, and must specify a fixed time period during which such special pricing shall be provided. If no time limit is specified in the written agreement, the time period shall be ninety (90) days from the effective date of the written agreement regarding special pricing. If Cisco provides Integrator with such special pricing and subsequently determines that Integrator has Resold Products or Services purchased with such special pricing to End Users other than the End User identified in the written agreement, then Cisco may, in addition to all of its other rights and remedies, all of which are reserved, (a) invoice Integrator for the difference between such additional discount and Integrator’s then-current resale discount as set forth in Exhibit B; (b) audit Integrator’s purchases pursuant to Section 16.0 (“Audit”) and invoice Integrator for all reasonable costs incurred by Cisco in its performance of the Audit; (c) suspend Integrator’s access to price deviations and other Cisco sales and marketing programs; (d) suspend shipments to Integrator; and (e) terminate this Agreement pursuant to sub-sub-section 14.4.2.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 5 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 5 of 39]

5.0 ORDERS.

5.1 Integrator shall purchase or license, as appropriate, Products and Services by issuing a written or electronic Purchase Order signed (or in the case of electronic transmission, sent) by its authorized representative, indicating specific Products and Services; Cisco’s product numbers; quantity; unit price; total purchase price; shipping instructions; requested delivery dates; bill-to and ship-to addresses; tax exempt certifications, if applicable; identification of the End User for each Product; and any other special instructions.

5.2 The terms of the Networked Commerce Attachment (Exhibit D) shall apply for any orders submitted electronically, via CCO. No contingencies contained on such Purchase Order will be binding upon Cisco. The terms and conditions of this Agreement prevail regardless of any additional or conflicting terms on the Purchase Order or other correspondence submitted by Integrator to Cisco, and any such additional or conflicting terms are deemed rejected by Cisco unless expressly agreed to in writing.

5.3 All Purchase Orders are subject to approval and acceptance by the Cisco Integrator service order administration office of the Cisco entity, which shall supply the Products and Services. No other office is authorized to accept orders on behalf of Cisco. Cisco shall use commercially reasonable efforts to provide information regarding acceptance or rejection of such orders within ten (10) days from receipt thereof, or within three (3) business days, where orders are placed under CCO.

5.4 Integrator has the right to defer Product shipment for no more than thirty (30) days from the originally scheduled shipping date, provided written notice is received by Cisco at least ten (10) days before the originally scheduled shipping date. Cancelled orders, rescheduled deliveries or Product configuration changes made by Integrator less than ten (10) days before the original shipping date will be subject to (a) acceptance by Cisco, and (b) a charge of fifteen percent (15%) of the total invoice amount. Cisco reserves the right to reschedule delivery in cases of configuration changes made within ten (10) days of scheduled shipment.

5.5 During the term of this Agreement, Cisco may make the Products that are to be supplied outside the United States available for order in and delivery from an alternate central location and/or a Cisco affiliate, if it chooses. In the event that Cisco does so, Integrator will order the Products according to the procedures set forth at the time such ordering or delivery process becomes available. At such time, orders in conformance with Cisco’s policies will be shipped according to the availability, pricing, and expedited lead-times described in the procedures.

6.0 SHIPPING AND DELIVERY.

6.1 Shipping dates will be established by Cisco upon acceptance of Purchase Orders from Integrator. Shipping dates will be assigned as close as practicable to the Integrator’s requested date based on Cisco’s then-current lead times for the Products. Unless, given written instruction by Integrator, Cisco shall select the carrier.

6.2 Shipping terms are FOB Origin per Uniform Commercial Code (for international shipments, Ex Works per INCOTERMS 2000) at Cisco’s site, San Jose, California, or other Cisco-designated shipping location, which shall appear on Cisco’s order acknowledgement and/or be accessible via CCO.

6.3 Title and risk of loss shall pass from Cisco to Integrator upon delivery to the common carrier or Integrator’s representative at the delivery point per the applicable shipping term.

6.4 Delivery shall be deemed made upon transfer of possession to the carrier.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 6 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 6 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6.5 Integrator shall be responsible for all freight, handling and insurance charges subsequent to delivery. If Integrator requests delivery of Products to Integrator’s forwarding agent or other representative in the country of shipment, Integrator shall assume sole responsibility for compliance with applicable export laws and regulations, including the preparation and filing of shipping documentation necessary for export clearance.

6.6 Cisco shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. Except in accordance with the applicable delivery terms set forth in this Agreement, Cisco shall not have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Cisco.

6.7 All sales are final. Products are provided with written limited warranty statements that set out the terms under which Cisco will, at its option, repair, replace, or refund the purchase price of a defective or damaged product.

7.0 PAYMENT.

Upon and subject to credit approval by Cisco, payment terms shall be net [***] ([***]) days from shipping date. All payments shall be made in U.S. currency unless otherwise agreed. If at any time, Integrator is delinquent in the payment of any invoice, or is otherwise in breach of this Agreement, Cisco may, at its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any order or may, at its option, require Integrator to prepay for further shipments. Any sum not paid by Integrator, when due, shall bear interest until paid at a rate of [***]% per month ([***]% per annum) or the maximum rate permitted by law, whichever is less. Integrator grants Cisco a security interest in Products and Services purchased or licensed under this Agreement and any proceeds realized by Integrator upon any resale or redistribution of those Products and Services. If requested by Cisco, Integrator agrees to execute any financing statements Cisco may require to perfect this security interest.

8.0 INTEGRATOR OBLIGATIONS.

In a manner satisfactory to Cisco and at Integrator’s sole expense, Integrator agrees to:

8.1 employ competent and aggressive sales, technical support, and maintenance organizations, employees of which shall be full-time direct employees of Integrator who sell, deploy, install, secure acceptance of, and maintain the Products and Services;

8.2 purchase Demonstration/Evaluation Units for each appropriate selling location as mutually agreed to by the parties;

8.3 have a majority of the appropriate Integrator sales and technical support personnel participate in and successfully complete mandatory training course identified by Cisco as well as such additional training courses identified in an initial training plan which shall be mutually agreed to by the parties and implemented within the initial term of this Agreement;

8.4 maintain at least one (1) Cisco trained technical support person per servicing location;

8.5 maintain adequate manpower and facilities to ensure prompt handling of inquiries, orders, and shipments for Products and Services;

8.6 validate End User network configuration design and associated components, and assist End Users with system design;

8.7 keep Cisco informed as to any problems which involve Products or Services and/or Cisco technologies and require Cisco’s support or impact Integrator’s ability to deliver service or solutions to the End User, to communicate such problems promptly to Cisco, and to assist Cisco in the resolution of such problems;

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 7 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 7 of 39]

8.8 provide non-binding monthly forecasts to Cisco for the subsequent four (4) month period, monthly Inventory, and Point of Sale “POS” reports and such other information as is required under this Agreement;

8.9 participate in quarterly business meetings with Cisco to review the progress of the relationship and Integrator’s achievement as related to commitments such as, but not limited to: volume purchases, training and certification, support, and reporting;

8.10 appoint a relationship manager whose primary responsibility will be to work with the designated Cisco channel sales manager to manage the implementation of the Agreement, act as the focal point for day-to-day channel business issues and problem escalations, and participate in Cisco channel-related activities;

8.11 employ a minimum of one (1) CCIE, and (b) have the relationship manager identified in the preceding sub-section complete Sales Expert training; and

8.12 comply with all requirements set out in Exhibit A.

9.0 PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

9.1 Subject to the terms and conditions of this Agreement, Cisco grants to Integrator a non-exclusive, non-transferable license (a) to use the Software and Documentation for Integrator’s Internal Use under the terms of Exhibit S, and, with respect to Special License Software and related Documentation, the Special License Terms, and (b) during the term of this Agreement, to market and Resell the Software (including related Documentation) directly to End Users, solely as permitted by this Section of this Agreement, in the Territory, or, in the case of Special License Software, to grant to End Users Sublicenses to the Special License Software (including related Documentation) subject to the terms and conditions of this Section and the Special License Terms. Any Resale of any item of Software or Documentation to any person or entity other than Integrator itself that is not the End User of such Software or Documentation, including to any other Cisco integrator or reseller purchasing or licensing such Software or Documentation for purposes of Resale, is expressly prohibited.

9.2 The license granted herein shall be for use of the Software and Documentation in object code format only and solely as provided in Part (i) of Exhibit S and, with respect to Special License Software and related Documentation, the Special License Terms. Integrator may not sublicense, to any person or entity, its rights to distribute or sublicense the Software or Documentation.

9.3 Integrator shall provide a copy of the Software License Agreement (inclusive of Parts (i) and (ii)) (a copy of which is attached hereto as Exhibit S) to each End User of the Software prior to installation of the Software.

9.4 For Special License Software (and related Documentation), Cisco grants Integrator the right to grant its End Users a Sublicense to use the Special License Software (and related Documentation) pursuant to these terms and conditions and the Special License Terms. Redeployment of these licenses between End Users shall be subject to any restrictions set forth in the applicable Special License Terms. End Users’ right to use this Software (and related Documentation) must be granted via a Sublicense.

9.5 Integrator shall notify Cisco promptly of any breach of the Software License Agreement or Special License Terms and further agrees that it will diligently pursue or, at Cisco’s request, assist Cisco to diligently pursue, an action against any third parties in breach of the license.

9.6 The Special License Terms contain certain terms, which apply to certain current Special License Software product offerings by Cisco. In the future, Cisco may develop or acquire new Special License Software products, which may be governed by other Special License

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 8 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 8 of 39]

Terms, or Cisco may change its current terms, which will govern future license purchases by Integrator. With respect to these new Special License Terms, Cisco may require that Integrator acknowledge and accept these new terms prior to purchase by methods chosen by Cisco, including by electronic means.

10.0 LIMITED WARRANTY.

10.1 Cisco Products are provided with written limited warranties. Integrator will pass through to End Users all written limited warranties provided by Cisco with Products purchased by Integrator.

10.2 Notwithstanding any other provision hereof, Cisco’s sole and exclusive warranty and obligation with respect to the Products sold hereunder are set forth in Cisco’s Limited Warranty Statement delivered with the Product. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF. Integrator shall indemnify Cisco for any warranties made in addition to Cisco’s standard warranty and for any misrepresentation of Cisco’s reputation or Cisco’s Products.

10.3 DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. Integrator acknowledges that the Internet URL address and the web pages referred to above may be updated by Cisco from time to time; the version in effect at the date of delivery of the Products to the Integrator shall apply.

11.0 TRADEMARK USAGE.

11.1 Cisco grants to Integrator the right to use the name, logo, trademarks, and other marks of Cisco (collectively, the “Marks”) for all proper purposes in the sale of Cisco Products and Services to End Users and the performance of Integrator’s duties hereunder only so long as this Agreement is in effect. Integrator’s use of such Marks shall be in accordance with Cisco’s policies including, but not limited to trademark usage and advertising policies, and be subject to Cisco’s approval. Integrator agrees not to attach to any Products any trademarks, trade names, logos, or labels other than an aesthetically proper label identifying the Integrator, its location and its relationship to Cisco. Integrator further agrees not to affix any Marks to products other than genuine Products.

11.2 Integrator shall have no claim or right in the Marks, including but not limited to trademarks, service marks, or trade names owned, used or claimed now or which Cisco has authority to grant Integrator the right to use in the future. Integrator shall not make any claim to the Cisco Marks or lodge any filings with respect to such Marks or marks confusingly similar to the Marks, whether on behalf of Cisco or in its own name or interest, without the prior written consent of Cisco. Integrator shall discontinue its use of any Mark promptly upon request of Cisco.

12.0 CONFIDENTIAL INFORMATION.

12.1 Integrator acknowledges that, in the course of selling the Products and Services, and in connection with this Agreement and its relationship with Cisco, Integrator may obtain information relating to the Products and Services, and/or to Cisco, which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, Software source documents, data,

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 9 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 9 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

customer lists, financial information, and sales and marketing plans or information posted on CCO which Integrator knows or has reason to know is confidential, proprietary or trade secret information of Cisco.

12.2 Integrator shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its expiration or termination, keep in trust and confidence all such Confidential Information, and shall not use such Confidential Information other than as expressly authorized by Cisco under this Agreement, nor shall Integrator disclose any such Confidential Information to third parties without Cisco’s written consent.

12.3 Integrator further agrees to immediately return to Cisco all Confidential Information (including copies thereof) in Integrator’s possession, custody, or control upon termination or expiration of this Agreement at any time and for any reason.

12.4 The obligations of confidentiality set forth herein shall not apply to information which (a) has entered the public domain except where such entry is the result of Integrator’s breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in Integrator’s possession; or (c) subsequent to disclosure hereunder is obtained by Integrator on a nonconfidential basis from a third party who has the right to disclose such information to the Integrator. Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.

13.0 PATENT AND COPYRIGHT INFRINGEMENT.

13.1 [***]

13.2 [***]

13.3 [***]

13.4 [***]

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 10 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 10 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

13.5 [***]

14.0 TERM AND TERMINATION.

14.1 This Agreement shall commence on the Effective Date and continue thereafter for a period of one (1) year, unless extended by written agreement of both parties or sooner terminated as set forth below. Without prejudice to either party’s right to terminate this Agreement as set forth in Sections 14.2 to 14.5 below. Cisco may, by written notice to Integrator, given at least thirty (30) days prior to the end of the then-current term of the Agreement, extend the term of the Agreement for the period set forth in such notice, up to a maximum of one (1) year beyond the then-current expiration date. Any extension shall be on the same terms and conditions then in force, except as may be mutually agreed in writing by the parties. Notwithstanding Cisco’s right to extend the term of this Agreement, each party acknowledges that this Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the duration or renewal of this Agreement beyond those expressly stated herein.

14.2 Either party may at any time terminate this Agreement for convenience, for any reason or no reason, by providing the other party with forty-five (45) days prior written notice of termination.

14.3 Cisco may, upon twenty (20) days written notice, terminate this Agreement in the event (a) there is a change of ownership of Integrator (i.e. entering into a binding agreement for purchase or sale by one person or other entity) of ten percent (10%) or more of Integrator’s voting shares or securities, (b) there is an entering into a binding agreement for acquisition or transfer of a controlling interest in Integrator, or (c) there is an entering into a binding agreement for any investment in Integrator by a competitor of Cisco or an investment in a competitor by Integrator.

14.4 This Agreement may at any time be terminated immediately by either party by providing the other party with written notice under any of the following conditions:

14.4.1 Either party ceases to carry on business as a going concern, either party becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver or similar officer is appointed with respect to a substantial part of its assets.

14.4.2 Either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days, after written notification by the other party of such breach.

14.5 Notwithstanding the foregoing, this Agreement may be terminated immediately by Cisco in the event of Integrator’s breach of Section 9.0, “Proprietary Rights and Software Licensing”, or Section 12.0, “Confidential Information”.

14.6 Unless otherwise agreed in writing by Cisco after the effective date of termination of this Agreement, upon either the expiration of this Agreement or the issuance by either party of notice of termination of this Agreement: (a) Cisco may cease all further deliveries due against existing orders; (b) Cisco may accelerate all outstanding invoices immediately to become due and may require payment by certified or cashier’s check; (c) subject to sub-section 24.8, “Survival”, all rights and licenses of Integrator hereunder shall terminate, including any right to provide or Resell Services, except that Integrator may continue to use Products and Services purchased for Internal Use, and distribute, in accordance with normal business practices and the terms and conditions of this Agreement, Products

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 11 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 11 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

received from Cisco prior to the date of expiration or termination; and (d) Integrator shall no longer identify itself or hold itself out as being an authorized re-seller of Products except for the limited purpose described in this sentence.

14.7 Upon termination or expiration of this Agreement, Integrator shall immediately return to Cisco all Confidential Information and data (including all copies thereof) then in Integrator’s possession or custody or control including, without limitation:

14.7.1 All technical materials and business plans supplied by Cisco;

14.7.2 All manuals and agreements covering Products and Services; and

14.7.3 Any customer or prospect lists provided by Cisco.

14.8 IN THE EVENT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON, INTEGRATOR SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE RELATED TO SUCH TERMINATION OR EXPIRATION (BUT NOT LIMITING ANY CLAIM FOR DAMAGES IT MIGHT HAVE ON ACCOUNT OF CISCO’S BREACH OF THIS AGREEMENT, EVEN IF THE BREACH GAVE RISE TO TERMINATION, SUCH LIABILITY BEING GOVERNED BY AND SUBJECT TO THE LIMITATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT), SPECIFICALLY INCLUDING NO RIGHTS TO DAMAGES OR INDEMNIFICATION FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE REVENUES OR PROFITS, EXPENDITURES FOR PROMOTION OF THE CISCO PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOOD WILL OF INTEGRATOR OR INDEMNITIES FOR ANY TERMINATION OR EXPIRATION OF A BUSINESS RELATIONSHIP.

15.0 SUPPORT.

Integrator shall provide all warranty support to End Users as required in the provisions of Exhibit C titled “Warranty Service,” provided that Integrator may obtain technical assistance from Cisco in connection with its provision of warranty support. In addition, Integrator shall make available all support offerings identified in Exhibit C.

16.0 AUDIT.

[***]

17.0 USE, EXPORT, RE-EXPORT, & TRANSFER CONTROLS.

Integrator hereby acknowledges that the Products, Services, and technology or direct products thereof (“Products and Technology”), supplied by Cisco under this Agreement are subject to export controls under the laws and regulations of the United States (U.S.). Integrator shall comply with such laws and regulations governing use, export, re-export, and transfer of Cisco Products and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Cisco and Integrator each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents. Integrator agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products and Technology, purchased and deployed or distributed, according to U.S. and local laws for a minimum of 5 years following exportation. Integrator acknowledges that detailed information

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 12 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 12 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

regarding compliance with U.S. use, export, re-export, and transfer laws may be found at:

http://www.cisco.com/wwl/export/compliance_provision.html.

18.0 FORCE MAJEURE.

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, actions of governmental entities, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay.

19.0 PRODUCT CHANGES.

Modifications which do not affect the compliance of a Product with the terms of this Agreement or which Cisco deems necessary to comply with specifications, changed safety standards or governmental regulations, to make the Product non-infringing with respect to any patent, copyright or other proprietary interest, or to otherwise improve the Product may be made at any time by Cisco without prior notice to or consent of Integrator and such altered Product shall be deemed fully conforming.. Cisco shall use commercially reasonable efforts to provide at least thirty (30) days prior notice of the discontinuance of any Product. Such notice may be provided by electronic posting on CCO.

20.0 COMPLIANCE WITH LAWS.

20.1 Integrator shall obtain all licenses, permits and approvals required by any government, including any recycling or take-back programs applicable to packaging or Products, and shall comply with all applicable laws, rules, policies and procedures including requirements applicable to the use of Products under telecommunications and other laws and regulations, of any government or other competent authority where the Products are to be sold or used (collectively “Applicable Laws”).

20.2 Integrator will indemnify and hold harmless Cisco for any violation or alleged violation of any Applicable Laws.

20.3 Integrator hereby represents and warrants that: (a) it shall comply with all Applicable Laws; (b) this Agreement and each of its terms are in full conformance and in compliance with such laws; and (c) it shall not act in any fashion or take any action or permit or authorize any action which will render Cisco liable for a violation of the U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist it or Cisco in obtaining or retaining business and (i) it will not violate or cause Cisco to violate such act in connection with the sale or distribution of Cisco Products and/or services; and (ii) if Integrator is a non-governmental entity, it will notify Cisco in writing if any of its owners, partners, principals, and officers are or become during the term of this Agreement officials, officers or representatives of any non-United States government or political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products by such government.

20.4 Integrator shall use its best efforts to regularly and continuously inform Cisco of any requirements of laws, statutes, ordinances, governmental authorities directly or indirectly affecting this Agreement, the sale, use and distribution of Products, or Cisco’s trade name, trademarks or other commercial, industrial or intellectual property interests, including, but not limited to, certification of the Products from the proper authorities in the Territory.

21.0 [***]

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 13 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 13 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[***]

22.0 [***]

23.0 NOTICES.

Except where this Agreement provides that notices may be provided by posing on CCO, all notices required or permitted under this Agreement will be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or electronic mail (in the case of Cisco to “contract-notice@cisco.com”, and in the case of Integrator to                  ) (provided that the original document is placed in air mail/air courier or delivered personally, within seven days of the facsimile electronic notice); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.

24.0 GENERAL.

24.1 CHOICE OF LAW. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the State and federal courts of California shall have jurisdiction over any claim arising hereunder. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

24.2 NO WAIVER. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of such right or any other right under this Agreement.

24.3 ASSIGNMENT. Neither this Agreement nor any rights under this Agreement, other than the right to receive monies due or to become due, shall be assigned or otherwise transferred by Integrator (by operation of law or otherwise) without the prior written consent of Cisco. Cisco shall have the right to assign all or part of this Agreement without Integrator’s approval. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

24.4 SEVERABILITY. In the event that any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this Agreement by written notice to the other.

24.5 ATTORNEYS’ FEES. In any suit or proceeding relating to this Agreement the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 14 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 14 of 39]

the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgement. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgement.

24.6 NO AGENCY. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. No employee of either party shall be or become, or shall be deemed to be or become, an employee of the other party by virtue of the existence or implementation of this Agreement. Each party hereto is an independent contractor. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

24.7 URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

24.8 SURVIVAL. Sections 9.0, 10.0, 12.0, 13.0, 14.0, 16.0, 17.0, 18.0, 20.0, 21.0, 22.0, 24.0 and the license to use the Software set out in Section 9 and Exhibit S (subject to the termination provisions set forth in Exhibit S) shall survive the termination of this Agreement.

24.9 HEADINGS. Headings of sections have been added only for convenience and shall not be deemed part of this agreement.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 15 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 15 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A

INTEGRATOR PROFILE

Integrator’s assigned sales Territory:

United States, excluding Puerto Rico.

Vertical markets addressed by Integrator’s Added Value:

[***]

Integrator’s Added Value:

[***]

Integrator’s Volume Requirement:

During first [***] ([***]) months of this Agreement, Integrator will purchase at least [***] dollars ($[***]) of Cisco Products and Services.

Integrator’s Certification Requirement:

As of the Effective Date, and throughout the term of this Agreement, Integrator will maintain at least [***] in the Territory.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 16 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 16 of 39]

EXHIBIT B

DISCOUNT SCHEDULE

1.                  Certification Incentive

Cisco Premier, Silver and Gold Certified Partner Programs are designed to recognize and reward Partners who achieve the highest expertise in selling, designing, supporting, and servicing Cisco solutions. Certified Partners have completed comprehensive training that ensures a consistently high level of Product knowledge, technical expertise and service capabilities. Integrator’s discount will be set based on the certification level Integrator has been awarded at the time it submits a particular purchase order for Products. Attainment of certification levels is governed by the requirements of Cisco’s Channel Partner Program. Effective July 2, 2001, these requirements will be changed as part of the new Channel Partner Program. The new and old requirements for each certification level are provided in the URLs identified in the following table:

Program	Version	URL
Gold	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/gold/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/gold/requirements.shtml
Silver	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/silver/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/silver/requirements.shtml
Premier	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/premier/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/premier/requirements.shtml

Partner must comply with the requirements of a particular Program as outlined in the information provided at the associated URL in order to achieve and retain all program benefits, including any associated increase in discount.

Integrator’s participation in a particular certification Program may be subject to additional requirements, including compliance with Program audit requirements. Certification requires the submission of an electronic application. The application and program transition guidelines are available at:

www.cisco.com/go/channelprograms/

Certifications are granted by country, and discount points attributable to certification will be provided based on the country specified in point of sale information provided by Integrator at time of order. Cisco may designate larger geographical areas in which certifications are effective. Such multi-national areas will be identified by Cisco to Integrator at

www.cisco.com/go/channelprograms/

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 17 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 17 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.                  Discount Matrices

Discounts for Products will be as follows:

Integrator’s Certification Level	Integrator’s Discount (percentage off of Cisco’s then-current Global Price List list price)
Gold	[***] percent
Silver	[***] percent
Premiere	[***] percent

Note: Cisco reserves the right to introduce future Product families at different discounts. Cisco will notify Integrator in writing (including by posting on CCO) at least thirty (30) days prior to the introduction of such a new family of Products.

3.            Internet Commerce/Point of Sale Reporting

Integrator will submit electronically complete Point of Sale information with each of its Resales of Products under this Agreement.

POS information is submitted electronically when Integrator uses IC or EDI (Electronic Data Interchange) technology in a format agreed in advance with Cisco to submit orders electronically.

POS information must include the following:

A. Integrator’s Purchase Order number.

B. Cisco’s Product name and number.

C. End User (name of business or organization), ship-to and bill-to address (country, state or province (US and Canada only), zip or postal code), phone number.

Cisco shall have the right to verify all POS information provided; Integrator shall provide Cisco with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on Cisco’s written request.

In the event Integrator does not provide POS information at the time of order entry, Integrator shall prepare such information in an electronic format as specified by Cisco and forward such POS information to Cisco within seven (7) days following the submission of an Order. The information shall include all that which is set forth above under “IC/POS”. Cisco shall have the right to verify the information in such reports and shall be provided with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on request.

Such reports shall be sent to the following e-mail address: us1_tier_pos@cisco.com

or such other address as Cisco may specify.

4.            Internal Use Discount

Integrator may purchase Products for Internal Use at a discount of [***] percent off of Cisco’s then current list prices for such Products.

5.            Demonstration/Evaluation/Lab Product Discount

To assist Integrator in its sales and marketing efforts, Integrator shall be entitled to a discount of [***] percent ([***]%) for its purchases of demonstration, evaluation, and lab equipment. This discount may be applied to a maximum total value of Cisco Products as follows:

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 18 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 18 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Integrator’s Certification Level	Maximum total value of Cisco Products*/ Integrator may purchase using 45 percent demonstration/evaluation/lab discount
Gold	$[***] in any [***]-month period.
Silver	$[***] in any [***]-month period.
Premier	$[***] in any [***]-month period.

^*/ Based on purchase price paid by Integrator to Cisco.

Integrator agrees to use such Products solely for demonstration/evaluation (non-production) purposes and any software received with or for such Products may not be distributed further, and software for such Products is licensed to Integrator solely for use for demonstration and evaluation purposes.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 19 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 19 of 39]

EXHIBIT C

SUPPORT EXHIBIT

[SVC-10012G Release Date: 11/07/01]

CISCO BRAND SERVICES RESALE EXHIBIT

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein.

1. DEFINITIONS.

1.1. “Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Distributor.

1.2. “CCO” means Cisco Connection Online, Cisco’s online information web server.

1.3. “Equipment Schedule” means the approved Cisco-provided list of Product covered under each End User’s Support Agreement, where applicable.

1.4. “First Call” means the initial call made by the End User when requesting assistance with Product.

1.5. “Other Product” means Product which an End User acquired from sources other than Integrator.

1.6. “Services” mean the Cisco brand services listed in Attachment 1 which are available for resell to End User.

1.7. “Support Agreement” means the then-current agreement for the Services.

2. SCOPE The support hereunder is intended for Integrators which do not support End Users under their own brand of service. Integrator, in lieu of providing service directly, will resell Cisco brand Services to be delivered directly by Cisco to the End User as described herein.

3. CISCO RIGHTS AND OBLIGATIONS. For each End User to which Integrator resells Cisco brand services, Cisco will provide, in accordance with the following terms and conditions, Services directly to Integrator’s End User as described herein.

3.1. CCO Access. Cisco will provide an appropriate level of partner access to CCO. This system provides Integrator with technical and general information on Products.

3.2. Warranty. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes and Hardware replacement service to Integrator as follows:

3.2.1. Bug Fixes.

3.2.1.1. When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

3.2.1.2. Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users provided the End User is currently licensed to use the Software.

3.2.2. Hardware Support. Cisco will replace Product in accordance with the warranty terms set forth in the published Product warranty provided with the original Product.

3.3. Resale of Services.

3.3.1. Service Availability. Cisco will make the Services listed in Attachment 1 to this Exhibit available to Integrator to resale to Integrator’s End Users. Services are subject to the availability limitations specified in Attachment 1.

3.3.2. Resale Options. Cisco provides two means of reselling Cisco brand services to End Users, a partner managed option and a pass through option as described below.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 20 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 20 of 39]

3.3.2.1. Partner Managed. Under this option, Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using End User’s Support Agreement number. At all times the End User has the option of calling Cisco directly for support. In addition, Integrator may request email notification whereby Cisco notifies Integrator of End User activity with Cisco.

3.3.2.2. Pass Through. Under this option, all interaction is solely between Cisco and the End User. The End User calls and open cases directly with Cisco.

3.3.2.3. Option Selection. Integrator must choose either the partner managed or pass through option on the Cisco Support Resale Form (Attachment 2). If Integrator does not select an option, Cisco will assume the pass through option applies.

3.4. Support Agreements. Support will be provided to End Users pursuant to a Support Agreement between Cisco and End User. The Support Agreements to be used are provided by Cisco. Notwithstanding anything to the contrary, nothing in this Exhibit shall require Cisco to execute a Support Agreement with an End User.

3.4.1. Prior to commencing Services for an End User, Cisco must receive the documents specified in Section 4.1.2 of this Exhibit whereupon Cisco will:

3.4.1.1. Validate Product model and serial numbers.

3.4.1.2. Confirm by executing and returning the Support Agreement, and providing an Equipment Schedule (excluding charges) and the Support Agreement number to the End User.

3.4.1.3. Provide a copy of the Equipment Schedule (including charges) and Support Agreement number to Integrator.

4. INTEGRATOR RIGHTS AND OBLIGATIONS.

4.1. Resale of Services. Subject to the terms and conditions of this Exhibit, Integrator is authorized on a non-exclusive basis to resell the Services to End Users, according to the following process:

4.1.1. Integrator resells the Services to an End User, providing the End User with a copy of the relevant Support Agreement for review and signature. Integrator may not make any modification(s) to the Support Agreement.

4.1.2. Cisco requires the following documents from Integrator prior to commencing Services to End Users:

4.1.2.1. Completion and submission of a Resale Form (Attachment 2 to this Exhibit).

4.1.2.2. Signed Support Agreement by the End User sent to the following address:

Cisco Systems, Inc.

Service Business Operations (Contracts)/Customer Advocacy

170 West Tasman Drive

San Jose, CA 95134

4.1.2.3. Valid purchase order for the applicable service price from Integrator.

4.1.2.4. Completed Letter of Assurance, a copy of which is provided with the Support Agreement when applicable.

4.1.2.5. Integrator’s submission of incomplete or incorrect documents, including unauthorized modifications to a Support Agreement, will delay execution and return of the Support Agreement.

4.1.3. Renewal of Support Agreements. The End User’s Support Agreement will be renewed according to whether the pass through or the partner managed option has been selected by Integrator as follows:

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 21 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 21 of 39]

4.1.3.1. Partner Managed. Under the partner managed option, Cisco renews the Support Agreement through Integrator. Forty five (45) days prior to renewing the Equipment Schedule to the Support Agreement, Cisco will send a renewal notice to Integrator. Upon receipt of Cisco’s notice of renewal of the Equipment Schedule for the End User, Integrator will forward to Cisco either (i) the completed renewal with purchase order or (ii) notice of cancellation. If renewal or notice of cancellation is not received by Cisco by the renewal date of the Equipment Schedule, Cisco reserves the right to renew directly with the End User.

4.1.3.2. Pass Through. Under the pass through option, Cisco will renew all Support Agreements directly with the End User. Integrator is not involved in the renewal of Service delivered through the pass through option.

4.1.4. Responsibilities under Partner Managed Option.

4.1.4.1. All calls opened by Integrator on behalf of the End User shall be handled and escalated in accordance with the Cisco’s Problem Prioritization and Escalation Guideline (Appendix A).

4.1.4.2. Equipment Schedule.

4.1.4.2.1. For all Services, Product covered under an End User’s Support Agreement is listed in the Equipment Schedule(s).

4.1.4.2.2. Integrator must provide thirty (30) days notice of requested addition(s) to the Equipment Schedule. In addition, thirty (30) days notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule which End User has moved to a new location, Integrator will notify Cisco in writing (i.e., facsimile, electronic mail or using CCO).

4.1.4.2.3. The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference from when the change is requested to the end of the impacted Equipment Schedule’s term.

4.2. Warranty Service.

4.2.1. Integrator shall provide to its End Users, at no charge, all warranty service for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. Warranty service consists of the following Software and Hardware replacement services:

4.2.1.1. Integrator will distribute Bug Fixes to the End User during the warranty period.

4.2.1.2. Integrator will meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

4.2.2. Returns Coordination. For Product returned to Cisco for replacement under warranty, Integrator will comply with the following:

4.2.2.1. Coordinate the return of all failed parts, freight and insurance prepaid, to the Cisco designated location. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Product will be invoiced to Integrator at the then current list price.

4.2.2.2. Comply with the following RMA procedure:

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 22 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 22 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4.2.2.2.1. Ensure all Products are properly packaged prior to being shipped, and will include a written description of the failure and specification of any changes or alterations made to the Product. Product returned to Cisco will conform in quantity and serial number to the RMA request.

4.2.2.2.2. Tag each Product returned with the RMA transaction number and a brief description of the problem.

4.3. Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. Each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name, address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

5. PRICE AND PAYMENT TERMS.

5.1. Discount for Initial Term. For the initial term of the Equipment Schedule(s) to the Support Agreement, the price of Services to Integrator is the then-current service list price less the applicable discount based on Integrator’s penetration rate calculated as follows:

5.1.1. Determination of Service Penetration Rate. Service penetration rate is calculated by Integrator’s total number of Products covered by Cisco brand services (per Attachment 1) as a percentage of the total number of Products purchased over a period of twelve (12) months, starting from fourteen (14) months prior to the Effective Date of the Agreement.

Penetration Rate	Discount
0% - 35%	[***]%
36% - 55%	[***]%
56% - 74%	[***]%
75%+	[***]%

5.1.2. Integrator’s resale discount is listed in Attachment 3 to this Exhibit. Cisco will review Integrator’s actual service sales penetration at six month intervals and reserves the right to adjust Integrator’s resale discount at the time of review.

5.1.3. Integrator must have purchased Product for a minimum of twelve months in order to determine the penetration rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be [***] percent ([***]%).

5.1.4. Integrator’s discount on Services shall be determined by calculating the rate of Services penetration solely on Product purchased by Integrator under this Agreement.

5.2. Upon renewal of the Equipment Schedule(s), the discount will be as follows: Under the partner-managed resale option, the discount shall be the corresponding discount associated with the Penetration Rate. Under the pass through option, Integrator will not receive a discount as Cisco renews directly with End User.

5.3. The discounts listed above do not apply when Integrator resells Cisco brand services for Other Product. Integrator discount for Other Product shall be [***] percent ([***]%).

5.4. All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement.

5.5. All prices in the Equipment Schedule(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: time and material fees and Product list price of replaced Product not returned pursuant to the terms of End User’s Support Agreement.

5.6. This Agreement may be terminated by Cisco and/or Cisco may suspend its performance immediately upon Notice if (i) Integrator does not provide the Unsupported End User List pursuant to Section 4.3 within thirty (30) days after the end of the previous quarter and

Presidio/US Sl Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 23 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 23 of 39]

after Notice from Cisco or (ii) Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after Notice from Cisco of such past due payment. Notwithstanding the above, Cisco shall have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

5.7. Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

5.8. Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) a request to support Other Product and (ii) a letter from the End User including a request for Service from the Integrator and a list of the Product(s) and serial number(s) to be supported.

6. GENERAL.

6.1. Entitlement. Integrator acknowledges that an End User is entitled to receive support services only on Product for which Integrator has paid the applicable support fees. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary.

6.2. Disclosure of Contract Information. Integrator acknowledges and agrees that in no event shall any of the information contained in this Exhibit or Integrator’s Agreement number be disclosed to any third party.

6.3. Representations and Warranties. Integrator shall not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither Integrator nor Cisco will make any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

6.4. Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

6.5. Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees, resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise. This shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

Presidio/US Sl Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 24 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 24 of 39]

ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Availability
SMARTnet 8x5xNext Business Day (“NBD”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway
SMARTnet 8x5x41	Available in the U.S., Canada and Australia
SMARTnet 24x7x41	Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5xNBD	Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5x41,2	Available in the U.S., Canada and Australia
SMARTnet Onsite 24x7x41,2	Available in the U.S., Canada and Australia
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway

A current list of Services is provided above. List may be updated from

time to time. Current information is available upon request.

1.    Availability is restricted to within one hundred (100) miles of a parts depot.

2.    Availability is restricted to within fifty (50) miles of an authorized service location.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 25 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 25 of 39]

ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Select Resale Option

☐ Pass-through Option:	Cisco delivers support, Cisco renews direct with End User.
☐ Partner Managed Option:	Cisco delivers support, Integrator manages renewal, Integrator first call optiona Partner Notification optional.

STEP 2 - Complete Integrator billing information.  (required for both resale options)

INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):  ☐ Same as Sales

Order Bill-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS (for Partner Managed Option)

Address or Alias:                                                         (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

Step 3 - Complete End User billing information (required for pass-through option only)

END USER: Name and Billing Address (as they appear on Purchase Order) :      ☐ Same as Sales

Order Ship-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/Phone No.:

STEP 4 - Complete Coverage Type, site details and existing contract information (required for both resale options)

Presidio/US Sl Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 26 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 26 of 39]

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 27 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 27 of 39]

Additional Sites Worksheet

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 28 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 28 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

CISCO BRAND SERVICES RESALE DISCOUNT

Integrator’s discount:     [***]                    

Presidio/US Sl Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 29 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 29 of 39]

APPENDIX A

CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

To ensure that all problems are reported in a standard format, Cisco has established the following problem priority definitions. These definitions will assist Cisco in allocating the appropriate resources to resolve problems. Integrator must assign a priority to all problems submitted to Cisco.

PROBLEM PRIORITY DEFINITIONS:

Priority 1 :	An existing network is down or there is a critical impact to the End User’s business operation. Cisco, Integrator and End User will commit full-time resources to resolve the situation.
Priority 2 :	Operation of an existing network is severely degraded, or significant aspects of the End User’s business operation are being negatively impacted by unacceptable network performance. Cisco, Integrator and End User will commit full-time resources during Standard Business Hours to resolve the situation.
Priority 3 :	Operational performance of the network is impaired while most business operations remain functional. Cisco, Integrator and End User are willing to commit resources during Standard Business Hours to restore service to satisfactory levels.
Priority 4 :	Information or assistance is required on Cisco product capabilities, installation, or configuration. There is clearly little or no impact to the End User’s business operation. Cisco, Integrator and End User are willing to provide resources during Standard Business Hours to provide information or assistance as requested.

Cisco encourages Integrator to reference this guide when Integrator-initiated escalation is required. If Integrator does not feel that adequate forward progress or the quality of Cisco service is satisfactory, Cisco encourages Integrator to escalate the problem ownership to the appropriate level of Cisco management by asking for the TAC Duty Manager.

CISCO ESCALATION GUIDELINE:

Elapsed Time	Priority 1	Priority 2	Priority 3	Priority 4
1-Hour	Customer Engineering Manager
4-Hour	Technical Support Director	Customer Engineering Manager
24-Hour	Vice President Customer Advocacy	Technical Support Director
48-Hour	President (CEO)	Vice President Customer Advocacy
72-Hour			Customer Engineering Manager
96-Hour		President (CEO)	Technical Support Director	Customer Engineering Manager

Note:

Priority 1 problem escalation times are measured in calendar hours 24 hours per day, 7 days per week. Priority 2, 3 and 4 escalation times correspond with Standard Business Hours.

The Cisco Manager to which the problem is escalated will take ownership of the problem and provide the Integrator with updates. Cisco recommends that Integrator-initiated escalation begin at the Customer Engineering Manager level and proceed upward using the escalation guideline shown above for reference. This will allow those most closely associated with the support resources to correct any service problems quickly.

ACCESSING TAC:

North America, South America:	+1-800-553-2447 (within the United States)
	+1-408-526-7209
Europe, Middle East, Africa:	+32-2-778-4242
Asia Pacific:	+1-800-805-227 (within Australia)
	+61-2-9935-4107

Presidio/US Sl Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 30 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 30 of 39]

EXHIBIT D

NETWORKED COMMERCE ATTACHMENT

This Networked Commerce Attachment (“Attachment”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Attachment; provided, that to the extent that there is conflict between the Agreement and this Attachment, the terms of this Attachment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

1. Integrator may enroll in Cisco’s Marketplace Internetworking Product Center (the “Program”) by returning the form set forth in Attachment 1 indicating the users of Integrator who are authorized to submit electronic orders on behalf of Integrator (“Authorized Users”). Upon execution of the Agreement by Cisco and Integrator, Cisco will entitle those users to submit electronic orders. The Program allows direct Integrators and partners to configure, price, and route orders and then submit them electronically.

2. Integrator agrees that the person using the Program address/password is an Authorized User and has the capacity and authority to place orders for Cisco Products and services on behalf of Integrator, and Program password security is the responsibility of Integrator. Cisco and Integrator agree that an order placed through the Program is the equivalent of a signed purchase order.

3. Integrator shall have the right to change, add or delete Authorized Users upon written notification, with verification of receipt, to Cisco. Cisco agrees to implement such changes, additions or deletions within twenty-four (24) hours of receipt of such written notification.

4. Integrator’s participation in the Program may be terminated by Cisco, with or without cause, upon fifteen (15) days written notice to Integrator.

5. Cisco reserves the right to accept or decline any purchase order submitted via the Program.

6. Integrator agrees that a Cisco invoice may be the only documentation provided by Cisco for purchase and payment of Cisco’s Products and services ordered via the Program.

7. The parties agree that Cisco shall not be liable for any incidental, consequential or special damages arising from, or as a result of, the electronic transmission of orders or other information even if Cisco has been advised of the possibility of such damages.

8. Integrator agrees to waive any future challenge to the validity and enforceability of any order submitted via the Program on the grounds that it was electronically transmitted and authorized.

9. Integrator is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Program.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 31 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 31 of 39]

EXHIBIT D

ATTACHMENT 1

NETWORKED COMMERCE AGENTS ENROLLMENT ATTACHMENT

INTEGRATOR AUTHORIZED USER FORM

Please indicate the names of the users of Integrator who are authorized to submit electronic orders on behalf of Integrator (i.e. Authorized Users) under the Program. If there are any special circumstances or restrictions that apply to an Authorized User, please indicate in the area provide at the bottom of the page.

NAME (FIRST & LAST) JOB TITLE USER ID

Special Instructions/Restrictions:

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 32 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 32 of 39]

EXHIBIT F

SPECIAL LICENSE TERMS

DEFINITIONS APPLICABLE TO ALL SPECIAL LICENSES

Service Provider means an entity which has acquired Cisco’s Products in order to create and provide Network Services to End Users.

Network Services include the following services: access to the Internet and data transmission and value-added telecommunications services related to such transmission, including managed network services whereby Service Provider manages network elements belonging to or located at the premises of End Users in conjunction with telecommunications services to End Users by Service Provider.

CISCO NAM SOFTWARE

1.0 DEFINITIONS

Central NAM Software means a software system that is configured to handle initial route requests from the Integrator network. Central NAM Software is capable of handling a variety of initial routing requests to completion, and uses scripting logic to return a network label to the Integrator network. This label instructs the network on where to deliver the call. The Central NAM Software also forwards some route requests to dedicated CICM Software.

Central Site Software means the Software known as the Central NAM Software and CICM Software which must be centrally located at Integrator’s site in order to provide call center services to Integrator’s End Users.

CICM Software means the Software known as the Customer Intelligent Contact Management (“CICM”) Software which are installed at Integrator’s central site, dedicated to a specific End User and connected to Remote Site Software.

CISCO NAM Software means Software, which Cisco designates as the Network Applications Management (“NAM”) Software and associated tools and utilities.

Remote Site Software(s) means that portion of the CISCO NAM Software that must be installed at an End User site in order for such End User to receive call center services from the Integrator or which is installed centrally at Integrator’s central site and End User has access to same. Remote Site Software means the Software known as the CISCO Peripheral Gateway, CISCO AdminWorkstation, CISCO Gateway Partitioning and other CISCO Software deployed to a specific Customer and a specific CICM Software instance.

2.0 LICENSE RESTRICTIONS

2.1 If CISCO NAM Software is licensed to a Service Provider by an Integrator, Integrator may grant Service Provider the non-exclusive, non-transferable license to distribute Remote Site Software in the Territory to its End Users subject to these Special License Terms on a temporary basis while Service Provider is providing call center services via the CISCO NAM Software to such End User. Service Provider’s license to such End User must be via a Sublicense between Service Provider and End User where this Sublicense meets the requirements set forth in the Agreement to which this Exhibit is attached. Integrator shall ensure that Service Provider is bound and will abide by the Special License Terms for CISCO NAM Software.

2.2 CISCO NAM Software may be used internally in Integrator’s organization and may be used as a component of a service offering to third parties.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 33 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 33 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.3 Integrator may only distribute and grant access to Remote Site Software via a Sublicense to End Users who may use this Software only during the period where an Integrator is providing call center services to the End User via the Software.

2.4 Once call center services between Integrator and End User have ceased, End User will cease using and return the Remote Site Software to Integrator. Once returned, Integrator may redeploy the CICM Software and redeploy Remote Site Software which were dedicated to that former End User to another End User subject to Cisco’s then-current redeployment policies and fees.

2.5 If Integrator has purchased Advanced Services Customer Program Licenses, then Integrator may only deploy the total number of Advanced Services Customers listed on the Order. Each Advanced Services Customer must be entered as a customer in the CICM configuration and correspond to an entry in the Customer Definition Table for the CICM instance in which that Customer is defined. Each Advanced Services Customer entry in a Customer Definition Table (Central NAM or CICM Software) must have an Advanced Services Customer Program License.

2.6 If Integrator has purchased a CICM Software license, then Integrator may install a single instance of the CICM application under this license. A CICM instance has an independent CICM database, its own set of Windows NT registry configuration entries, and its own set of TCP/IP service ports for communication with other CICM system components. Each such instance is an independent CICM for purposes of the license grant, whether there is a single CICM instance or multiple CICM instances installed on the underlying hardware.

2.7 The End User’s license to use the Software(s) shall terminate by (1) End User’s breach of the terms and conditions of the Software License Agreement as modified or (2) if Integrator ceases performing call center services via the Software to End User. Once End User’s license terminates, End User shall discontinue using the Software and return any Software in its possession to Integrator.

3.0 REDEPLOYMENT POLICIES AND FEES

3.1 Integrator may only redeploy each CICM Software from supporting one End User to supporting another End User once in each twelve (12) month period with the first such redeployment period beginning upon the shipping date of such Software and ending twelve (12) months thereafter and the second such redeployment period commencing on the expiration of the first such period and so on. The redeployment fees due Cisco as the result of such redeployment shall equal [***] ([***]%) of the list price of such CICM Software at the time this redeployed Software was first ordered.

3.2 The redeployment fees due Cisco as the result of a redeployment of Remote Site Software from supporting one End User CICM Software instance to another shall equal [***] ([***]%) of the list price of such Remote Site Software at the time this redeployed Software was first ordered.

3.3 With respect to the redeployment of Remote Site Software, should this software be redeployed by connecting it to a different type of target platform, Cisco will charge Integrator a license conversion fee equal to [***] ([***]%) of the list price of the Software connecting to the new target platform at the time the licenses are converted. Furthermore, should this software be redeployed by connecting it to a new target platform and there is a difference between the list price of the Software connecting to the existing platform at the time this Software was first ordered and the list price of the Software connecting to the new target platform at the time of conversion and the list price for the Software connecting to the new target platform is greater, Integrator will pay Cisco the difference between these two prices after applying Integrator’s current discount for the Software. No credit will be given to Integrator should the list price for the Software

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 34 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 34 of 39]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

connecting to the new target platform be less than the list price for the Software connecting to the existing platform.

3.4 The redeployment and conversion fees specified herein do not include any charges or expenses for any services Cisco performs at the request of Integrator in relation to the redeployed or converted Software. Redeployment and conversion fees shall be due upon redeployment or conversion as the case may be.

3.5 Should Integrator need to inventory CICM Software and Remote Site Software because same cannot be redeployed immediately, Integrator may take these inventoried items off support; however, to reestablish support for these items, Cisco will charge Integrator a reinstatement fee equal to the support fees not paid that would have been paid if the Software had been continuously covered by support plus [***] ([***]) percent of same.

CISCO ICM SOFTWARE

CISCO ICM Software may only be used internally to Integrator’s or End User’s organization and may not be used as a component of a service offering to third parties; additionally, Integrators may distribute this ICM Software to Service Providers or End Users via a Sublicense for its internal use under the terms and conditions of the Agreement to which this Exhibit is attached.

If customer, whether an Integrator or End User, has purchased an ICM Software license, then such customer may install a single instance of the ICM application under this license. An ICM instance has an independent ICM database, its own set of Windows NT registry configuration entries, and its own set of TCP/IP service ports for communication with other ICM system components. Each such instance is an independent ICM for purposes of the license grant, whether there is a single ICM instance or multiple ICM instances installed on the underlying hardware.

CISCO CUSTOMER INTERATION SUITE SOFTWARE

The CISCO Customer Interaction Suite Software may only be used internally to Integrator’s or End User’s organization and may not be used as a component of a service offering to third parties; additionally, Integrators may distribute this Software to Service Providers or End Users via a Sublicense under the terms and conditions of the Agreement to which this Exhibit is attached.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 35 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 35 of 39]

EXHIBIT S

END USER LICENSE AND SOFTWARE WARRANTY

Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARE.

BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM CISCO OR AN AUTHORIZED CISCO RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER.

The following terms govern your use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with Cisco or (b) includes a separate “click-on” license agreement as part of the installation and/or download process. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the written agreement, (2) the click-on agreement, and (3) this Software License.

License.    Subject to the terms and conditions of and except as otherwise provided in this Agreement, Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary licensing the Software, if sale is not directly by Cisco Systems, Inc. (“Cisco”), and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the specific Cisco program modules, feature set(s) or feature(s) for which Customer has paid the required license fees (the “Software”), in object code form only. In addition, the foregoing license shall also be subject to the following limitations, as applicable:

● Unless otherwise expressly provided in the documentation, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable documentation permits installation on non-Cisco equipment) for communication with Cisco equipment owned or leased by Customer;

● Customer’s use of the Software shall be limited to use on a single hardware chassis, on a single central processing unit, as applicable, or use on such greater number of chassises or central processing units as Customer may have paid Cisco the required license fee; and

● Customer’s use of the Software shall also be limited, as applicable and set forth in Customer’s purchase order or in Cisco’s product catalog, user documentation, or web site, to a maximum number of (a) seats (i.e. users with access to the installed Software), (b) concurrent users, sessions, ports, and/or issued and outstanding IP addresses, and/or (c) central processing unit cycles or instructions per second. Customer’s use of the Software shall also be limited by any other restrictions set forth in Customer’s purchase order or in Cisco’s product catalog, user documentation or web site for the Software.

NOTE:    For evaluation or beta copies for which Cisco does not charge a license fee, the above requirement to pay a license fee does not apply.

General Limitations.    Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:

(i) transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Cisco equipment, and any such attempted transfer, assignment or sublicense shall be void;

(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 36 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 36 of 39]

(iii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.

To the extent required by law, at Customer’s request, Cisco shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Cisco’s applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information.

Upgrades and Additional Copies.    For purposes of this Agreement, “Software” shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, “Upgrades”) or backup copies of the Software licensed or provided to Customer by Cisco or an authorized distributor for which Customer has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO CISCO EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP PURPOSES ONLY.

Proprietary Notices.    Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates or any Software without the prior written permission of Cisco. Customer may make such backup copies of the Software as may be necessary for Customer’s lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.

Protection of Information.      Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Cisco. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Cisco. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Cisco.

Term and Termination.  This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. Customer’s rights under this License will terminate immediately without notice from Cisco if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software in its possession or control.

Customer Records.    Customer grants to Cisco and its independent accountants the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to Cisco the appropriate licensee fees.

Export.  Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

U.S. Government End Users.  The Software and associated software documentation qualify as “commercial items,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to Government end user, or, if this Agreement is direct Government end user will acquire, the

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 37 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 37 of 39]

Software and software documentation with only those rights set forth herein that apply to non-governmental customers. Use of this Software and software documentation constitutes agreement by the government entity that the computer software and computer software documentation is commercial, and constitutes acceptance of the rights and restrictions herein.

Limited Warranty

Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary licensing the Software, if sale is not directly by Cisco Systems, Inc. (“Cisco”) warrants that commencing from the date of delivery to Customer (but in case of resale by a Cisco reseller, commencing not more than ninety (90) days after original shipment by Cisco), and continuing for a period of the longer of (a) ninety (90) days or (b) the period set forth in the Warranty Card accompanying the Product (if any): (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to its published specifications. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the Customer who is the original licensee. Customer’s sole and exclusive remedy and the entire liability of Cisco and its suppliers under this limited warranty will be, at Cisco or its service center’s option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer, if different than Cisco. In no event does Cisco warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Cisco does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

Restrictions. This warranty does not apply if the Product (a) has been altered, except by Cisco, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Cisco, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which Cisco does not receive a payment of purchase price or license fee.

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

General Terms Applicable to the Limited Warranty Statement and Software License

Disclaimer of Liabilities. IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Cisco’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

The Warranty and the Software License shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws, provided that for Customers located in a member state of the European Union, Norway or Switzerland, English law shall apply. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Warranty and the Software License shall remain in full force and effect. Except as expressly provided herein, the Software License constitutes

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 38 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 38 of 39]

the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in the purchase order.

If Customer has entered into a contract directly with Cisco for supply of the Products subject to this warranty, the terms of that contract shall supersede any terms of this Warranty or the Warranty Card, or the Software License, which are inconsistent with that contract. Customer acknowledges that: the Internet URL address and the web pages referred to in this document may be updated by Cisco from time to time; the version in effect at the date of delivery of the Products to the Customer shall apply.

Presidio/US SI Agreement/032202/CONFIDENTIAL SIA-00051 Rev. A Release Date: 01/08/02 Page 39 of 39            

[4.1.1.1] [0 Systems Integrator Base Agreement.pdf] [Page 39 of 39]

AMENDMENT NO. #1

This Amendment No. #1 (“Amendment”) to the Cisco Systems, Inc. U.S. Systems Integrator Agreement, (“Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and The Presidio Corporation, (“Integrator”) a Maryland corporation having its principal place of business at 5100-J Philadelphia Way, Lanham, Maryland 20706.

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002; and

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1. End User Definition is modified to include U.S. Federal Government.

The following definition is modified:

Product means Hardware and/or Software, as defined herein, included in Cisco’s then-current published Global Price List, and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

Services means any maintenance, or technical support and any other services performed or to be performed by Cisco, as set forth in this Agreement or the Exhibits hereto and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

The following definition is hereby added:

U.S. Federal Government is an executive, legislative or judicial branch of the United States Government or a U.S. Government corporation that was specifically formed and is currently existing under an Act of Congress, as well as any government owned contractor operated “GOCO” facilities and establishments.

2.       Scope 2.0, Subsection 2.2 Commercial Integration and Resale is modified to include U.S. Federal Government. Subsection 8 Resale to Government End Users is replace with the following language:

2.8 Resale to Government End Users. Integrator will Resell Products or Services to the U.S. Federal Government End User as expressly authorized in this Agreement. Integrator will not Resell Products or Services under this Agreement through a direct General Services Administration (“GSA”) Schedule contract.

2.8.1 Integrator may resell Product and Services through U.S. Federal Government IDIQ (Indefinite Delivery Indefinite Quantity) contracts or other U.S. Federal Government Prime contracts. Should Integrator have an opportunity to resell Product and Services through a U.S. Federal Government subcontract arrangement, Integrator must obtain Cisco’s prior written approval to resell such Product and Services. Cisco reserves the right to determine if such IDIQ contract and other prime or subcontract (if approved) opportunities offer “Added Value” as defined herein.

2.8.2 The federal government contract flowdown provisions at Exhibit E are applicable to all Purchase Orders. Cisco does not accept any additional or modified government flowdown provisions, including but not limited to Federal Acquisition Regulation (“FAR”) and its supplements, notwithstanding existence of such provisions on Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation whether for resale or internal use.

The Presidio Corporation	Cisco Confidential Information	1
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 1 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.8.3 With respect to GSA, California Multiple Award Schedule (“CMAS”), and other schedule contracts, this Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill any of Integrator’s GSA, CMAS, or similar contract obligations under any schedule contract.

3. Exhibit A - Reseller Profile is amended to include the following: Territory: [***] Vertical markets: All [***]

4. Exhibit E FAR Clauses is hereby incorporated into the Agreement.

5. Exhibit G Cisco Brand Services Resale (“CBR”) Exhibit is hereby incorporated into the Agreement for purposes of CBR to the U.S. Federal Government.

All other terms and conditions of the Agreement remain unchanged and in full force and effect. This Amendment and the Agreement as amended are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. In the event of a conflict between the Agreement and this Amendment, this Amendment will prevail with regard to the subject matter herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

THE PRESIDIO CORPORATION		CISCO SYSTEMS, INC.
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:	Jackie Arnett	NAME:	Dana Giampetroni
(Type/Print)		(Type/Print)
TITLE:	Executive Director	TITLE:	Sales Controller
(Type/Print)		(Type/Print)
DATE:	4/14/02	DATE:	6.3.02

The Presidio Corporation	Cisco Confidential Information	2
Federal Resale Amendment	4/29/02

[4.1.1.2] [1 Amendment SIA.pdf] [Page 2 of 16]

EXHIBIT E

FAR CLAUSES

A.          Cisco will accept only the U.S. Government contract flowdown provisions in this Exhibit in any purchase order from Integrator. Cisco will not accept any other flowdown provisions, including, but not limited to, the United States Government Federal Acquisition Regulation (“FAR”) and its supplements.. Any such flowdown provisions on Integrator’s purchase orders or supplementary documentation not specifically identified on this Exhibit are invalid, notwithstanding Cisco’s acceptance of such purchase orders or supplementary documentation, whether for resale or internal use.

B.          This Agreement pertains to the sale of “commercial items” as that term is defined under FAR 2.101 and FAR Part 12. Notwithstanding any other clause in the prime contract, only those clauses identified in 52.212-5(e) and 52.244-6 are required to be in subcontract agreements for commercial items or commercial components, see FAR 12.502(b), 44.402(b). The following FAR clauses, identified in 52.212-5(e) and 52.244-6 are hereby incorporated by reference, with the same force and effect as if they were given in full. For purposes of this Agreement, when appropriate in adopting the terminology of all the following FAR clauses, the term “contract’ shall mean this Agreement; the term “Contractor” shall mean Cisco; the term “Government: and “Contracting Officer” shall mean Integrator.

52.222-26	Equal Opportunity (Feb 1999);
52.222-35	Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (Apr 1998)
52.222-36	Affirmative Action for Workers with Disabilities (Jun 1998)

The Presidio Corporation	Cisco Confidential Information	3
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 3 of 16]

EXHIBIT G

CISCO BRAND SERVICES RESALE (“CBR FEDERAL AGREEMENT”)

Except as otherwise defined below, all capitalized terms contained in this CBR Agreement shall have the meaning provided for those terms in the Agreement.

1.0 DEFINITIONS.

1.1 “Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

1.2 “CCO” means Cisco Connection Online, Cisco’s online information web server.

1.3 “Equipment Schedule” means the Cisco-approved list of Product for which Integrator has paid Cisco the required Service fees that is either: (a) provided on the Cisco Support Resale Form, Attachment 2 hereof, or, (b) for orders placed electronically, provided to Cisco via Cisco’s Service Contract Center (“SCC”).

1.4 “First Call” means the initial call made by the End User when requesting assistance with Product.

1.5 “Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco. The Maintenance Contract number is to be used by Integrator or End User when opening a case with Cisco.

1.6 “Other Product” means Product which an End User acquired from sources other than Integrator.

1.7 “Program Description” means the description of the Services, as of the purchase date of such Services, to be provided by Cisco to End Users on behalf of Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Program Description, which can be found on CCO at the Uniform Resource Locator (“URL”) identified in Attachment 4.

1.8 “Service” means any of the Cisco brand services described in the corresponding Program Description, and which are available to Integrator for resale to an End User in accordance with the terms of this CBR Agreement.

1.9 “Support Agreement” means the then-current agreement between Integrator and the End User for the Services.

2.0 CISCO OBLIGATIONS; RELATIONSHIP OF THE PARTIES.

In consideration for the fees paid by Integrator to Cisco, Cisco will make available to the End User the Services listed in the Program Descriptions, subject to the availability limitation specified in Attachment 1. Notwithstanding anything to the contrary contained herein, Cisco reserves the right to directly support any End User. Cisco shall only be responsible for providing support in accordance with the terms and conditions of this CBR Agreement.

In its performance of Services under this CBR Agreement, Cisco acts at all times as Integrator’s subcontractor, retained by Integrator to provide Services specified in the Program Descriptions on behalf of Integrator to one or more End Users identified by Integrator to Cisco. In no event shall Integrator be deemed to be an agent of Cisco.

3.0 INTEGRATOR PROCEDURE TO RESELL SERVICES.

Subject to the terms and conditions of this CBR Agreement, Integrator is authorized on a non-exclusive basis to resell Services to End Users in accordance with the following procedure:

3.1 Immediately upon shipment of Product from Integrator to End User, Integrator will complete the Cisco Support Resale Form, Attachment 2, and either (i) fax the completed form to Cisco, or (ii) submit the required information via SCC if Integrator placed the order electronically. Notwithstanding the foregoing, in the event Integrator wishes to order Services for Other Product, Integrator shall follow procedure set forth in sub-section 8.7.

The Presidio Corporation	Cisco Confidential Information	4
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 4 of 16]

4.0 COMMENCEMENT OF SERVICES.

4.1 Cisco shall, as subcontractor to Integrator, perform the following Services:

4.1.1 Validate Product model and serial numbers provided by Integrator using the Equipment Schedule or via SCC.

4.1.2 Provide to End User the purchased Services as specified in the applicable Program Description.

4.1.3 CCO Access. Cisco will provide a level of partner access to CCO consistent with Integrator’s reseller status. This system provides Integrator with technical and general information on Products.

4.1.4 Bug Fixes. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes to Integrator as follows:

4.1.4.1 When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

4.1.4.2 Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users only for use on Products for which the End User is currently licensed to use the Software for which the Bug Fix is provided.

5.0 INTEGRATOR OBLIGATIONS.

5.1 Integrator shall execute a Support Agreement between Integrator and End User containing, at a minimum, the terms set forth in Attachment 5, End User Minimum Terms and Conditions Support Agreement. An example of a Support Agreement, with product description attachments, is located on CCO at the URL referenced in Attachment 4 hereto.

5.2 Integrator shall make all reasonable efforts to ensure it takes the First Call from the End User and may open a case with Cisco on behalf of the End User using the Maintenance Contract Number. At all times the End User may call Cisco directly for support. Upon Integrator’s request, Cisco will notify Integrator via email of Cisco’s direct support of the End User.

5.3 Complete and submit a Cisco Support Resale Form (Attachment 2), or for orders placed electronically, provide to Cisco the required information via SCC at the time the order is placed by End User.

5.4 Integrator must provide at least thirty (30) days prior written notice in accordance with the Agreement by facsimile, electronic mail, SCC, or confirmed delivery post (“Notice”) of requested addition(s) to the Equipment Schedule. In addition, at least thirty (30) days Notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule that End User has moved to a new location, Integrator shall provide Notice to Cisco Should Integrator fail to provide Cisco with notice as set forth in this section, Cisco shall be excused from any failure to provide service resulting from such lack of notification.

5.5 The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference beginning on the date the change is requested and ending on the last day of the impacted Equipment Schedule’s term.

5.6 Integrator shall provide Cisco with a purchase order, containing the description of Services for each support agreement, pricing for such Services less the applicable Integrator discount set forth in Section 8 hereto, and End User information, including, but not limited to, points of contact, site locations of Equipment, and serial numbers of Equipment.

5.7 Integrator shall provide to End User a copy of the corresponding Program Description for each Service purchased as of the date of commencement of Services.

The Presidio Corporation	Cisco Confidential Information	5
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 5 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5.8 Integrator shall provide to End User confirmation and registration materials for the services to be performed by Cisco on Integrator’s behalf, including but not limited to, a copy of the Equipment Schedule (including charges) and Maintenance Contract Number.

5.9 Integrator shall manage and escalate, in accordance with the Cisco’s Problem Prioritization and Escalation Guideline, all calls opened by Integrator on behalf of the End User.

6.0 WARRANTY SERVICE

6.1         Integrator shall provide to its End Users, at no charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

6.1.1 Integrator shall distribute Bug Fixes to the End User during the warranty period.

6.1.2 Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

6.1.3 Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

6.1.3.1 Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator the then-current price of the Product as set forth in Cisco’s Global Price List, less Integrator’s standard discount.

6.1.3.2 Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

7.0 RENEWAL OF SERVICES. Integrator shall be responsible for contacting the End User regarding renewal of each Support Agreement with End User. Integrator shall (a) monitor End User contract terms via SCC; and (b) provide End User will an adequate renewal notice period (not less than thirty (30) days) prior to the expiration date of their then current Support Agreement. Integrator will forward to Cisco either (i) the completed renewal with purchase order or (ii) notice of cancellation.

8.0 PENETRATION DISCOUNT AND RESALE OF SERVICES.

8.1 Discount for Initial Term. For the initial term of the Equipment Schedule(s) to the Support Agreement, the price of Services to Integrator is the then-current service list price less the applicable discount based on Integrator’s penetration rate calculated as follows:

8.1.1 Determination of Service Penetration Rate. Service penetration rate is calculated by Integrator’s total number of Products covered by Cisco brand services (per Attachment 1) as a percentage of the total number of Products purchased over a period of twelve (12) months, starting from fourteen (14) months prior to the Effective Date of the Agreement.

Penetration Rate	Discount
0% - 35%	[***]%
36% - 55%	[***]%
56% - 74%	[***]%
75%+	[***]%

The Presidio Corporation	Cisco Confidential Information	6
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 6 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

8.1.2 Integrator’s resale discount is listed in Attachment 3 to this Exhibit. Cisco will review Integrator’s actual service sales penetration at six-month intervals and reserves the right to adjust Integrator’s resale discount at the time of review.

8.1.3 Integrator must have purchased Product for a minimum of twelve months in order to determine the penetration rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be [***] percent ([***]%).

8.1.4 Integrator’s discount on Services shall be determined by calculating the rate of Services penetration solely on Product purchased by Integrator under this Agreement.

8.2 Upon renewal of the Equipment Schedule(s), the discount shall be the corresponding discount associated with the Penetration Rate.

8.3 The discounts listed above do not apply when Integrator resells Cisco brand services for Other Product. Integrator discount for Other Product shall be [***] percent ([***]%).

8.4 All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement.

8.5 All prices in the Equipment Schedule(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: (i) time and material fees for any additional services performed by Cisco; and (ii) Product list price of replaced Product not returned by End User pursuant to the terms as set forth on the applicable Program Description.

8.6 Integrator is free to determine its prices for Services to End Users unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

8.7 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) Notice to support Other Product; and (ii) a letter from the End User including notification for Service from the Integrator, which letter must include a list of the Product(s) and serial number(s) to be supported.

8.8 Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. In the event Integrator does not provide this information for all Products, in each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name and End User address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

9.0 WARRANTY.

NOTHING IN THIS CBR AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY

The Presidio Corporation	Cisco Confidential Information	7
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 7 of 16]

INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE CBR AGREEMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

10.0 GENERAL.

10.1 Entitlement.

Integrator acknowledges that an End User and/or Integrator is entitled to receive support services only on Products for which Integrator or End User has paid the applicable fees. Integrator agrees to assist Cisco with enforcement of End User entitlement to the extent Cisco, in its discretion, deems such assistance to be necessary

10.2 Independent Contractors.

The relationship of Cisco and Integrator is that of independent contractors, and nothing contained in this CBR Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, fiduciaries, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this CBR Agreement. Integrator shall not make any representations or warranties of any kind on behalf of Cisco, or with respect to the content or nature of Services to be provided by Cisco.

10.3         Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees (“Damages”), resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise or which arise out of the representations, acts or failure to act of Integrator. This shall not limit Cisco’s obligations, subject to the terms and conditions of this CBR Agreement, to provide the Services described herein.

10.4         Except for those provisions required to be included pursuant to Section 5, Integrator is free to determine the contents of its Support Agreement provided that Cisco is under no obligation to Integrator nor End User to provide any services other than those specified in this CBR Agreement. Integrator shall indemnify Cisco for any additional commitments or representations whether written or oral, made on Cisco’s behalf.

10.5         URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

11.0 TERMINATION.

Each Service shall terminate in accordance with its terms as set forth on the Program Description. Notwithstanding anything to the contrary, each Service hereunder shall terminate immediately upon termination of this CBR Agreement, unless otherwise agreed by Cisco. Any such termination shall be entirely without liability to either party, except as set forth below.

11.1 Services may be terminated by Cisco and/or Cisco may suspend its performance immediately upon written notice to Integrator if Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after written notice from Cisco of such past due payment. Any continuation of Services shall be at Cisco’s sole discretion.

11.2 This CBR Agreement, and/or any Services hereunder may be terminated immediately upon written notice by either party under any of the following conditions:

The Presidio Corporation	Cisco Confidential Information	8
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 8 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

11.2.1 If the other party has failed to cure a breach of any material term or condition under the CBR Agreement, and/or Services within thirty (30) days after receipt of Notice from the other party including a detailed description of such breach.

11.2.2 Either party assigns (by operation of law or otherwise, and including merger) or transfers any of the rights or responsibilities granted hereunder, without the prior written consent of the other party, except as permitted under this CBR Agreement or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party.

11.3 Upon termination of this CBR Agreement, and/or any Services, Integrator shall pay Cisco for all work performed under the affected Service(s) up to the effective date of termination at the agreed upon prices, fees and expense.

11.4 In the event this CBR Agreement is terminated by either party, neither shall have any further obligations under this CBR Agreement, except as provided herein. Termination of this CBR Agreement shall not constitute a waiver for any amounts due.

12.0 [***]

13.0 [***]

The Presidio Corporation Federal Resale Amendment	Cisco Confidential Information 4/29/02	9
4.1.1.2] [1 Amendment SIA.pdf] [Page 9 of 16]

ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Availability
SMARTnet 8x5xNext Business Day (“NBD”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway
SMARTnet 8x5x41 SMARTnet 24x7x41	Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5xNBD SMARTnet Onsite 8x5x41, 2 SMARTnet Onsite 24x7x41, 2	Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway

A current list of Services is provided above. List may be updated from

time to time. Current information is available upon request.

1. Availability is restricted to within one hundred (100) miles of a parts depot.

2. Availability is restricted to within fifty (50) miles of an authorized service location.

The Presidio Corporation	Cisco Confidential Information	10
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 10 of 16]

ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Complete Integrator billing information.

INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):  ☐ Same as Sales

Order Bill-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS

Address or Alias:                                                           (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

STEP 2 - Complete Coverage Type, site details and existing contract information

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4             ☐ SMARTnet 24x7x4
            ☐ SMARTnet onsite  24x7x4         ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

The Presidio Corporation	Cisco Confidential Information	11
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 11 of 16]

Additional Sites Worksheet

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

The Presidio Corporation	Cisco Confidential Information	12
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 12 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

CISCO BRAND SERVICES RESALE DISCOUNT

Integrator’s discount:     [***]%          

The Presidio Corporation	Cisco Confidential Information	13
Federal Resale Amendment	4/29/02

[4.1.1.2] [1 Amendment SIA.pdf] [Page 13 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 4 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

URL: [***]

SMARTnet Onsite

URL: [***]

SAS/SASU

URL: [***]

SAMPLE AGREEMENT

Sample End User Agreement

URL:http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/cpse/core/cbr/index.htm

The Presidio Corporation	Cisco Confidential Information	14
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 14 of 16]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 4 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

URL: [***]

SMARTnet Onsite

URL: [***]

SAS/SASU

URL: [***]

SAMPLE AGREEMENT

Sample End User Agreement

URL:http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/cpse/core/cbr/index.htm

The Presidio Corporation	Cisco Confidential Information	15
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 15 of 16]

ATTACHMENT 5 to EXHIBIT C

END USER MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT

Each Support Agreement will contain the following minimum terms and conditions:

(1) End User agrees to comply with Cisco’s Export Restrictions.

(2) End User agrees to comply with Cisco’s standard Software License Agreement for all Cisco software provided with any Service (including any upgrades, patches, or Bug Fixes provided at a later time).

(3) End User agrees to comply with terms and conditions provided in the Program Description.

(4) End User will keep all Cisco Confidential Information confidential.

(5) Sufficient provisions such that Cisco shall be entitled to act as a third party beneficiary with respect to the enforcement of the terms and conditions herein. This will include expressly naming Cisco as an intended third-party beneficiary with respect to each of the End User Minimum Terms and Conditions contained in this Attachment 5. Cisco shall expressly be granted the right to enforce the obligations of End User directly against End User.

(6) Cisco or its suppliers’ liabilities shall be limited to the amounts paid by End User under the Service giving rise to the liability during the six (6) months preceding the event or circumstances giving rise to such liability. Liability under each Service shall be cumulative and not per incident.

(7) In no event shall Cisco or its suppliers shall be liable for (A) any indirect, incidental, special, punitive or consequential damages, lost profits or lost data, whether arising in contract, tort (including negligence) or otherwise; or (B) any costs or expenses for the procurement of substitute equipment or services in each case, even if End Users, Integrator, Cisco, or its suppliers have been informed of the possibility thereof,

(8) Cisco makes no warranty to End User of any kind with respect to the Product, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. Any and all Services provided hereunder shall be performed in a workmanlike manner.

A sample Support Agreement for use by Integrator is located at the URL identified in Attachment 4. Integrator shall attach the applicable Program Description to each Support Agreement between Integrator and End User.

The Presidio Corporation	Cisco Confidential Information	16
Federal Resale Amendment	4/29/02
[4.1.1.2] [1 Amendment SIA.pdf] [Page 16 of 16]

Page 1 of 31

AMENDMENT NO. 1

This Amendment 1 (“Amendment”) to the (“Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and The Presidio Corporation (“Integrator”), a Maryland corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770 (“Integrator”) is entered into as of the date last written below (“the Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated on or about May 14^th, 2002, as amended; and

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement is extended until May 31^st, 2007.

2. Exhibit C, Cisco Brand Services Resale Exhibit, is hereby deleted in its entirety and replaced with a new Exhibit C, also entitled “Cisco Brand Services Resale Exhibit,” attached hereto as Attachment 1.

3. Exhibit G, Cisco Brand Services Resale – CBR Federal Agreement, is hereby deleted in its entirety and replaced with a new Exhibit G, entitled “Federal Cisco Brand Services Resale Appendix,” attached hereto as Attachment 2.

7. All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		THE PRESIDIO CORPORATION
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:            FRANK A. CALDERONI		NAME:    Jackie Arnett
TITLE:             VP, WW SALES FINANCE		TITLE:  Executive Director
DATE:      July 12, 2006		DATE:      5 June 2006

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 1 of 31]

Page 2 of 31

ATTACHMENT 1 TO AMENDMENT 1

EXHIBIT C

CISCO BRAND SERVICES RESALE EXHIBIT

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. All capitalized words shall have the meaning ascribed to them in Appendix A (Definitions) or as defined in the Agreement.

1.0 SCOPE

This Exhibit describes the terms and conditions for (i) resale by Integrator of Services to End Users (ii) direct delivery by Cisco of such Services to End Users and (iii) Cisco’s Support to Integrator. At all times, Cisco shall perform the Services as Integrator’s subcontractor. In no event shall Integrator be deemed to be an agent of Cisco.

2.0 PROCEDURE TO RESELL TECHNICAL SUPPORT SERVICES

Subject to the terms and conditions of this Exhibit, Integrator is authorized on a non-exclusive basis to resell Technical Support Services to End Users in accordance with the following procedure:

2.1 Integrator will provide via Ordering Tools or Service Contract Center the required information, including:

a) Relevant End User information;

b) Preliminary Equipment List setting out all of the Products information of the relevant End User to be covered by the Services, including Cisco serial numbers; and

c) A valid Purchase Order from Integrator to Cisco.

2.2 Upon Cisco’s receipt of the information in 2.1 above, Cisco will:

a) Validate Product model(s) and serial numbers;

b) Provide an Equipment List and Maintenance Contract Number to Integrator; and

c) Start providing Services on the date set forth on the Equipment List which may be up to sixty (60) days following the date of the Purchase Order acceptance by Cisco.

3.0 PROCEDURE TO RESELL ADVANCED SERVICES

3.1 For Integrator’s resale of those Advanced Services which are not customized and can be ordered “AS IS,” Integrator will follow the process described in Section 2 above, unless otherwise required by Cisco.

3.2 For Integrator’s resale of all other Advanced Services not included in 3.1 above, Integrator will provide the following information:

a) A request for proposal (RFP) for the particular Advanced Services; the RFP should include relevant End User information; and

b) Upon Cisco’s receipt of the RFP, Cisco will provide to Integrator a quote for Services (“Quote”). A valid Quote will identify the Services and any deliverables (as applicable from the relevant Services Description), the respective responsibilities, of Cisco, Integrator and End User, any special terms and conditions, the price for such Services and the period during which such Services shall be provided. Each Quote must (i) be signed by a duly authorized representative of Cisco and (ii) have a unique Cisco reference number. No Quote shall be valid without an accompanying Cisco reference number.

c) For Integrator’s resale of the Advanced Services (described in the Quote), Integrator shall issue to Cisco a valid Purchase Order that expressly references the valid Quote as agreed upon by Cisco and Integrator.

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 2 of 31]

Page 3 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

d) Upon Cisco’s receipt of a valid Purchase Order described in Section 2 above, Cisco will:

● Validate the Cisco reference number referred in the Purchase Order;

● Assign a particular contract number for the Services to be performed; and

● Start providing Services within sixty (60) days following the date of Cisco’s acceptance of the Purchase Order

4.0 Cisco’s RIGHTS AND OBLIGATIONS.

4.1 Cisco.com Access. Cisco will provide an appropriate level of partner access to Cisco.com. This system provides Integrator with technical and general information on Products, as well as access to Cisco’s on-line Software Center library

4.2 Resale of Services. Cisco will make available the Services listed at [***] for resale by Integrator. The Service Descriptions at the above-referenced web site are available for Integrator’s redistribution to identified End Users. Cisco may provide copies of any of the Services Descriptions to Integrator or an End User. Services are subject to the availability limitations specified in each Services Description and/or Quote.

4.3 Services to Be Provided. Cisco shall provide to End User the Services described in the applicable Services Description and/or the Quote, as subcontractor to Integrator, for each Service purchased by Integrator under this Exhibit.

4.4 Warranty. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes and Hardware replacement Support to Integrator as follows:

a) Bug Fixes.

● When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

● Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End User who is entitled to such warranty-related support, provided the End User is currently licensed to use the Software.

b) Hardware Support. Cisco will replace Product in accordance with the warranty terms set forth in              the published Product warranty provided with the original Product and in conformance with Cisco’s Return Material Authorization (RMA) process.

4.5 Survey and Inventory Review. Cisco reserves the right to survey an End User for the limited purpose of ensuring End User’s satisfaction with the Services, or for Integrator’s and/or Cisco’s Support. From time-to-time, Cisco shall be entitled to perform an inventory review of an End User’s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. Cisco will charge a Service fee if it finds that unauthorized Services are being provided. For such purposes, Integrator agrees to timely provide End User contact and other relevant information. Cisco shall have the right, upon advanced notice to Integrator, to suspend or terminate any portion of a Service in instances when it is unable to perform an inventory review or otherwise verify End User’s entitlement to the Service.

5.0 INTEGRATOR RIGHTS AND OBLIGATIONS.

5.1 Integrator must complete the Business Partner Readiness Assessment prior to resale of any Services hereunder.

5.2 Prior to accepting a purchase order from an End User, Integrator shall:

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 3 of 31]

Page 4 of 31

a) Refer the End User to http://www.cisco.com/en/US/products/services_descriptions_list.html where the relevant Service Description and End User Obligations are posted or provide a current copy of such documents to End User;

b) Ensure that for each Service purchased, End User understands (i) Cisco’s obligations and (ii) End User’s responsibilities under the Services’ Description and (iii) End User Obligations.

5.3 Integrator is responsible for ensuring that End User utilizes Software for use with Products for which applicable Services and license fees have been paid.

5.4 Integrator shall provide to End User confirmation and registration materials for the Services to be performed by Cisco on Integrator’s behalf, including, but not limited to, a copy of the Equipment List and Maintenance Contract Number.

5.5 Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using the applicable Maintenance or other Contract Number and Cisco serial number. At all times, End User may call Cisco directly for support.

5.6 Equipment List:

a) Integrator shall ensure that all Product (including serial numbers) for which Services are being provided are listed in the Equipment List(s).

b) Integrator must provide thirty (30) days notice of requested addition(s) to the Equipment List. In addition, thirty (30) days notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment List which End User has moved to a new location, Integrator will notify Cisco in writing (i.e. via facsimile, electronic mail or using Cisco.com).

c) The Equipment List may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s submission of a Purchase Order to Cisco that requests such revisions, and Cisco’s acceptance thereof (based on availability). For such changes, Cisco will charge the pro-rated difference from the date upon which the change is requested to the end of the impacted Equipment List’s term.

5.7 Integrator shall manage and escalate, in accordance with the Cisco Severity and Escalation Guideline (Appendix B), all calls taken by Integrator on behalf of the End User.

5.8 Integrator Warranty Service. Integrator shall provide to its End Users, at no additional charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the Integrator or upon such period as is provided for in the Product warranty statement shipped with the original Product. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

a) Integrator shall distribute Bug Fixes to the End User during the warranty period.

b) Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

c) Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

∎ Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator for, and Integrator will pay for, the then-current list price of the Product, less Integrator’s standard contract discount.

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 4 of 31]

Page 5 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

∎ Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

5.9 Unsupported End User List. If Integrator elects not to support Product under this Exhibit at the time of Product purchase or if Product becomes unsupported due for whatever reason at some point subsequent to initial deployment, Integrator shall refer End User information, including but not limited to End User name, address and phone number to Cisco within 90 days of equipment becoming unsupported and authorizes Cisco to contact the End User for the express purpose of contracting directly for support services for the unsupported Product identified by Integrator.

5.10 Renewals. Prior to expiration of an Equipment List, Cisco may send reminders to both Integrator and its End User. Prior to the expiration of an Equipment List, Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with Purchase Order or (ii) notify Cisco of Integrator’s intent to cancel Services on the Equipment List. If a renewal is not completed or notice of cancellation is not received by Cisco thirty (30) days prior to the expiration date of the Equipment List, Integrator authorizes Cisco to contact the End User for the express purpose of determining status of Equipment List renewals with the understanding that Cisco reserves the right to renew the Equipment List directly with the End User upon expiration date of the Equipment List.

6.0 PRICE AND PAYMENT TERMS.

6.1 Discounts.

6.1.1 Unit-Based Discounting. The price of Technical Support Services to Integrator from the Effective Date through September 30, 2005 and for the twelve month period of October 1, 2005 through September 30, 2006 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to have attached Service to Product purchased (“Attach Rate”) over the previous twelve (12) month period on a units-based method shown below.

Determination of Unit-Based Attach Rate. Unit-Based Attach Rate is established by calculating Integrator’s total number of Products covered by Cisco brand services (per Attachment A) as a percentage of the total number of Products purchased over the most recent period of twelve (12) full calendar months and the result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <35%	[***]%
35% to <55%	[***]%
55% to <75%	[***]%
>75%	[***]%

6.1.2 Dollar-Based Discounting. The price of Technical Support Services to Integrator for the period of October 1, 2006 through September 30, 2007 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to attach Service calculated as follows:

Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage available to be attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level.

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 5 of 31]

Page 6 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <60%	[***]%
60% to <75%	[***]%
³75%	[***]%

Examples:

Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320=68.8% represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

6.1.3 Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at six month intervals during the Unit-Based Discounting timeframe. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco. The mid-year review described herein will not apply under the Dollar-Based Discounting method.

6.1.4 Integrator must have purchased Product for a minimum of twelve months in order to determine the initial Attach Rate discount. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

6.1.5 Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

6.1.6 The discounts listed above are not applicable for the initial twelve (12) month period of support of Other Product by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Product shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

6.1.7 The discounts listed above do not apply when Integrator resells Advanced Services. Integrator Discount for Advanced Services shall be [***] ([***]%) percent.

6.2 Quarterly Renewal Rate Credit. Integrator may be entitled to receive a credit against future purchases under this Exhibit based on Integrator’s ability to renew Services quarterly during the period August 1, 2005 through July 31, 2006. Cisco will issue credits on a quarterly basis to Integrator based on the Quarterly Renewal Rate percentage achieved by Integrator in accordance with the table shown below. Credit will be calculated based on Integrator’s total monetary value (U.S. Dollar) of all renewal Services bookings by Cisco during the applicable calendar quarter.

Determination of Quarterly Renewal Rate. Quarterly Renewal Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable items with service coverage renewed each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable, divided by the total monetary (U.S. Dollar) of all serviceable items with service coverage available for renewal each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable. The calculation is rounded to one decimal place for purposes of Quarterly Renewal Rate determination. For example, a

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 6 of 31]

Page 7 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Quarterly Renewal Rate of 89.95% is rounded up to 90% and a Quarterly Renewal Rate of 89.94% is rounded down to 89.9%.

Renewal Rate	Credit against renewal       Service booking
³90%	[***]%
85% to <90%	[***]%
80% to <85%	[***]%
0% to <80%	[***]

Examples:

Integrator currently supports 8 devices (6 of Device A and 2 of Device B) and renews support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Quarterly Renewal Rate is actual service renewed (4x$50 plus 2x$10) divided by total dollar value of service available for renewal (6x$50 plus 2x$10). 220/320=68.75% represents the Quarterly Renewal Rate. [***] during that quarter.

Multi-Year Scenario: Multi-year contracts are treated as a series of single-year contracts with on-time renewals. Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The renewal rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the second and third year renewal rate actual performance and renewal rate opportunity ($50). The renewal rate actual performance is the one year NBD value of Service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents a renewal rate of 100%. For the credit calculation, this value ($50) was not booked in the corresponding quarter; it will not be a part of calculation base.

6.2.1 Limitations.

a) Integrator is not eligible for Quarterly Renewal Rate Credit under this Exhibit in the event Integrator receives credits or rebate under an alternate exhibit or agreement with Cisco for related to measurement of Quarterly Renewal Rate.

b) Other Product that is renewed will not be included under the Quarterly Renewal Rate Credit calculation.

c) Any renewals for Products not supported by Integrator during the Measurement Period will not be included under the Quarterly Renewal Rate Credit calculation.

d) Any multi-year Purchase Order previously placed by Integrator is included in the renewal rate calculation but is not eligible for the Quarterly Renewal Rate Credit.

e) Quarterly Renewal Rate Credit is applied against renewals of the Technical Support Services portion only.

6.2.2 Earned Credit. Any Quarterly Renewal Rate Credit earned by Integrator from August 1, 2005 until the effective date of this Exhibit, which shall be no later than July 31, 2006, shall be held by Cisco and credited to Integrator, based on Cisco’s fiscal year (Aug-July), after the effective date of this Exhibit. Earned credit shall only apply during the Cisco fiscal year in which the Exhibit was executed and shall not carryover to a future Cisco fiscal year.

6.2.3 Reporting. For purposes of Quarterly Renewal Rate determination, Cisco will run reports at the completion of each calendar quarter.

6.3 Performance Metrics Central (“PMC”). Integrator’s Attach Rate and Renewal Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. Integrator will have access via the PMC tool to view the status of Attach Rate and Renewal Rate on an on-going basis.

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 7 of 31]

Page 8 of 31

6.4 All Services are invoiced annually in advance and payable within thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement in writing.

6.5 All prices in the Equipment List(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: time and material fees and Product list price of replaced Product not returned to Cisco.

6.6 This Agreement may be terminated by Cisco and/or Cisco may suspend its performance immediately upon Notice if (i) Integrator does not provide the Unsupported End User List pursuant to Section 5.9 within thirty (30) days after the end of the previous quarter and after Notice from Cisco or (ii) Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after Notice from Cisco of such past due payment. Notwithstanding the above, Cisco shall have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

6.7 Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

6.8 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) a request to support Other Product and (ii) a letter from the End User including a request for Service from the Integrator and a list of the Product(s) and serial number(s) to be supported.

7.0 GENERAL.

7.1 Entitlement. Integrator acknowledges that Cisco has the right to verify an End User’s entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Integrator has paid the applicable license and support fees to Cisco. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s), as set forth in section 4.5 above.

7.2. Disclosure of Contract Information. Integrator acknowledges and agrees that in no event shall any of the information contained in this Exhibit or Integrator’s Agreement number be disclosed to any third party.

7.3 Representations and Warranties. Integrator shall not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither Integrator nor Cisco will make any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

7.4 Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

7.5 Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees, resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise. This shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

-Appendix A Follows-

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 8 of 31]

Page 9 of 31

Appendix A: Definitions

The following definitions shall apply to Exhibit C:

“Advanced Services” means the Cisco proactive brand Services including but not limited to Focused Technical Support, Network Optimization Support, Technology Application Support.

“Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1^st – July 31^st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1^st-April 30^th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

“Business Partner Readiness Assessment (“BPRA”)” means an assessment performed by Cisco to measure the maturity of Integrator’s e-business capabilities.

“Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

“End User Obligations” means the obligations End Users should comply with purchasing Services in addition to End User responsibilities set out in the Services Descriptions. The End User Obligations are attached as Appendix C to the Exhibit and posted at http://www.cisco.com/en/US/products/

services_descriptions_list.html.

“Equipment List” means the list of Hardware and/or Software for which Cisco provides Services.

“First Call” means the initial call made by the End User when requesting assistance with Product.

“Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco.

“Ordering Tool” means a tool that Integrator may use to order Service detailed herein via Cisco.com.

“Other Product” means Product which an End User acquired from an Approved Source other than Integrator.

“Services Description” means the description of the Services, as of the purchase date of such Services, to be made available by Cisco to End Users through Integrator, and the terms and conditions under which Cisco provides those Services. Each available

Service has its own Service Description, which can be found at http://www.cisco.com/en/US/products/services_descriptions_ list.html

“Support” means the assistance provided by Cisco to Integrator under the terms of this Exhibit.

“Service Contract Center” means a tool on Cisco.com that Integrator may use to order Service, renew orders and asset management of its installed base.

“Services” mean the Cisco brand Services available for resale by Integrator, which can be found at http://www.cisco.com/en/

US/products/services_descriptions_list.html.

“Technical Support Services” means Services that provide both essential proactive and reactive operation and maintenance support Services including but not limited to SMB Support Assistant, SAS/SASU, SMARTnet.

-Appendix B Follows-

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 9 of 31]

Page 10 of 31

Confidential Page 10 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 10 of 31]

Page 11 of 31

Appendix B: Cisco Severity and Escalation Guideline

Integrator and/or End User must assign a severity to all problems submitted to Cisco.

Severity 1 means an existing network is down or there is a critical impact to End User business operation. End User (and Integrator if applicable) and Cisco both will commit full-time resources to resolve the situation.

Severity 2 means operation of an existing network is severely degraded or significant aspects of End User business operation are negatively impacted by unacceptable network performance. End User (and Integrator if applicable) and Cisco both will commit full-time resources during local time to resolve the situation.

Severity 3 means operational performance of the network is impaired, although most business operations remain functional. End User (and Integrator if applicable) and Cisco both are willing to commit resources during local time to restore service to satisfactory levels.

Severity 4 means information is required on Cisco product capabilities, installation, or configuration. There is little or no impact to End User business operation. End User (and Integrator if applicable) and Cisco both are willing to provide resources during local time to provide information or assistance as requested.

If Integrator or End User does not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, they should escalate the problem to the appropriate level of management by asking for the TAC duty manager.

Figure 1 Cisco Escalation Guideline

Elapsed Time*	Severity 1	Severity 2	Severity 3	Severity 4
1 hour	Customer Engineering Manager
4 hours	Technical Support Director	Customer Engineering Manager
24 hours	Vice President, Customer Advocacy	Technical Support Director
48 hours	President/CEO	Vice President, Customer Advocacy
72 hours			Customer Engineering Manager
96 hours		President/CEO	Technical Support Director	Customer Engineering Manager

Confidential Page 11 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 11 of 31]

Page 12 of 31

* Severity 1 escalation times are measured in calendar hours—24 hours per day, 7 days per week. Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.

Confidential Page 12 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 12 of 31]

Page 13 of 31

Appendix C: END USER OBLIGATIONS

(1) End User agrees to comply with Cisco’s Export Restrictions.

(2) End User agrees to comply with Cisco’s standard Software License Agreement located at Cisco.com for all Cisco software provided with any Service (including any upgrades, patches, or Bug Fixes provided at a later time). End User further agrees to abide by Cisco’s rules that govern the download of Cisco software, which state, amongst other things:

- End User is only entitled to download Cisco software for the Cisco hardware chassis or device or the particular application software or signature file for which End User has paid the applicable software license fees; and

- End User has a current and valid service contract that covers either the specific Cisco hardware chassis or device for which End User is downloading software and/or the software image or subscription file (e.g., for Intrusion Detection System) that End User is downloading.

(3) End User agrees to comply with terms and conditions provided in the Cisco Service Description, which are posted at http://www.cisco.com/en/US/products/services_descriptions_list.html.

(4) End User will keep all Cisco Confidential Information confidential.

-End-

Confidential Page 13 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 13 of 31]

Page 14 of 31

ATTACHMENT 2 TO AMENDMENT 1

EXHIBIT G

FEDERAL CISCO BRAND SERVICES RESALE APPENDIX

This Support Exhibit G (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. Except as otherwise defined below, all capitalized terms contained in this Exhibit shall have the meaning provided for those terms in the Agreement.

1.0 DEFINITIONS.

1.1 “Advanced Services” means the proactive-type Cisco commercial Brand Services listed in Attachment 1 to this Exhibit, including but not limited to Focused Technical Support, Network Optimization Support, Technology Application Support and Total Implementation Services, which are available for resell to End User only if the End User has Technical Support Services across the same devices at the End User location.

1.2 “Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1^st – July 31^st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1^st-April 30^th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

1.3 “Bug Fixes” means an error correction, patch or workaround for the Software, which either comprises new Software or is a network-bootable Software image as determined by Cisco and that is provided to Integrator by Cisco.

1.4 “Cisco.com” means Cisco’s suite of commercial on-line services and information at www.cisco.com, previously known as CCO.

1.5 “Equipment Schedule” means the Cisco-approved list of Product for which Integrator has paid Cisco the required Service fees that is either: (a) provided on the Cisco Support Resale Form, Attachment 2 hereof, or, (b) for orders placed electronically, provided to Cisco via Cisco’s Service Contract Center (“SCC”).

1.6 “First Call” means the initial call made by the End User when requesting assistance with Product.

1.7 “Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco. The Maintenance Contract Number is to be used by Integrator or End User when opening a case with Cisco.

1.8 “Other Product” means Product which an End User acquired from sources other than Integrator.

1.9 “Program Description” means the description of the Services, as of the purchase date of such Services, to be provided by Cisco to End Users on behalf of Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Program Description, which can be found on Cisco.com at the Uniform Resource Locator (“URL”) identified in Attachment 3.

1.10 “Service” means any of the Cisco Brand Commercial Services described in the corresponding Program Description, listed on the then current Price List and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101, and which are available to Integrator for resale to an End User in accordance with the terms of this CBR Agreement.

1.11 “Support Agreement” means Cisco’s then-current agreement between Integrator and the End User for the Services.

Confidential Page 14 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 14 of 31]

Page 15 of 31

1.12 “Technical Support Services” means SMARTnet, SMARTnet Onsite, Software Application Support and Cisco Services for IPS delivered by Cisco to End User listed to Attachment A to this Exhibit.

2.0 CISCO OBLIGATIONS; RELATIONSHIP OF THE PARTIES.

In consideration for the fees paid by Integrator to Cisco, Cisco will make available to the End User the Services listed in the Program Descriptions, subject to the availability limitation specified in Attachment 1. Notwithstanding anything to the contrary contained herein, Cisco reserves the right to directly support any End User. Cisco shall only be responsible for providing support in accordance with the terms and conditions of this CBR Agreement.

In its performance of Services under this CBR Agreement, Cisco acts at all times as Integrator’s subcontractor, retained by Integrator to provide Services specified in the Program Descriptions on behalf of Integrator to one or more End Users identified by Integrator to Cisco. In no event shall Integrator be deemed to be an agent of Cisco.

3.0 INTEGRATOR PROCEDURE TO RESELL SERVICES.

Subject to the terms and conditions of this CBR Agreement, Integrator is authorized on a non-exclusive basis to resell Services to End Users in accordance with the following procedure:

3.1 Immediately upon shipment of Product from Integrator to End User, Integrator will complete the Cisco Support Resale Form, Attachment 2, and either (i) fax the completed form to Cisco, or (ii) submit the required information via SCC if Integrator placed the order electronically. Notwithstanding the foregoing, in the event Integrator wishes to order Services for Other Product, Integrator shall follow procedure set forth in sub-section 8.8.

4.0 COMMENCEMENT OF SERVICES.

4.1 Cisco shall, as subcontractor to Integrator, perform the following Services:

4.1.1 Validate Product model and serial numbers provided by Integrator using the Equipment Schedule or via SCC.

4.1.2 Provide to End User the purchased Services as specified in the applicable Program Description.

4.1.3 Cisco.com Access. Cisco will provide a level of partner access to Cisco.com consistent with Integrator’s reseller status. This system provides Integrator with technical and general information on Products.

4.1.4 Bug Fixes. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes to Integrator as follows:

4.1.4.1 When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

4.1.4.2 Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users only for use on Products for which the End User is currently licensed to use the Software for which the Bug Fix is provided.

5.0 INTEGRATOR OBLIGATIONS.

5.1 Integrator shall either (1) have an existing Support Agreement with End User or (2) execute a Support Agreement between Integrator and End User and advise the End User that the Services, Advanced Services, and/or Technical Support Services are governed, at a minimum, by Cisco’s commercial terms set forth in Attachment 4, End User Minimum Terms and Conditions Support Agreement; and in either (1) or (2) above, Integrator agrees not to grant any greater rights to the End User for the Cisco Support than granted by Cisco to Integrator in the Agreement, Amendment and Support Exhibits. An example of a Support Agreement, with product description attachments, is located on Cisco.com at the URL referenced in Attachment 3 hereto.

5.2 Integrator shall make all reasonable efforts to ensure it takes the First Call from the End User and may open a case with Cisco on behalf of the End User using the Maintenance Contract

Confidential Page 15 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 15 of 31]

Page 16 of 31

Number. At all times the End User may call Cisco directly for support. Upon Integrator’s request, Cisco will notify Integrator via email of Cisco’s direct support of the End User.

5.3 Complete and submit a Cisco Support Resale Form (Attachment 2), or for orders placed electronically, provide to Cisco the required information via SCC at the time the order is placed by End User.

5.4 Integrator must provide at least thirty (30) days prior written notice in accordance with the Agreement by facsimile, electronic mail, SCC, or confirmed delivery post (“Notice”) of requested addition(s) to the Equipment Schedule. In addition, at least thirty (30) days Notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule that End User has moved to a new location, Integrator shall provide Notice to Cisco Should Integrator fail to provide Cisco with notice as set forth in this section, Cisco shall be excused from any failure to provide service resulting from such lack of notification.

5.5 The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference beginning on the date the change is requested and ending on the last day of the impacted Equipment Schedule’s term.

5.6 Integrator shall provide Cisco with a purchase order, containing the description of Services for each support agreement, pricing for such Services less the applicable Integrator discount set forth in Section 8 hereto, and End User information, including, but not limited to, points of contact, site locations of Equipment, and serial numbers of Equipment.

5.7 Integrator shall provide to End User a copy of the corresponding Program Description for each Service purchased as of the date of commencement of Services.

5.8 Integrator shall provide to End User confirmation and registration materials for the services to be performed by Cisco on Integrator’s behalf, including but not limited to, a copy of the Equipment Schedule (including charges) and Maintenance Contract Number.

5.9 Integrator shall manage and escalate, in accordance with the Cisco’s Problem Prioritization and Escalation Guideline, (see Attachment 5 to this Exhibit) all calls opened by Integrator on behalf of the End User.

6.0 WARRANTY SERVICE

6.1 Integrator shall provide to its End Users, at no charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

6.1.1 Integrator shall distribute Bug Fixes to the End User during the warranty period.

6.1.2 Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

6.1.3 Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

6.1.3.1 Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator the then-current price of the Product as set forth in Cisco’s Global Price List, less Integrator’s standard discount.

6.1.3.2 Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the

Confidential Page 16 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 16 of 31]

Page 17 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

7.0 RENEWAL OF SERVICES. Prior to expiration of an Equipment List to the Support Agreement, Cisco will send support renewal reminder notices to both Integrator and its End User. Upon receipt of Cisco’s notice of renewal of the Equipment List for the End User, Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with purchase order or (ii) notify Cisco of Integrator’s intent to cancel support on the Equipment List. If a renewal is not completed or notice of cancellation is not received by Cisco thirty (30) days prior to the expiration date of the Equipment List, Integrator authorizes Cisco to contact the End User for the express purpose of determining status of Equipment List renewals with the understanding that Cisco reserves the right to renew the Equipment List directly with the End User upon expiration date of the Equipment List.

8.0 PENETRATION DISCOUNT AND RESALE OF SERVICES.

8.1 Discounts.

8.1.1 Unit-Based Discounting. The price of Technical Support Services to Integrator from the Effective Date through September 30, 2005 and for the twelve month period of October 1, 2005 through September 30, 2006 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to have attached Service to Product purchased over the previous twelve (12) month period on a units-based method shown below.

Determination of Unit-Based Attach Rate. Unit-Based Attach Rate is established by calculating Integrator’s total number of Products covered by Cisco brand services (per Attachment A) as a percentage of the total number of Products purchased over the most recent period of twelve (12) full calendar months and the result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <35%	[***]%
35% to <55%	[***]%
55% to <75%	[***]%
>75%	[***]%

8.1.2 Dollar-Based Discounting. The price of Technical Support Services to Integrator for the period of October 1, 2006 through September 30, 2007 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to attach Service calculated as follows:

Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage available to be attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level. The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Confidential Page 17 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 17 of 31]

Page 18 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Attach Rate	Discount
0% to <60%	[***]%
60% to <75%	[***]%
³75%	[***]%

Examples:

Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320=68.8% represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

8.1.3 Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at six month intervals during the Unit-Based Discounting timeframe. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco. The mid-year review described herein will not apply under the Dollar-Based Discounting method.

8.1.4 Integrator must have purchased Product for a minimum of twelve months in order to determine the initial Attach Rate discount. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

8.1.5 Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

8.1.6 The discounts listed above are not applicable for the initial twelve (12) month period of support of Other Product by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Product shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

8.1.7 The discounts listed above do not apply when Integrator resells Advanced Services. Integrator Discount for Advanced Services shall be [***] ([***]%) percent.

8.2 Quarterly Renewal Rate Credit. Integrator may be entitled to receive a credit against future purchases under this Exhibit based on Integrator’s ability to renew Services quarterly during the period August 1, 2005 through July 31, 2006. Cisco will issue credits on a quarterly basis to Integrator based on the Quarterly Renewal Rate percentage achieved by Integrator in accordance with the table shown below. Credit will be calculated based on Integrator’s total monetary value (U.S. Dollar) of all renewal Services bookings by Cisco during the applicable calendar quarter.

Determination of Quarterly Renewal Rate. Quarterly Renewal Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable items with service coverage renewed each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price

Confidential Page 18 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 18 of 31]

Page 19 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

List Price for Application Software, as applicable, divided by the total monetary (U.S. Dollar) of all serviceable items with service coverage available for renewal each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable. The calculation is rounded to one decimal place for purposes of Quarterly Renewal Rate determination. For example, a Quarterly Renewal Rate of 89.95% is rounded up to 90% and a Quarterly Renewal Rate of 89.94% is rounded down to 89.9%.

Renewal Rate	Credit against renewal Service booking
³90%	[***]%
85% to <90%	[***]%
80% to <85%	[***]%
0% to <80%	[***]

Examples:

Integrator currently supports 8 devices (6 of Device A and 2 of Device B) and renews support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Quarterly Renewal Rate is actual service renewed (4x$50 plus 2x$10) divided by total dollar value of service available for renewal (6x$50 plus 2x$10). 220/320=68.75% represents the Quarterly Renewal Rate. [***] during that quarter.

Multi-Year Scenario: Multi-year contracts are treated as a series of single-year contracts with on-time renewals. Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The renewal rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the second and third year renewal rate actual performance and renewal rate opportunity ($50). The renewal rate actual performance is the one year NBD value of Service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents a renewal rate of 100%. For the credit calculation, this value ($50) was not booked in the corresponding quarter; it will not be a part of calculation base.

8.2.1 Limitations.

a) Integrator is not eligible for Quarterly Renewal Rate Credit under this Exhibit in the event Integrator receives credits or rebate under an alternate exhibit or agreement with Cisco for related to measurement of Quarterly Renewal Rate.

b) Other Product that is renewed will not be included under the Quarterly Renewal Rate Credit calculation.

c) Any renewals for Products not supported by Integrator during the Measurement Period will not be included under the Quarterly Renewal Rate Credit calculation.

d) Any multi-year Purchase Order previously placed by Integrator is included in the renewal rate calculation but is not eligible for the Quarterly Renewal Rate Credit.

e) Quarterly Renewal Rate Credit is applied against renewals of the Technical Support Services portion only.

Confidential Page 19 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 19 of 31]

Page 20 of 31

8.2.2 Earned Credit. Any Quarterly Renewal Rate Credit earned by Integrator from August 1, 2005 until the effective date of this Exhibit, which shall be no later than July 31, 2006, shall be held by Cisco and credited to Integrator, based on Cisco’s fiscal year (Aug-July), after the effective date of this Exhibit. Earned credit shall only apply during the Cisco fiscal year in which the Exhibit was executed and shall not carryover to a future Cisco fiscal year.

8.2.3 Reporting. For purposes of Quarterly Renewal Rate determination, Cisco will run reports at the completion of each calendar quarter.

8.3 Performance Metrics Central (“PMC”). Integrator’s Attach Rate and Renewal Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. Integrator will have access via the PMC tool to view the status of Attach Rate and Renewal Rate on an on-going basis.

8.4 All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed in writing. Partial year Support Agreements (period of performance less than twelve (12) months) will include at ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

8.5 All prices in the Equipment Schedule are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: (i) time and material fees for any additional services performed by Cisco; and (ii) Product list price of replaced Product not returned by End User pursuant to the terms as set forth on the applicable Program Description.

8.6 Integrator is free to determine its prices for Services to End Users unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

8.7 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco with (i) Notice to support Other Product; and (ii) a letter from the End User including notification for Service from the Integrator, which letter must include a list of the Product and serial number(s) to be supported.

8.8 Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. In the event Integrator does not provide this information for all Products, in each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name and End User address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

9.0 WARRANTY.

NOTHING IN THIS CBR AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST

Confidential Page 20 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 20 of 31]

Page 21 of 31

EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE CBR AGREEMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

10.0 GENERAL.

10.1 Entitlement.

Integrator acknowledges that an End User and/or Integrator is entitled to receive support services only on Products for which Integrator or End User has paid the applicable fees. Integrator agrees to assist Cisco with enforcement of End User entitlement to the extent Cisco, in its discretion, deems such assistance to be necessary

10.2 Independent Contractors.

The relationship of Cisco and Integrator is that of independent contractors, and nothing contained in this CBR Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, fiduciaries, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under the CBR Agreement. Integrator shall not make any representations or warranties of any kind on behalf of Cisco, or with respect to the content or nature of Services to be provided by Cisco.

10.3 Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees (“Damages”), resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise or which arise out of the representations, acts or failure to act of Integrator. This shall not limit Cisco’s obligations, subject to the terms and conditions of this CBR Agreement, to provide the Services described herein.

10.4 Except for those provisions required to be included pursuant to Section 5, Integrator is free to determine the contents of its Support Agreement provided that Cisco is under no obligation to Integrator nor End User to provide any services other than those specified in this CBR Agreement. Integrator shall indemnify Cisco for any additional commitments or representations whether written or oral, made on Cisco’s behalf.

10.5 URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

11.0 TERMINATION.

Each Service shall terminate in accordance with its terms as set forth on the Program Description. Notwithstanding anything to the contrary, each Service hereunder shall terminate immediately upon termination of this CBR Agreement, unless otherwise agreed by Cisco. Any such termination shall be entirely without liability to either party, except as set forth below.

11.1 Services may be terminated by Cisco and/or Cisco may suspend its performance immediately upon

Confidential Page 21 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 21 of 31]

Page 22 of 31

written notice to Integrator if Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after written notice from Cisco of such past due payment. Any continuation of Services shall be at Cisco’s sole discretion.

11.2 This CBR Agreement, and/or any Services hereunder may be terminated immediately upon written notice by either party under any of the following conditions:

11.2.1 If the other party has failed to cure a breach of any material term or condition under the CBR Agreement, and/or Services within thirty (30) days after receipt of Notice from the other party including a detailed description of such breach.

11.2.2 Either party assigns (by operation of law or otherwise, and including merger) or transfers any of the rights or responsibilities granted hereunder, without the prior written consent of the other party, except as permitted under this CBR Agreement or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party.

11.3 Upon termination of this CBR Agreement, and/or any Services, Integrator shall pay Cisco for all work performed under the affected Service(s) up to the effective date of termination at the agreed upon prices, fees and expense.

11.4 In the event this CBR Agreement is terminated by either party, neither shall have any further obligations under this CBR Agreement, except as provided herein. Termination of this CBR Agreement shall not constitute a waiver for any amounts due.

Confidential Page 22 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 22 of 31]

Page 23 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Discount	Availability
Technical Support Services
SMARTnet 8x5xNext Business Day (“NBD”) SMARTnet 8x5x4 SMARTnet 24x7x4	[***]% - [***]%	Please confirm via the service locator tool located in the Service Contract Center (SCC at http://tools.cisco.com/apidc/sam/search/seado
SMARTnet Onsite 8x5xNBD SMARTnet Onsite 8x5x4 SMARTnet Onsite 24x7x4
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)
Cisco Services for IPS
SMB Support Assistant
Advanced Service	DISCOUNT	Availability
Focused Technical Support/Network Optimization Support (FTS/NOS) – configuration as selected by End User and further detailed on Purchase Order	[***]%	Please confirm via the service locator tool located in the Service Contract Center (SCC at http://tools.cisco.com/apidc/sam/search/seado
Technology Application Support (TAS) – configuration as selected by End User and further detailed on Purchase Order	[***]%
Total Implementation Services (TIS)	[***]%
	[***]%
Network Deployment Mentoring (NDM)

A current list of Services is provided above. List may be updated from time to

time. Current information is available upon request.

1. SMARTnet, SMARTnet O/S, SAS and SASU discounts are based on an attach rate, resulting in a discount calculated between 10% and 25%.

Confidential Page 23 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 23 of 31]

Page 24 of 31

ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Complete Integrator billing information.

INTEGRATOR: Name  and Billing Address (as they appear on Purchase Order):                     ☐ Same  as Sales Order

Bill-to

Name:

Address:

City/State:        

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS

Address or Alias:                                                   (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

STEP 2 - Complete Coverage Type, site details and existing contract information

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

Confidential Page 24 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 24 of 31]

Page 25 of 31

Additional Sites Worksheet

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

Confidential Page 25 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 25 of 31]

Page 26 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

[***]

SMARTnet Onsite

[***]

SAS/SASU

[***]

FTS/NOS

Focus Technical Support and Network Optimization Support Service Descriptions are available upon request.

SAMPLE AGREEMENT

Sample End User Agreement

http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/ptssof/tcspsv/brsp/brres/index.htm

Confidential Page 26 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 26 of 31]

Page 27 of 31

ATTACHMENT 4 to EXHIBIT C

END USER MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT

Each Support Agreement will be subject to the following minimum commercial terms and conditions:

(4) End User will comply with Cisco’s and/or any other applicable Export Restrictions.

(5) End User will comply with Cisco’s standard Software License Agreement for all Cisco software provided as well as any related Services (including any upgrades, patches, or Bug Fixes provided at a later time), which are expressly provided pursuant to FAR 52.227-19(*).

(6) End User will comply with the additional commercial terms and conditions provided in the Program Description.

(5) End User will keep all Cisco Confidential Information confidential.

(6) Cisco or its suppliers’ liabilities shall be limited to the amounts paid to Cisco for the Service giving rise to the liability during the six (6) months preceding the event or circumstances giving rise to such liability. Liability under each Service shall be cumulative and not per incident.

(7) In no event shall Cisco or its suppliers shall be liable for: (A) any indirect, incidental, special, punitive or consequential damages, lost profits or lost data, whether arising in contract, tort (including negligence) or otherwise; or (B) any costs or expenses for the procurement of substitute equipment or services in each case, even if End Users, Integrator, Cisco, or its suppliers have been informed of the possibility thereof,

(8) Cisco makes no warranty of any kind with respect to the Product, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. Any and all Services provided hereunder shall be performed in a workmanlike manner.

In the event Advanced Services are resold by Integrator, each Support Agreement will be subject to the following additional commercial terms and conditions:

(9) LICENSING. In the event that Cisco provides Software hereunder (whether on a Data Collection Tool or otherwise), Cisco grants to Integrator’s End User a nonexclusive and nontransferable license to use the Software, in object code form only, on the Data Collection Tool on which such Software is provided hereunder or, if no Data Collection is provided hereunder, on a single Hardware chassis, until the earlier of: (i) the expiration or termination of the Support Agreement; or (ii) Cisco’s request to End User that the Data Collection Tool(s) be returned to Cisco. End User shall have no right, and End User specifically agrees not to: (a) rent, lease, distribute, sell, transfer or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Cisco equipment; (b) make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software, or to permit third parties to do the same; or (c) copy, in whole or in part Software or document (except for one backup copy), decompile, decrypt, reverse engineer, disassemble or otherwise reduce all or any portion of the Software to human-readable form. Cisco shall make available any interface information which the End User’s entitled under applicable law, upon written notice request and payment of Cisco’s applicable fee.

(10) LIMITATIONS. END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINATION AND IMPLEMENTATION OF ITS NETWORK DESIGN REQUIREMENTS. IN NO EVENT SHALL CISCO BE LIABLE FOR (A) ANY DISCLOSURE OF THE CONTENTS OR OUTPUT OF PERFORMANCE ANALYSES, NETWORK OR OTHER REPORTS AND/OR DATA COLLECTION TOOLS BY END USER’S EMPLOYEE(S) OR THIRD PARTY(S); (B)

Confidential Page 27 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 27 of 31]

Page 28 of 31

THE SECURITY OF END USER’S NETWORK OR FOR ANY UNAUTHORIZED ACCESS TO SUCH NETWORK BY END USER’S EMPLOYEE(S), CONTRACTOR(S), OR THIRD PARTY(S); OR (C) THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY DESIGN REPORT. End User hereby indemnifies Cisco for any damage to or loss or theft of Data Collection Tools while in End User’s custody. End User must immediately return Data Collection Tool(s) to Cisco, as instructed by Cisco, upon the earlier of: (i) expiration or termination of the Support Agreement; or (ii) Cisco’s request to End User that the Data Collection Tool(s) be returned to Cisco.

A sample Support Agreement for use by Integrator is located at the URL identified in Attachment 3. Integrator shall attach the applicable Program Description to each Support Agreement between Integrator and End User.

Confidential Page 28 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 28 of 31]

Page 29 of 31

Confidential Page 29 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 29 of 31]

Page 30 of 31

ATTACHMENT 5 TO EXHIBIT C

CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

To ensure that all problems are reported in a standard format, Cisco has established the following problem priority definitions. These definitions will assist Cisco in allocating the appropriate resources to resolve problems. Integrator must assign a priority to all problems submitted to Cisco.

PROBLEM PRIORITY DEFINITIONS:

Priority 1 :	An existing network is down or there is a critical impact to the End User’s business operation. Cisco, Integrator and End User will commit full-time resources to resolve the situation.
Priority 2:	Operation of an existing network is severely degraded, or significant aspects of the End User’s business operation are being negatively impacted by unacceptable network performance. Cisco, Integrator and End User will commit full-time resources during Standard Business Hours to resolve the situation.
Priority 3 :	Operational performance of the network is impaired while most business operations remain functional. Cisco, Integrator and End User are willing to commit resources during Standard Business Hours to restore service to satisfactory levels.
Priority 4 :	Information or assistance is required on Cisco product capabilities, installation, or configuration. There is clearly little or no impact to the End User’s business operation. Cisco, Integrator and End User are willing to provide resources during Standard Business Hours to provide information or assistance as requested.

Cisco encourages Integrator to reference this guide when Integrator-initiated escalation is required. If Integrator does not feel that adequate forward progress or the quality of Cisco service is satisfactory, Cisco encourages Integrator to escalate the problem ownership to the appropriate level of Cisco management by asking for the TAC Duty Manager.

CISCO ESCALATION GUIDELINE:

Elapsed Time	Priority 1	Priority 2	Priority 3	Priority 4
1-Hour	Customer Engineering Manager
4-Hour	Technical Support Director	Customer Engineering Manager
24-Hour	Vice President Customer Advocacy	Technical Support Director
48-Hour	President (CEO)	Vice President Customer Advocacy
72-Hour			Customer Engineering Manager
96-Hour		President (CEO)	Technical Support Director	Customer Engineering Manager

Note: Priority 1 problem escalation times are measured in calendar hours 24 hours per day, 7 days per week. Priority 2, 3 and 4 escalation times correspond with Standard Business Hours. The Cisco Manager to which the problem is escalated will take ownership of the problem and provide the Integrator with updates. Cisco recommends that Integrator-initiated escalation begin at the Customer Engineering Manager level and proceed upward using the escalation guideline shown above for reference. This will allow those most closely associated with the support resources to correct any service problems quickly.

ACCESSING TAC:

North America, South America:	+1-800-553-2447 (within the United States)
	+1-408-526-7209
Europe, Middle East, Africa:	+32-2-778-4242
Asia Pacific:	+1-800-805-227 (within Australia)
	+61-2-9935-4107

Confidential Page 30 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 30 of 31]

Page 31 of 31

Confidential Page 31 6/5/2006        

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 31 of 31]

AMENDMENT NO. 3

This Amendment No. 3 (“Amendment”) to the U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation formerly known as The Presidio Corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, is entered into as of the date last written below (the “Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002, as amended,

WHEREAS, Integrator acquired Networked Information Systems, LLC, and changed its name to Presidio Networked Solutions, Inc. pursuant to Articles of Merger filed with the Florida Department of State on February 2, 2007,

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1) All references to Integrator in the Agreement, as amended, shall be deemed to refer to Presidio Networked Solutions, Inc.

2) The term of the Agreement is extended until June 1, 2008.

3) All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		PRESIDIO NETWORKED SOLUTIONS, INC. (formerly known as The Presidio Corporation)
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:          FRANK A. CALDERONI		NAME:              Teresa M. McMahon
TITLE:         VP, WW SALES FINANCE		TITLE:                        CFO
DATE:                                        Apr 23, 2007		DATE:                       4/9/07

Confidential	Page 1	4/9/2007
[4.1.1.5] [3 Amendment SIA.pdf] [Page 1 of 1]

20-Nov-2007    12:24  PM Presidio  Networked  S 2122441685 1/8

Page 1 of 3

AMENDMENT NO. 4

This Amendment No. 4 (“Amendment”) to the U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, is entered into as of the date last written below (the “Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002, as amended,

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1) The attached Exhibit C-1, Exhibit For the Purchase and Resale of Cisco Transactional Advanced Services, is hereby added to the Agreement as Exhibit C-1, Exhibit For the Purchase and Resale of Cisco Transactional Advanced Services.

2) All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		PRESIDIO NETWORKED SOLUTIONS, INC.
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:                      Ted Hull		NAME:                       David C Hart
TITLE:                       VP-CSF		TITLE:                          EVP/CTO
DATE:                                             3/28/2008		DATE:                           11/20/07

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 1 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:24  PM Presidio  Networked  S 2122441685 2/8

Page 2 of 3

EXHIBIT C-1

EXHIBIT FOR THE PURCHASE AND RESALE OF CISCO TRANSACTIONAL ADVANCED SERVICES

This Exhibit for the Purchase and Resale of Cisco Transactional Advanced Services (“Exhibit”), and all referenced Appendices, supplement the Agreement, and govern Integrator’s purchase of Transactional Advanced Services for its own Internal Use and for Resale to End Users. Any capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. Except as modified by this Exhibit, all terms and conditions of the Agreement shall remain in full force and effect. To the extent there is a conflict between the terms of the Agreement and this Exhibit, the terms of this Exhibit shall control as to the subject matter of this Exhibit.

1. Definitions (for the purposes of this Exhibit only) are those in Appendix A (Glossary of Terms) at the end of this Exhibit or as defined in the Agreement.

2. Scope.

a. This Exhibit amends the Agreement to include the terms and conditions under which Integrator may purchase Transactional Advanced Services from Cisco for: (i) its Internal Use and (ii) Resale to End Users. The terms and conditions under which integrator may purchase and resell subscription (Service Description-based) Advanced Services, if any, are as set forth in the Agreement, and are not modified in any way by this Exhibit.

b. The Cisco Brand Resale Support Exhibit or Cisco Brand Resale Support Appendix (as the case may be) as set forth in the Agreement is hereby amended to allow for the purchase and resale of Transactional Advanced Services to End Users.

c. The term “Services” as defined in the Agreement and related Support Exhibit(s) is hereby amended to include Transactional Advanced Services. Except as set forth herein, all terms and conditions regarding Integrator’s purchase and resale of Services (including Transactional Advanced Services), and delivery of such Services by Cisco shall be as set forth in the Agreement.

3. Orders. Integrator shall, upon and subject to approval by Cisco, purchase Transactional Advanced Services by issuing a Purchase Order. For Transactional Advanced Services intended for Resale to an End User, Integrator will comply with the resale procedure as set forth in this Exhibit. Each Purchase Order must be signed/sealed, as applicable, if requested by Cisco, or (in the case of electronic transmission) sent, by an authorized representative, indicating the SOW project identification number, specific Services, quantity, price, total purchase price, bill-to and ship-to names (if for Resale), addresses, tax exempt certifications, if applicable, reference to this Exhibit, and any other special instructions. No contingency contained on any Purchase Order shall be binding upon Cisco. The terms of this

Exhibit shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by Integrator to Cisco, and any such additional or conflicting terms are deemed rejected by Cisco.

4. Advanced Services – Statements of Work.

a. The Transactional Advanced Services will be provided by Cisco pursuant to the terms and conditions of this Exhibit and the Agreement. Cisco may use subcontractors (under separate contract to Cisco) to perform the Transactional Advanced Services, or portion(s) thereof.

b. Cisco will not proceed with performing Transactional Advanced Services until both Integrator and Cisco have signed the applicable SOW. Each SOW, once signed by both parties, shall become a part of this Exhibit. Each SOW shall at least include:

- A description of each party’s obligations,

- An estimated performance schedule, Including Milestones, when applicable;

- Completion criteria that Cisco will meet to fulfill its obligations under the SOW; and

- Identification of primary contacts for Cisco, Integrator and End User, if applicable.

c. SOWs may only be amended by a written document signed by each party’s authorized representative, and per the change management procedures set forth therein.

d. The applicable SOW(s) exclusively define the scope of the Transactional Advanced Services. Integrator agrees that Cisco is not responsible for providing any Services (to Integrator or End User, as applicable) beyond those explicitly set forth in the SOW(s). To the extent there is a conflict between the terms of a SOW and this Exhibit, the terms of this Exhibit shall control, unless explicitly stated otherwise in the SOW.

5. Pricing.

a. Prices for Transactional Advanced Services shall be as specified in the applicable SOW.

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 2 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:25  PM Presidio  Networked  S 2122441685 3/8

Page 3 of 3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

b. All prices are exclusive of any taxes, fees, duties or other applicable amounts. Integrator shall pay the taxes related to Transactional Advanced Services purchased pursuant to this Exhibit, or Integrator shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes, if any, shall be billed as a separate item on the Invoice. Cisco reserves the right to increase the Transactional Advanced Service fee in the event Integrator determines any withholding tax obligation prevents Cisco from receiving the specified prices for such Transactional Advanced Services pursuant to Section 5(a) above.

c. Prices for Transactional Advanced Services are not subject to any discount.

6. Payment and Invoicing.

a. Payment. All Purchase Orders are subject to credit approval and, subject thereto, payment terms are net thirty (30) days from the date of invoice. Unless otherwise agreed by Cisco, all payments shall be made in the currency used by the Cisco Systems entity with which Integrator has placed its Purchase Order. Any sum not paid by Integrator when due shall bear interest from the due date until paid at a rate of: (i) [***] per cent per annum or (ii) the maximum rate permitted by law, whichever is less.

b. Invocing. Cisco will invoice Integrator upon completion of each Milestone as defined in the SOW, per the SOW’s Milestone schedule. Invoices may contain multiple Milestones. The SOW Milestone schedule supersedes any Milestones identified in a Purchase Order; nevertheless, unless otherwise mutually agreed upon via a change management procedure, the total invoiced amounts for SOW Milestones shall not exceed the total amount of Integrator’s Purchase Order. Integrator shall not delegate to End User (or any other third party) or otherwise assign the task of accepting or assessing completion of Milestones; any language to the contrary in any SOW is void and of no effect. If a SOW does not contain a Milestone schedule, Cisco will Invoice Transactional Advanced Services performed under such SOW as set forth in such SOW.

7. Term and Termination.

a. The term of this Exhibit is effective as of the Effective Date and shall, subject to any early termination as provided herein, terminate when the Agreement is terminated or expires.

b. The term of each SOW shall commence on the last date of signature of the SOW and continue until last Milestone completion, unless otherwise specified in the SOW.

c. Cisco shall have a lead-time of up to sixty (60) days from acceptance of Purchase Order for scheduling of Transactional Advanced Services.

d. This Exhibit, and any Transactional Advanced Services being performed hereunder, may be terminated immediately by either party upon written notice:

(i) if the other party breaches any of the material provisions of this Exhibit and the breach is not capable of being cured or after providing thirty (30) days written notice to the breaching party if the breaching party fails to cure such breach within such period;

(ii) if the other party: (w) ceases, or threatens to cease to carry on business as a going concern; or (x) becomes or may become the object of the institution of voluntary or Involuntary proceedings in bankruptcy or liquidation, or (y) a receiver or similar officer is appointed with respect to the whole or a substantial part of its assets; or (z) an event similar to any of the foregoing occurs under applicable law; or

(iii) if, except as provided below, either party assigns (by operation of law or otherwise, including merger) or transfers any of the rights or responsibilities granted under this Exhibit or any SOW, without the prior written consent of the other party, or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party. Notwithstanding the foregoing: (y) Cisco reserves the right to subcontract Transactional Advanced Services to any Affiliate or third party organization to provide Transactional Advanced Services to Integrator, and (z) Cisco may assign this Exhibit or all or any portion of its rights and obligations hereunder, to any Affiliate of Cisco.

e. If Transactional Advanced Services fees are not paid when due and payment has not been received within thirty (30) days after notice from Cisco of such past due payment, Cisco may withhold the provision of Transactional Advanced Services until all amounts past due are paid in full, and/or immediately terminate this Exhibit or any SOW(s).

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 3 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:25  PM Presidio  Networked  S 2122441685 4/8

Page 4 of 3

f. If, following termination or expiration of this Exhibit, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Exhibit notwithstanding the earlier expiration or termination of this Exhibit; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered a renewal of this Exhibit.

g. Each SOW shall terminate immediately upon termination of this Exhibit, unless otherwise agreed by the parties. Notwithstanding the foregoing, the parties’ ongoing obligations under any non-terminated SOWs will continue through the end of their defined term, unless otherwise agreed by the parties in writing.

h. Upon termination of this Exhibit or any SOW, Integrator shall pay Cisco for all work Cisco has performed up to the effective date of termination at the agreed upon prices, fees and expense reimbursement rates.

8. Procedure to Resell Transactional Advanced Services.

a. Resale Procedure. The following procedure is for Integrator’s Resale of Transactional Advanced Services to End User(s):

(i) Integrator will submit a request for services and a request for proposal (“RFP”) for the proposed Transactional Advanced Services to Cisco. The RFP should include the following information: End User name, relevant information regarding End User’s Network(s), Product(s) and Software Involved, and the scope of the requested Transactional Advanced Services.

(ii) Upon receipt of the RFP, Cisco will work with Integrator to size and scope the proposed Transactional Advanced Services, and provide Integrator with a quote for Transactional Advanced Services as a SOW. A valid SOW will identify the Transactional Advanced Services and any Deliverables, the respective responsibilities of Cisco, Integrator and End User, any special terms and conditions, the price for such Transactional Advanced Services and the period during which such Transactional Advanced Services shall be provided. Each SOW must (y) be signed by a duly authorized representative of Cisco and (z) have a unique Cisco reference number. No SOW is valid without an accompanying Cisco reference number.

(iii) Integrator shall sign the SOW, and submit the SOW to Cisco.

(iv) Integrator shall issue to Cisco a valid Purchase Order that references the SOW.

(v) If Cisco accepts Integrator’s Purchase Order and the signed SOW, Cisco will:

(1) Signify its acceptance of the SOW;

(2) Confirm receipt and entry of Integrator’s Purchase Order; and

(3) Schedule commencement of such Transactional Advanced Services pursuant to the SOW within sixty (60) days.

b. Cisco’s Rights and Obligations.

(i) Cisco will make available for resale by integrator only the Transactional Advanced Services described in a Cisco SOW as a response to an Integrator RFP.

(ii) The Transactional Advanced Services described in the SOW will be subject to the Change Management Procedures defined therein.

(iii) Cisco has the right to refuse to provide Transactional Advanced Services requested in an RFP, and any Transactional Advanced Services as a result of the Change Management Procedures, at its sole discretion.

(iv) Cisco has no obligation to fulfill Transactional Advanced Services represented by Integrator to End User that are not explicitly set forth in a SOW accepted by Cisco.

c. Integrator’s Rights and Obligations. For Transactional Advanced Services for which Integrator has followed the above procedure to resell, and after Cisco has accepted the SOW for such Transactional Advanced Services:

(i) Integrator is authorized, on a non-exclusive basis, to resell such Transactional Advanced Services to End User pursuant to the provisions of this Exhibit.

(ii) Integrator agrees that prior to accepting a purchase order from an End User for such Transactional Advanced Services, Integrator shall either:

(1) Ensure that for each Transactional Advanced Service purchased, End User understands Cisco’s obligations and End User’s responsibilities and obligations under the applicable SOW; or

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 4 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:26  PM Presidio  Networked  S 2122441685 5/8

Page 5 of 3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

(2) Include the project scope and responsibilities of each party for each Transactional Advanced Service as set forth in the applicable SOW in its separate contract(s) with End User for each Transactional Advanced Service resold by Integrator, and disclose that Integrator has contracted with Cisco for the provision of such Transactional Advanced Services.

(iii) Integrator shall provide to Cisco, and Cisco shall ensure that its personnel or subcontractors make commercially reasonable efforts to comply with End User’s security regulations in their activities at End User sites or in connection with End User systems; however, Cisco’s personnel or agents shall not be required to sign individual agreements with End User or Integrator or waive any personal rights such personnel or agents might have.

9. Warranty.

a. ALL TRANSACTIONAL ADVANCED SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION 9, CISCO HEREBY DISCLAIMS AND INTEGRATOR WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT OR ACCURACY, OR (II) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY.

b. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE TRANSACTIONAL ADVANCED SERVICES; OR TERMINATION OF THIS EXHIBIT OR THE APPLICABLE TRANSACTIONAL ADVANCED SERVICES AND RETURN OF THE PORTION OF THE TRANSACTIONAL ADVANCED SERVICE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING TRANSACTIONAL ADVANCED SERVICES.

10. [***]

11. License. Nothing in any SOW shall amend the licenses provided with any Cisco hardware or software products, integrator’s and End User’s intellectual property license rights provided hereunder, if any, shall be as set forth in Appendix B. The provisions in Appendix B apply only to those Transactional Advanced Services, Deliverables and other Intellectual Property detailed in any SOW.

a. If the Transactional Advanced Services are for Resale by Integrator to End User, then:

(i) Integrator hereby agrees to provide a copy of the terms and conditions in Appendix B (or substantially similar terms and

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 5 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:26  PM Presidio  Networked  S 2122441685 6/8

Page 6 of 3

conditions) to End User and have End User agree to be bound by such terms and conditions pursuant to a legally enforceable written agreement. Integrator agrees that it will be liable to Cisco for any breach of such terms and conditions by End User; and

(ii) Except as otherwise set forth in a separate written agreement with Cisco or in an applicable SOW and subject to the terms and conditions herein, Cisco hereby grants Integrator a limited, non-exclusive, non-transferable right (without right to sublicense) to use, copy and distribute to End User: (i) Software provided as a result of Transactional Advanced Services, if any, (ii) the Deliverables specified in each SOW (in object code form if Software), if any, and (iii) Data Collection Tools, if any, solely for the purpose of fulfilling any Integrator obligations to End User as explicitly set forth in an applicable SOW, if any.

12. Ownership. As between Integrator and Cisco, Cisco shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Cisco as of the Effective Date and all Intellectual Property in and to the Transactional Advanced Services, Products, Deliverables and Data Collection Tools or other Intellectual Property provided or developed by Cisco or a third party on Cisco’s behalf thereafter. As between Integrator and Cisco, Integrator shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Integrator as of the Effective Date and all Intellectual Property that is developed by Integrator or by a third party on Integrator’s behalf thereafter without the benefit of any of Cisco’s Intellectual Property. Third party hardware and software shall at all times be owned by the applicable third party.

13. Contracting with U.S. Federal Government. To the extent Transactional Advanced Services engagements relate to a U.S. Federal Government contract, Cisco’s Transactional Advanced Services offerings are “commercial item” as that term is defined under FAR 2.101. Cisco offers and/or provides these services upon a competitive basis and in substantial quantities in the commercial marketplace based upon established market prices for specific tasks performed under standard commercial terms and conditions.

14. Survival. Sections 6 (Payment and Invoicing), 7 (Term and Termination), 9 (Warranty), 10 (Limitation of Liability and Consequential Damages Waiver), 11 (License), 12 (Ownership), 14 (Survival) and the Glossary of Terms and License

Rights Appendices shall survive the termination or expiration of this Exhibit.

[Appendix A, Glossary of Terms and

Appendix B, License Rights, Follows]

Controlled Doc. #775 Ver: 1.0.1.1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 6 of 8]

CISCO CONFIDENTIAL

CSSP_US_Year2.doc

20-Nov-2007    12:26  PM Presidio  Networked  S 2122441685 7/8

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

APPENDIX A

GLOSSARY OF TERMS

Advanced Services means the proactive services as set forth in the AS Service Description(s) found at [***] and/or SOW(s) selected by the Integrator. Advanced Services does not include Cisco’s core maintenance services, such as Smartnet or Software Application Services, nor does it apply to the purchase, support or maintenance of any Products. Only SOW-based Transactional Advanced Services are covered by this Exhibit.

Affiliate with respect to a party, means any corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with such party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of such party, and any person, firm, partnership, corporation, limited liability company or other entity actually controlled by, controlling, or under common control with such party.

Deliverable(s) means, with respect to each SOW, the items specified as deliverables in the SOW, if any.

Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

Milestone means a specific goal, objective or event pertaining to Transactional Advanced Services described under the terms of the SOW, as applicable.

Statement of Work or SOW means the documents agreed upon by the parties pursuant to this Exhibit that define the services and deliverables, if any, to be provided thereunder.

Transactional Advanced Services means the project related or consultancy services sold under a Statement of Work.

[4.1.1.6] [4 Amendment SIA.pdf] [Page 7 of 8]

20-Nov-2007    12:27  PM Presidio  Networked  S 2122441685 8/8

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

APPENDIX B

LICENSE RIGHTS

a. Licenses shall mean either the End User (in the case of Transactional Advanced Services intended for Resale to End User) or Integrator (in the case of Transactional Advanced Services sold to Integrator for Integrator’s Internal Use).

b. Cisco grants to Licensee a worldwide, non-exclusive and non-transferable license to use for Licensee’s internal business use only: (i) Software provided as a result of Transactional Advanced Services, if any, (ii) the Deliverables specified in each SOW (in object code form if Software), if any, and (iii) Data Collection Tools, if any. This license grant does not include the right to sublicense.

c. This license shall be governed by: (i) the terms and conditions attached to the Software or in the absence of such terms by the license posted at [***] and (ii) this Exhibit and the Agreement.

d. Licensee agrees that it is licensed to use Software: (1) only on Hardware; or (2) in the case of Application Software, on third party hardware, (except as otherwise authorized in the Software Documentation); or (3) in the case of Data Collection Tools, in object code form only, on the Data Collection Tool on which such Software is provided.

e. The license is perpetual, provided Licensee is not in breach of this Exhibit. Notwithstanding the above, the license for Data Collection Tools is valid until the earlier of: (i) the expiration or termination of the SOW under which the Data Collection Tool was provided; or (ii) Cisco’s request to Licensee that the Data Collection Tool(s) be returned to Cisco.

f. Except as expressly authorized, neither End User nor Integrator shall (nor permit a third party to): download more than one copy of the Software, copy, in whole or in part, any Software, Deliverable or Data Collection Tool, make error corrections or otherwise modify, decompile, decrypt, reverse engineer, disassemble or otherwise reduce all or any portion of any Software, Deliverable or Data Collection Tool which is software to human-readable form; or transfer, sublicense, rent, lease, distribute, sell, or create derivative works of any Deliverables. There are no implied licenses and all rights not expressly granted herein are reserved to Cisco.

g. When Licensee updates or upgrades a copy of Software to a new release, Licensee shall not use (except for a limited period of parallel testing) the new Software release and the corresponding copy of the previous Software release concurrently. Under no circumstances shall the previous release be re-used or transferred to any other device(s).

h. U.S. Government End User Purchasers. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212, FAR 52.227-19 Commercial Computer Software—Restricted Rights and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Exhibit may be incorporated, Customer may provide to Government end user or, if this Exhibit is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this Exhibit. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

Confidential 11/20/2007 Page 1

[4.1.1.6] [4 Amendment SIA.pdf] [Page 8 of 8]

Amendment No. 5 to Systems Integrator Agreement

This Amendment No. 5 (“Amendment”) to the Systems Integrator Agreement, dated May 14, 2002, as amended, (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA. 95134, and Presidio Networked Solutions, Inc., a Florida corporation formerly known as The Presidio Corporation, having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Presidio”). This Agreement is entered into and is effective as of the date last signed below (the “Amendment Effective Date”).

WHEREAS, Cisco and Presidio have previously entered into the Agreement dated May 14, 2002, as amended,

NOW WHEREFORE, the parties hereto agree to amend the Agreement as follows:

  1) Section 14.1 is hereby deleted and replaced it in its entirety with the following:

“This Agreement shall commence on the Effective Date for a period of two (2) years, unless extended by written agreement (including an electronically accepted agreement) of both parties or sooner terminated as set forth below. Cisco may, by written notice to Integrator, given at least thirty (30) days prior to the end of the then-current term of the Agreement, extend the term of the Agreement for the period set forth in such notice. Notwithstanding Cisco’s right to extend the term of this Agreement, each party acknowledges that this Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the duration or renewal of this Agreement beyond those expressly stated herein.”

  2) Section 14.2 is hereby deleted and replaced in its entirety with the following:

“Either party may terminate this Agreement at any time by providing the other party with at least sixty (60) calendar days prior written notice of intent to terminate, provided that the escalation process set forth herein has been followed.”

  3) Section 14.3 is hereby deleted and replaced in its entirety with the following:

“Cisco may terminate this Agreement upon at least twenty (20) calendar days’ written notice to Integrator, in the event it becomes known that (i) Integrator, an Affiliate, or Integrator’s direct or indirect parent acquires a Controlling Interest in a Restricted Third Party (as defined below), or (ii) a Controlling Interest in Integrator or in its direct or indirect parent is acquired by a Restricted Third Party, or (iii) a Controlling Interest in Integrator or in its direct or indirect parent is transferred to a Restricted Third Party.

For purposes of this Section, “Restricted Third Party” means (a) a “Competitor” of Cisco, defined as any manufacturer or supplier of networking, internetworking or communications products having five percent (5%) or more of the United States or global market share of any of the above referenced product markets, as defined by either IDC or Gartner, Inc., or another mutually agreed third party market analyst. The term “Competitor” excludes an existing direct Cisco channel partner in good standing; (b) an entity which does not meet Cisco’s standard credit approval requirements used in the ordinary course of business; or (c) an entity with which Cisco is or has been engaged in any material dispute, including pending or threatened litigation, settlement discussions, arbitration or mediation or other similar form of dispute.

For purposes of this Section, “Affiliate” means, with respect to Integrator, any other person who, directly or indirectly, is the beneficial owner of 50% or more of voting securities of Integrator, or of which Integrator, directly or indirectly, is the owner of 50% or more of voting securities.

For purposes of this Section, a “Controlling Interest” in a corporation means to have control of a large enough block of voting stock shares in a company such that no one stock holder or coalition of stock holders can successfully oppose a motion.”

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 1 of 13]

4) Section 11 (a)(i) of Exhibit C-1, entitled Exhibit of the Purchase and Resale of Cisco Transactional Advanced Services, shall be modified to remove the following language: “Integrator agrees that it will be liable to Cisco for any breach of such terms and conditions by End User.”

5) Section 24.10 shall be added and read as follows:

“Escalation Process: Each Party will negotiate in good faith with the other in an effort to effectively resolve any issues which may arise under the Agreement. If a dispute cannot be resolved through the standard channels, either Party may invoke the escalation process set forth below.

● Step 1: the escalating Party will inform the other Party’s account representative in writing of the issue, and indicate that they are initiating the Escalation Process under Section 24.10 of the Agreement. At Cisco, the account representative is the Channel Account or Channel Services Account Manager. At Presidio, the account representative is the Exec. VP, CTO. The account representative will respond within ten (10) business days with a proposed resolution.

● Step 2: if the escalating party is not satisfied with the proposed resolution, the issue will be further escalated upon the request of the unsatisfied party to successive levels of management up to and including the Vice President for US and Canada Channels for Cisco and up to and including the CEO for Presidio. Each additional escalation level shall have five (5) business days unless otherwise agreed by the Parties in writing to propose and come to resolution.

● Step 3: If no resolution is reached via steps 1 and 2, the Parties may evaluate their contractual options, including termination.”

6) The term of the Agreement shall be extended for two (2) years from the Amendment Effective Date.

7) Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit C.

All other terms and conditions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.	PRESIDIO NETWORKED SOLUTIONS, INC.
By	By
Ted Hull	Jay T. Staples
Name	Name
VP-CSF	General Counsel
Title	Title
2/10/2009	1/22/09
Date	Date

Confidential Page of Presidio-Cisco Amendment 5             

[4.1.1.7] [5 Amendment SIA.pdf] [Page 2 of 13]

EXHIBIT C

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided that, to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. All capitalized words have the meaning ascribed to them in Appendix A (Definitions) or as defined in the Agreement.

SCOPE

This Exhibit describes the terms and conditions for (a) Integrator’s resale of Services to End Users, (b) Cisco’s direct delivery of the Services to End Users, and (c) Cisco’s Support to Integrator. At all times, Cisco shall perform the Services on Integrator’s behalf. In no event will Integrator be deemed to be an agent of Cisco.

1.0 PROCEDURE TO RESELL TECHNICAL SUPPORT SERVICES

Integrator is authorized on a non-exclusive basis to resell Technical Support Services to End Users in accordance with the Agreement and this Exhibit. Integrator may request such Services as follows:

1.1        Integrator will initiate its request by providing Cisco the following information via the Ordering Tools or Service Contract Center:

(a) all relevant End User information;

(b) a preliminary Equipment List that includes all of the End-User’s Product Information to be covered by the Services, including Cisco serial numbers; and

(c) a valid Purchase Order from Integrator to Cisco.

1.2        Upon Cisco’s receipt of the information in Section above, Cisco will:

(a) validate Product model(s) and serial numbers;

(b) provide an Equipment List and Maintenance Contract Number to Integrator; and

(c) schedule to start providing Services on the date stated in the Equipment List, which may be up to sixty (60) days following the date of the Purchase Order acceptance by Cisco.

2.0 PROCEDURE TO RESELL ADVANCED SERVICES

2.1 Integrator is authorized on a non-exclusive basis to resell Advanced Services to End Users in accordance with the Agreement and this Exhibit. Integrator may request such Services as follows:

2.1.1      Integrator will initiate its request for Advanced Services by providing Cisco with a request for proposal (RFP) that includes all relevant End User information and requirements for the requested Advanced Services.

Confidential Page of Presidio-Cisco Amendment 5             

[4.1.1.7] [5 Amendment SIA.pdf] [Page 3 of 13]

2.1.2    Upon Cisco’s receipt of the RFP, Cisco will provide to Integrator a quote for Services (“Quote”). A valid Quote will identify (a) the Services and any deliverables (as applicable from the relevant Services Description), (b) the respective responsibilities of Cisco, Integrator and End User, (c) any special terms and conditions, (d) the price for such Services, and (e) the period during which such Services will be provided. Each Quote must (i) be signed by a duly authorized representative of Cisco, and (ii) have a unique Cisco reference number. No Quote will be valid without an accompanying Cisco reference number.

2.1.3    For Integrator’s resale of the Advance Services described in the Quote, Integrator will issue to Cisco a Purchase Order referencing the valid Quote.

2.1.4    Upon Cisco’s acceptance of the Purchase Order, Cisco will:

(a) validate the Cisco reference number referred in the Purchase Order;

(b) assign a particular contract number for the Services to be performed; and

(c) schedule to start providing the Services within sixty (60) days following the date of Cisco’s acceptance of the Purchase Order.

3.0 CISCO’S RIGHTS AND OBLIGATIONS

3.1        Cisco.com Access. Cisco will provide Integrator with an appropriate level of partner access to Cisco.com. This system provides Integrator with technical and general information on Products, as well as access to Cisco’s on-line Software Center library.

3.2        Resale of Services. Cisco will make available the Services listed at / for resale by Integrator. Integrator may distribute these Service Descriptions to it’s End Users. Cisco may provide copies of any of the Services Descriptions to Integrator or an End User. Services are subject to the availability limitations specified in each Services Description and/or Quote.

3.3        Services to Be Provided. For each Service purchased by Integrator, Cisco will make available to End User, on Integrator’s behalf, the Services described in the applicable Services Description and/or the Quote.

3.4        Warranty. For the duration of the Cisco warranty period, Cisco will make available Bug Fixes and Hardware replacement Support to Integrator as follows:

3.4.1    Bug Fixes.

(a) When required, Cisco will make new Software available to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

(b) Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users entitled to such warranty-related support, provided each such End User is currently licensed to use the Software.

3.4.2    Hardware Support. Cisco will replace Products in accordance with the warranty terms set forth in the published Product warranty provided with the original Product, and in conformance with Cisco’s Return Material Authorization (RMA) process.

3.5        Inspection Fee. In order to be eligible to receive the Services as set out herein for Products that have not been previously supported, Products for which support has lapsed, or Other Products, the following will apply:

Confidential Page of Presidio-Cisco Amendment 5             

[4.1.1.7] [5 Amendment SIA.pdf] [Page 4 of 13]

3.5.1    Cisco may charge an inspection fee for Products and Other Products in accordance with Cisco’s standard fee schedule on the Price List in effect at the time of inspection (any related upgrades, replacements, repairs, or troubleshooting are excluded); and

3.5.2    Integrator shall provide Cisco with such information as Cisco may require to ensure that a valid Software license exists for Software to be supported. If a valid Software license does not exist, Integrator shall pay Cisco the Software license fee for the Software.

3.6         Survey and Inventory Review. Cisco reserves the right to survey an End User for use in ensuring End User’s satisfaction with the Services, and Integrator’s and/or Cisco’s Support. From time-to-time, Cisco will be entitled to perform an inventory review of an End User’s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. Cisco will charge a Service fee if it finds that unauthorized Services are being provided. For such purposes, Integrator shall timely provide Cisco with End User contact and other relevant information. Upon notice to Integrator, Cisco will be entitled to suspend or terminate any portion of a Service in instances when it is unable to perform an inventory review or otherwise verify End User’s entitlement to the Service.

4.0 INTEGRATOR RIGHTS AND OBLIGATIONS

4.1         Integrator will complete the Business Partner Readiness Assessment prior to resale of any Services hereunder.

4.2         Prior to accepting a purchase order from an End User, Integrator shall ensure End User is aware of the contents of the relevant Services Descriptions and End User Obligations by either referring the End User to these documents located at / or providing End User with a current copy of these documents.

4.3         Integrator is responsible for ensuring that End User utilizes Software for use with Products for which applicable Services and license fees have been paid.

4.4         Integrator will provide to End User confirmation and registration materials for the Services to be performed by Cisco on Integrator’s behalf, including, but not limited to, a copy of the Equipment List and Maintenance Contract Number.

4.5         Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using the applicable Maintenance or other Contract Number(s) and Cisco serial number(s). At all times, End User may call Cisco directly for support.

4.6         Equipment List:

4.6.1     Integrator shall ensure that all Products (including serial numbers) for which Services are being provided are listed in the Equipment List(s).

4.6.2     Integrator must provide Cisco with at least thirty (30) days advance notice of requested addition(s) to the Equipment List. In addition, at least thirty (30) days advance notice to Cisco is required for Product relocations and service level/Product configuration changes, when applicable. Integrator shall notify Cisco in writing (via facsimile, electronic mail or using Cisco.com) of any Products on the Equipment List that End User has moved to a new location.

4.6.3     Integrator may revise an Equipment List to account for new Products, service level upgrades and Product configuration changes by submitting a Purchase Order to Cisco that requests such revisions. Such Purchase Orders are subject to Cisco’s acceptance and any Services requested are subject to availability. For the requested

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 5 of 13]

changes, Cisco will charge the pro-rated difference from the date the change is requested to the end of the impacted Equipment List’s term.

4.7        Integrator will manage and escalate, in accordance with the Cisco Severity and Escalation Guideline (Appendix B), all calls taken by Integrator on behalf of the End User.

4.8        Integrator’s Warranty Service.  Integrator shall provide to its End Users, at no additional charge, all warranty services applicable to the Products when they were purchased by End User for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. The warranty will commence upon shipment to the Integrator or as otherwise stated in the Product warranty statement shipped with the original Product. The warranty services provided by Integrator must include, at a minimum, the following Software and Hardware replacement services:

4.8.1        Integrator will distribute Bug Fixes to the End User during the warranty period.

4.8.2        Integrator will meet the replacement obligations stated in the then-current published Product warranty applicable to the particular Product sold to the End User.

4.8.3        Returns Coordination. For Products returned to Cisco for replacement, Integrator will:

(a)    Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For any Products replaced pursuant to the Product warranty terms, integrator shall return failed/defective Products within ten (10) days after receipt of the replacement Product, otherwise, Cisco may invoice Integrator, and Integrator will pay, the then-current list price of the Product, less Integrator’s standard contract discount; and

(b)    properly package all Products prior to shipping to Cisco, include a written description of the failure; describe any changes or alterations made to the Product, and tag each returned Product with the RMA transaction number provided by Cisco. Products returned to Cisco must conform in quantity and serial number to the RMA request.

4.9        Unsupported End User List.  If Integrator elects not to support Products under this Exhibit at the time of a Product purchase or if, for any reason, a Product becomes unsupported at some point after the Product’s initial deployment, Integrator shall provide Cisco with the End User’s information, including but not limited to End User name, address and phone number, within 90 days of the Product becoming unsupported. Integrator authorizes Cisco to contact the End User for the express purpose of contracting directly with End User for support services for the unsupported Product identified by Integrator.

4.10      Renewals.  Prior to expiration of a service contract: (a) Cisco, or its authorized agents, may send reminders to both Integrator and its End User; and (b) upon request by Cisco, Integrator will reconfirm the End User’s identity and service contract numbers of the expiring service contract(s); and (c) Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with Purchase Order or (ii) notify Cisco of Integrator’s intent to cancel Services. If, upon the expiration date of Cisco services for the Equipment, Cisco has not received a purchase order for the renewal, Cisco, or its authorized agents, may contact the End User to arrange for the renewal of Cisco services for the subject Equipment either directly with Cisco or via another Cisco-authorized reseller.

5.0 PRICE AND PAYMENT TERMS

5.1        Discounts.

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 6 of 13]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

5.1.1    The price for Technical Support Services and Remote Management Services to Integrator from the Effective Date through September 30^th, and for each subsequent twelve month period (October 1^st through September 30^th), is calculated by applying Cisco’s then-current service list price less the applicable discount calculated during the applicable period according to the Attach Rate methodology described in the following Section.

5.1.2    Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator with Cisco service coverage attached in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator with Cisco service coverage available to be attached in the current Measurement Period and translated to SMARTnet Global List Price at the NBD Service level. The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <60%	[***]%
60% to <70%	[***]%
³70%	[***]%

Examples:

In the applicable twelve (12) month period Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320 = 66.8% which represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: In the applicable twelve (12) month period Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

5.1.3    Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at twelve month intervals during the term of the Agreement. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco.

5.1.4    Integrator must have purchased Product for a minimum of twelve months in order to determine the Attach Rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

5.1.5    Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 7 of 13]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

5.1.6    The discounts listed above are not applicable for the initial twelve (12) month period of support for Other Products by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Products shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

5.1.7    The discounts listed above do not apply to Integrator’s resale of Advanced Services. Integrator’s discount for Advanced Services shall be stipulated in the Quote provided by Cisco.

5.2        Performance Metrics Central (“PMC”). Integrator’s Attach Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. From the PMC tool, Integrator will be able to view the status of Attach Rate on an on-going basis.

5.3        All Services are invoiced annually in advance and payable within thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement in writing.

5.4        All prices in the Equipment List(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. Integrator will be billed for time and material fees and the Product list price of replaced Products not returned to Cisco.

5.5        Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

5.6        Support for Other Products. Integrator may support Other Products if Integrator provides Cisco with the following:

(a) a notification of Integrator’s intent to support Other Products, and

(b) a letter from the End User that requests the Service from the Integrator and has an attached list of the Product(s) and serial number(s) to be supported.

6.0 GENERAL

6.1        Entitlement. Integrator acknowledges that Cisco has the right to verify an End User’s entitlement to receive Services, and that End User is entitled to receive Services only for Products for which Integrator has paid the applicable license and support fees to Cisco. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s), as set forth in section above.

6.2        Disclosure of Contract Information. In addition to all other obligations of confidentiality, Integrator shall not disclose to any third party (a) any of the information contained in this Exhibit, or (b) Integrator’s Agreement number.

6.3        Software License. Integrator acknowledges that it may receive Software as a result of services provided under this Exhibit. Integrator agrees that it is licensed to distribute such Software only for Products covered under this Exhibit and subject to the non-transferable, non-reusable terms and conditions of the Software license granted with each original purchase of the Products and for which all applicable fees have been paid. Integrator shall not upgrade any End User to a feature set other than that which was licensed at the time of each End User’s original Product purchase unless applicable license fees are paid to Cisco.

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 8 of 13]

6.4        Third Party Services. Cisco reserves the right to subcontract the provision of all or part of the Services to a third party.

6.5        Term, Termination and Suspension of Performance.

6.5.1    In addition to all rights and remedies which it may have under the Agreement, Cisco may terminate this Exhibit with respect to some or all Products covered under this Exhibit, whether or not Products were purchased prior to or subsequent to the Effective Date, or suspend performance required of Cisco under this Exhibit, immediately upon Notice if:

(a) Integrator fails to provide the Unsupported End User List pursuant to Section within thirty (30) days after the end of the previous quarter and after Notice from Cisco;

(b) Integrator falls to pay for the Services when due and fails to make such payment within fifteen (15) days after notice from Cisco of such past due payment;

(c) Integrator breaches the provisions of Sections  ,  and/or any of the material provisions of this Exhibit and fails to remedy such breach within thirty (30) days after written notification by Cisco to Integrator of such breach;

(d) Cisco discontinues Service for one or more of the Products for whatever reason or elects to discontinue Service that is the subject of this Exhibit; or

(e) the Agreement terminates.

Upon expiration or termination as specified in the Agreement, all rights and licenses of Integrator hereunder shall terminate, Integrator shall not make any representation that it provides the Services described hereunder, and End User access to Cisco.com granted hereunder shall terminate. Cisco will have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

6.5.2    Either party may at any time terminate this Exhibit for convenience, for any reason or no reason, by providing the other party with ninety (90) days prior written notice of termination.

6.5.3    This Exhibit will be coterminous with the Agreement.

6.5.4    In the event Cisco’s support obligations to Integrator with respect to an Equipment List for which payment has been received by Cisco prior to the expiration of the term set out in Section  ,  ,  or of this Exhibit extend beyond such term, as applicable; and provided that Integrator complies with the terms of the Agreement and its obligations in this Exhibit, Cisco will provide support to Integrator for the term of such Equipment List provided that the maximum period of support shall not exceed three (3) years from the date of such Equipment List.

6.6        Representations and Warranties. Integrator will not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither party will create any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

6.7        Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to give either party the power to direct and control the day-to-day activities of the other,

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 9 of 13]

constitute the parties as joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

6.8        Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorneys’ fees, resulting from any claim made by an End User against Cisco hereunder as a third party beneficiary or otherwise. This Section shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

6.9        Survival. Sections  ,  and  of this Exhibit shall survive termination of this Exhibit.

7.0 CONTRACTING WITH U.S. FEDERAL GOVERNMENT AGENCIES

The following additional provisions or modifications will only apply when Integrator contracts with U.S. Federal Government Agencies and has been granted the resale rights in Section 2 (“Scope”) of the Agreement:

7.1        The definition for Services shall read as follows:

“Services” mean the Cisco brand Services described in the corresponding Services Description, listed on the then current Price List and which are available to Integrator for resale to an End User in accordance with the terms of this Exhibit. In the event Services are resold to Federal Government agencies, such Services are considered “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

7.2        Integrator will not grant End User any greater rights to Cisco Support than Cisco grants to Integrator in the Agreement and Exhibit.

7.3        Any partial year support agreements (period of performance less than twelve (12) months) will include an additional ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

7.4        The Other Product discount of fifteen percent (15%) shall not apply. Integrator’s earned discount shall apply.

8.0 WARRANTY

NOTHING IN THIS EXHIBIT WILL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER WILL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY WILL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 10 of 13]

ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS EXHIBIT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

9.0 CHANGE IN SCOPE

Cisco reserves the right to make changes to the scope and content of this Exhibit, including terminating the availability of a given Service, at any time upon ninety (90) days prior written notice and such changes shall become effective upon the next October 1^st. If Integrator does not agree with a change of scope or content, Integrator may terminate this Exhibit in accordance with Section  .

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 11 of 13]

EXHIBIT C – APPENDIX A

DEFINITIONS

The following definitions shall apply to this Exhibit:

“Advanced Services” means the proactive Services identified as Advanced Services at  .

“Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1st – July 31st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1st-April 30th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

“Business Partner Readiness Assessment (“BPRA”)” means an assessment performed by Cisco to measure the maturity of Integrator’s e-business capabilities.

“Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

“End User Obligations” means the obligations posted at      with which End Users shall comply when purchasing Services, in addition to the End User responsibilities set out in the Services Descriptions.

“Equipment List” means the list of Hardware and/or Software for which Cisco provides Services.

“First Call” means the initial call made by the End User when requesting assistance with Product.

“Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco.

“Ordering Tool” means a tool that Integrator may use to order Service detailed herein via Cisco.com.

“Other Product” means Product which an End User acquired from an Approved Source other than Integrator.

“Remote Management Services” means the monitoring services identified as Cisco Unified Communications Remote Management Services at

“Services Description” means the description of the Services, as of the purchase date of such Services, to be made available by Cisco to End Users through Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Service Description, which can be found at  .

“Support” means the assistance provided by Cisco to Integrator under the terms of this Exhibit.

“Service Contract Center” means a tool on Cisco.com that Integrator may use to order Service, renew orders and asset management of its installed base.

“Services” mean the Cisco brand Services available for resale by Integrator, which can be found at  .

“Technical Support Services” means Services that provide both essential proactive and reactive operation and maintenance support Services identified as Technical Support Services at  .

Confidential Page of Presidio-Cisco Amendment 5            

[4.1.1.7] [5 Amendment SIA.pdf] [Page 12 of 13]

EXHIBIT C—APPENDIX B

CISCO SEVERITY AND ESCALATION GUIDELINE

Integrator and/or End User must assign a severity to all problems submitted to Cisco.

Severity 1 means an existing network is down or there is a critical impact to End User business operation. End User (and Integrator if applicable) and Cisco both will commit full-time resources to resolve the situation.

Severity 2 means operation of an existing network is severely degraded or significant aspects of End User business operation are negatively impacted by unacceptable network performance. End User (and Integrator if applicable) and Cisco both will commit full-time resources during local time to resolve the situation.

Severity 3 means operational performance of the network is impaired, although most business operations remain functional. End User (and Integrator if applicable) and Cisco both are willing to commit resources during local time to restore service to satisfactory levels.

Severity 4 means information is required on Cisco product capabilities, installation, or configuration. There is little or no impact to End User business operation. End User (and Integrator if applicable) and Cisco both are willing to provide resources during local time to provide information or assistance as requested.

If Integrator or End User does not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, they should escalate the problem to the appropriate level of management by asking for the TAC duty manager.

Figure 1 Cisco Escalation Guideline

Elapsed Time*	Severity 1	Severity 2	Severity 3	Severity 4
1 hour	Customer Engineering Manager
4 hours	Technical Support Director	Customer Engineering Manager
24 hours	Vice President, Customer Advocacy	Technical Support Director
48 hours	President/CEO	Vice President, Customer Advocacy
72 hours			Customer Engineering Manager
96 hours		President/CEO	Technical Support Director	Customer Engineering Manager

● Severity 1 escalation times are measured in calendar hours—24 hours per day, 7 days per week. Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.

Confidential Page of Presidio-Cisco Amendment 5

[4.1.1.7] [5 Amendment SIA.pdf] [Page 13 of 13]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

AMENDMENT 6 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO CORPORATION

AND

CISCO SYSTEMS, INC.

This Amendment 6 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for an additional two (2) year period commencing on the Amendment Effective Date. If the Agreement expired prior to this Amendment Effective Date, any orders received and Products purchased between the date of expiration and the Amendment Effective Date shall be, in all respects, deemed made under the Agreement as in effect prior to this Amendment.

2. Section 13.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

[***]

3. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Intentionally Left Blank

Signature Page Follows

Cisco Confidential 1

[4.1.1.8] [6 Amendment SIA.pdf] [Page 1 of 2]

This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                 Jay T. Staples	Name:     George Li
Title:                 General Counsel	Title:     Sr. Director, Finance
Date:         3/7/11	Date:    March 14, 2011

This Represents the End of the Document

Cisco Confidential	2
[4.1.1.8] [6 Amendment SIA.pdf] [Page 2 of 2]

AMENDMENT 7 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

This Amendment 7 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of November 13, 2001, Cisco and INX, Inc. (“INX”) entered into a Systems Integrator Agreement (the “INX Agreement”), as amended, and;

WHEREAS, on or about December 30, 2011, Integrator acquired a controlling interest in INX (the “Merger”);

NOW THEREFORE, the parties agree as follows:

1. The entities listed below are hereby added as Affiliates to the Agreement. Each Affiliate will be granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of each Affiliate and warrants that each Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against each Affiliate, as though an original party to the Agreement.

INX LLC

Presidio West

2. As it relates to the Merger, Cisco hereby waives its right to terminate the INX Agreement pursuant to Section 14.3 and considers any such notice obligation on the part of INX to be met. Additionally, Cisco expressly retains all other termination rights in the Agreement and INX Agreement.

3. The INX Agreement will not be renewed and will terminate February 11, 2013, the end of its current term. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the INX Agreement.

4. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Cisco Confidential	1
[4.1.1.15] [7 Amendment SIA.pdf] [Page 1 of 2]

This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:         Benjamin J Pate	Name:     Juan Pablo Brockmann
Title:            Chief Operating Officer	Title:        Controller Finance
Date:           1/23/12	Date:    1/25/2012

INX, Inc. Now INX LLC
Authorized Signature:	APPROVED BY LEGAL
Name:         Benjamin J Pate
Title:            Director
Date:           1/23/12

This Represents the End of the Document

Cisco Confidential	2
[4.1.1.15] [7 Amendment SIA.pdf] [Page 2 of 2]

AMENDMENT 8 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

This Amendment 8 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of February 4, 2002, Cisco and Coleman Technologies, LLC (f/k/a Coleman Technologies, Inc.) (“Coleman”) entered into a Systems Integrator Agreement (the “Coleman Agreement”), as amended, and;

WHEREAS, on or about December 28, 2009, Integrator acquired a controlling interest in Coleman (the “Acquisition”) and Coleman became a wholly-owned subsidiary of Integrator.

NOW THEREFORE, the parties agree as follows:

1. The entity listed below is hereby added as an Affiliate to the Agreement. An Affiliate is granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of the Affiliate and warrants that the Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against the Affiliate, as though an original party to the Agreement.

Coleman Technologies, LLC

2. Pursuant to Section 14.2 of the Coleman Agreement, the Coleman Agreement will not be renewed and will terminate forty-five (45) days after this Amendment Effective Date. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 23.0 of the Coleman Agreement.

3. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Intentionally Left Blank – Signature Page Follows

Cisco Confidential	1
[4.1.1.19] [8 Amendment SIA.pdf] [Page 1 of 2]

This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                     Jay T. Staples	Name:     Conor Bennett
Title:                      General Counsel	Title:        Manager, Business Dev
Date:         3/1/12	Date               3/6/2012
Coleman Technologies, LLC
Authorized Signature:
Name:                     Jay T. Staples
Title:                      General Counsel
Date         3/1/12

This Represents the End of the Document

Cisco Confidential	2
[4.1.1.9] [8 Amendment SIA.pdf] [Page 2 of 2]

    

AMENDMENT NO. 9 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 9 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until April 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Juan Pablo Brockmann
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
3/13/13	March 15, 2013
Date	Date
	APPROVED BY LEGAL

Amendment 9 to SIA with Presidio(renewal)	page 1 of 1
[4.1.1.18] [8 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT NO. 10 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 10 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until May 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Juan Pablo Brockmann
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
4/16/13	April 18, 2013
Date	Date
	APPROVED BY LEGAL

Amendment 10 to SIA with Presidio (renewal)	page 1 of 1
[4.1.1.17] [10 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT NO. 11 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 11 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until July 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
5/15/13	May 17, 2013
Date	Date
	APPROVED BY LEGAL

Amendment No. 11 to SIA with Presidio (renewal)	page 1 of 1
[4.1.1.9] [11 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT 12 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 12 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.            The term of the Agreement is extended until September 15, 2013.

2.            All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
7/9/13	July 30, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 12SIA	1
[4.1.1.16] [12 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT 13 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 13 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of July 18, 2007, Cisco and Bluewater Communications Group LLC (“Bluewater”) entered into a Systems Integrator Agreement (the “Bluewater Agreement”), as amended,

WHEREAS, on or about February 29, 2012, Integrator acquired a controlling interest in Bluewater (the “Merger”);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The entity listed below is hereby added as an Affiliate to the Agreement. Affiliate will be granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of Affiliate and warrants that Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against Affiliate, as though an original party to the Agreement.

Bluewater Communications Group LLC

2. As it relates to the Merger, Cisco hereby waives its right to terminate the Bluewater Agreement pursuant to Section 14.3 and considers any such notice obligation on the part of Bluewater to be met. Additionally, Cisco expressly retains all other termination rights in the Agreement and the Bluewater Agreement.

3. The Bluewater Agreement will not be renewed and will terminate May 13, 2015, the end of its current term. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the Bluewater Agreement.

4. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Presidio Amendment 13 091013SIA	1
[4.1.1.10] [13 Cisco Amendment.pdf] [Page 1 of 2]

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Brian Dulac
Print Name	Print Name
General Counsel	Controller, Finance
Title	Title
9/10/13	September 12, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio Amendment 13 091013SIA	2
[4.1.1.10] [13 Cisco Amendment.pdf] [Page 2 of 2]

    

AMENDMENT 14 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 14 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.              The term of the Agreement is extended until February 15, 2014.

2.              All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Brian Dulac
Print Name	Print Name
General Counsel	Controller, Finance
Title	Title
12/13/13	December 13, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 14 120913SIA	1
[4.1.1.14] [14 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT 15 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 15 PL (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.            The term of the Agreement is extended until March 15, 2014. In the event the Agreement expires prior to full execution of this amendment, the Agreement will not govern any orders received between the date of expiration and the Amendment Effective Date.

2.            All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
2/15/14	February 20, 2014
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 15 021314SIA	1
[4.1.1.11] [15 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 1 of 1]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

    

AMENDMENT 16 TO SYSTEMS INTEGRATOR AGREEMENT

This Amendment 16 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”), and Presidio Networked Solutions, Inc., (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended.

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.        The term of the Agreement shall be renewed for an additional two (2) year period commencing on the Amendment Effective Date.

2.        If the Agreement contains a subsection titled “Integrator’s Volume Requirement under the Integrator Obligations section, then the volume purchase requirement in that subsection is changed from [***] million U.S. dollars ($[***] (net, after discounts) to [***] million U.S. dollars ($[***]) (net, after discounts). All other language in such subsection remains unchanged.

3.        If the Agreement does not contain such a subsection, then the following language is added to the Integrator Obligations section and any language in the Agreement regarding volume purchase requirements is hereby deleted:

“Integrator’s Volume Requirement. Unless otherwise agreed to by the parties in writing, during first twelve (12) months of this Agreement and for each twelve (12) month period thereafter, Integrator shall purchase at least [***] million U.S. dollars ($[***]) (net, after discounts) of Cisco Products and Services.”

4.        Exhibit B, Discount Schedule shall now be known as Exhibit B, Discount Terms and Conditions; the existing Discount Schedule shall be hereby deleted and replaced in its entirety with the Discount Terms and Conditions attached herein as Appendix A.

5.        The support exhibits in the Agreement shall be deleted in their entirety and replaced with the relevant Support Exhibits for which Integrator qualifies as posted on [***] (“New Exhibits”), which are incorporated into the Agreement by this reference, except to the extent there is a separate signed agreement between the parties addressing the Support Exhibits which in Cisco’s reasonable opinion are materially similar to the subject matter of those posted at the referenced URL. To the extent of a conflict between the provisions of the Support Exhibits in this Amendment and those within such separate signed agreement, the terms of the separate signed agreement shall control.

6.        To the extent that there are any pre-existing exhibits (“Superseded Exhibits”) in the Agreement dealing with subject matter which in Cisco’s reasonable opinion are materially similar to those of the New Exhibits, then: (a) such Superseded Exhibits are hereby superseded by the appropriate New Exhibits, and (b) all references to such Superseded Exhibits shall be regarded as references to the appropriate New Exhibits. This paragraph applies without affecting the generality of paragraph 8 below.

Sales_si_renewal_amendment v1.16 May 2013	p. 1 of 10
[4.4.4.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 1 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

    

7.        Integrator represents and warrants that before signing this Amendment, it: (a) has obtained copies of all applicable New Exhibits by downloading such New Exhibits from [***], or otherwise requesting them from Cisco, and (b) has read, understood, and accepts the terms set forth in such New Exhibits.

8.        It is acknowledged that in entering into this Amendment, Cisco has relied upon Integrator’s representation and warranty in paragraph 7 above.

9.        To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

10.      Appendix B (“Compliance with Anti-Corruption Laws”) is incorporated into this Amendment.

11.      Section 2.9.1, SLED, is hereby included in the Agreement with the following language:

2.9.1  Resale to U.S. State, Local Government, K-12 and Higher Education (SLED) End Users. Integrator may only Resell Products or Services to U.S. SLED End Users as expressly authorized under this Agreement.

2.9.1.1. Definitions: Where used under this section of this Agreement:

“Cisco Affiliated Entity” shall mean a wholly owned subsidiary or acquisition of Cisco Systems, Inc., including, but not limited to, Cisco IronPort LLC, Cisco WebEx LLC, and Cisco Tandberg.

“Direct-held” shall mean any agreement, which an identified party holds in its capacity as prime contractor.

“SLED End User” shall mean the SLED customer issuing a purchase order for its own use.

“SLED Government Supply Schedule” shall mean a zero dollar commitment, IDIQ government contract established as a general volume purchasing vehicle on behalf of and for use by multiple authorized SLED End Users under which Cisco and/or Cisco Affiliated Entity(ies)’ (collectively “Cisco”) product and/or service offerings are authorized to be resold to SLED End Users. This definition shall not include U.S. Federal Government contracts.

“IDIQ” shall mean Indefinite Delivery/Indefinite Quantity.

“SLED” shall mean any U.S. state government entity or political subdivision thereof, including any agency, board, commission, committee, council, department, institution, legislative body, public authority, or public benefit corporation, or other government corporation or public educational institution thereof (e.g., community colleges, colleges and universities, and K-12 school districts); and/or, where authorized, consortiums or other not-for-profit entities acting on behalf of one or more such entities.

“Transactional Procurement” shall mean a bid or other direct-held commercial contract of sale intended to result in a specific purchase order being issued with a dollar commitment to meet a named SLED End User’s specific business requirements.

Sales_si_renewal_amendment v1.16 May 2013	p. 2 of 10
[4.4.4.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 2 of 10]

    

2.9.1.2 SLED Government Supply Schedule. Integrator is authorized to Resell Products and/or Services under new SLED Government Supply Schedule(s) (“SLED Schedule”) executed on or after November 1, 2012 if:

(a)  Integrator is qualified and remains in good standing otherwise under this Agreement; and

(b)  Integrator meets one of the following three criteria:

 (i) The SLED Schedule is direct-held by Cisco (or alternatively a third party schedule management services contractor designated by Cisco), and Integrator: a) is otherwise qualified and authorized under this Agreement to resell all or part of the specific offerings under such SLED Schedule; b) is pre-qualified by Cisco (and/or such third party contractor) to resell under the specific, named SLED Schedule; or c) executes with Cisco, without modification, a standard Integrator addendum to this Agreement, containing the SLED Schedule terms of sale to SLED End Users and applicable Cisco (or third party schedule management contractor) flow-downs applicable to transactional sales under the SLED Schedule;

 (ii) Cisco formally releases such SLED Schedule on general notice to its Channel Partner community and Integrator is: a) otherwise qualified and authorized under this Agreement to resell all the specific offerings under such SLED Schedule; or b) otherwise pre-qualified by Cisco to resell under the specific, named SLED Schedule. Under these circumstances, Integrator may resell Product and Services through such released SLED Schedule. Cisco reserves the right to consider whether Integrator under any such released IDIQ contract and other transactional procurement offers Added Value, including but not limited to local offices and pre- and post-sales and engineering support; or

 (iii) The SLED Schedule is currently direct held by Integrator under a valid resale authorization from Cisco and was previously executed by Integrator prior to November 1, 2012 for a term that extends beyond November 1, 2012. In such event, Integrator’s current resale authorization remains in effect only as to that specific SLED Schedule for orders placed under that SLED Schedule for the duration of the original contract term, including renewals, and is terminated in its entirety upon expiration or termination of that SLED Schedule.

2.9.1.3 Other than the foregoing, Integrator is not authorized to Resell Products or Services under this Agreement through an Integrator direct-held, SLED Schedule executed on or after November 1, 2012.

2.9.1.4 SLED Transactional Procurements.  Integrator may Resell Products or Services under this Agreement for an Integrator direct held, SLED Transactional Procurement.

Government Flow-Downs.    Cisco does not accept any additional or modified government flow-down provisions, including SLED or Federal Acquisition Regulation (“FAR”) and its supplements, notwithstanding existence of such provisions on

Sales_si_renewal_amendment v1.16 May 2013	p. 3 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 3 of 10]

    

Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation, whether for Resale or Internal Use. This Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill Cisco direct-held SLED Schedules, or any of Integrator’s SLED Schedule or similar SLED contract obligations under any SLED Transactional Procurement.

12.      All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
2/28/14	March 10, 2014
Date	Date

APPROVED BY LEGAL                        

Sales_si_renewal_amendment v1.16 May 2013	p. 4 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 4 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

Appendix A

Discount Terms and Conditions

1.0 Certification Incentive

Cisco Premier, Silver and Gold Certified Partner Programs are designed to recognize and reward Partners who achieve the highest expertise in selling, designing, supporting, and servicing Cisco solutions. Certified Partners have completed comprehensive training that ensures a consistently high level of Product knowledge, technical expertise and service capabilities. Integrator’s discount will be set based on the certification level Integrator has been awarded at the time it submits a particular purchase order for Products. The requirements for each certification level are provided in the URLs identified in the following table:

Program

URL

Gold

[***]

Silver

[***]

Premier

[***]

Partner must comply with the requirements of a particular Program as outlined in the information provided at the associated URL in order to achieve and retain all program benefits, including any associated increase in discount.

Integrator’s participation in a particular certification Program may be subject to additional requirements, including compliance with Program audit requirements. Certification requires the submission of an electronic application. The application and program transition guidelines are available at: [***]

Certifications are granted by country, and discount points attributable to certification will be provided based on the country specified in point of sale information provided by Integrator at time of order. Cisco may designate larger geographical areas in which certifications are effective. Such multinational areas will be identified by Cisco to Integrator at: [***]

Sales_si_renewal_amendment v1.16
May 2013	p. 5 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 5 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

2.0 Discount Matrices

Upon execution of the Agreement, Integrator will be provided access to a restricted web page describing the resale discount to which Integrator is entitled depending on Integrator’s certification level. The web page is available at [***]

Note: Cisco reserves the right to introduce future Product families at different discounts. Cisco will notify Integrator in writing (including by posting on CCO) at least thirty (30) days prior to the introduction of such a new family of Products.

3.0 Internet Commerce/Point of Sale Reporting

Integrator shall submit electronically complete Point of Sale information with each of its Resales of Products under this Agreement.

POS information is submitted electronically when Integrator uses IC or EDI (Electronic Data Interchange) technology in a format agreed in advance with Cisco to submit orders electronically.

POS information shall include the following:

A. Integrator’s Purchase Order number.

B. Cisco’s Product name and number.

C. The following information:

(1) Ship-To

Name

Address (street, city, state, zip)

(2) Bill-To

Name

Address (street, city, state, zip)

(3) Install Site

Name

Address (street, city, state, zip)

Contact person (name, email, phone number)

(4) End User

Name

Address (street, city, state, zip)

Contact person (name, email, phone number)

NOTE: A Post Office Box is not a valid value for address information and will be rejected.

Cisco will have the right to verify all POS information provided. Integrator shall provide Cisco with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on Cisco’s written request.

Sales_si_renewal_amendment v1.16
May 2013	p. 6 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 6 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

In the event Integrator does not provide POS information at the time of order entry, Integrator shall prepare such information in an electronic format as specified by Cisco and forward such POS information to Cisco within seven (7) days following the submission of an Order. Integrator shall include all information that is set forth above under “IC/POS”. Cisco will have the right to verify the information in such reports and may request, and Integrator shall provide, reasonable proof (shippers’ documentation, invoices, etc.) confirming the information.

Such reports shall be sent to the following e-mail address: [***] or such other address as Cisco may specify.

4.0 Internal Use Discount

The discount level at which Integrator is entitled to purchase Products for Internal Use will be made available to Integrator at: [***]

5.0 Demonstration/Evaluation/Lab Product Discount

To assist Integrator in its sales and marketing efforts, Integrator will be entitled to a discount for its purchases of demonstration, evaluation, and lab equipment (collectively the “Lab Discount). Upon execution of the Agreement, the Lab Discount to which Integrator is entitled shall be provided at: [***]

This discount may be applied to a maximum total value of Cisco Products as follows (the “Lab Discount Limitations”):

Integrator’s Certification Level	Maximum total value of Cisco Products*/ Integrator may purchase using the Lab Discount
Gold	$[***] in any 12-month period.
Silver	$[***] in any 12-month period.
Premier	$[***] in any 12-month period.

^*/ Based on the Price List of Products purchased by Integrator from Cisco.

If Integrator is authorized by Cisco to Resell Products and Services in more than one country or country grouping, then the Lab Discount Limitations will apply on a per country or country grouping, provided that Integrator may not use the Lab Discount to purchase more than US$500,000 (based on then-current Price List) in Products in any Cisco sales theater (North America, Asia/Pacific, Europe, Emerging Markets, Japan) in any 12-month period.

If Integrator and its Affiliates collectively have multiple Systems Integrator Agreements with Cisco in a particular country or country grouping, then the Lab Discount Limitations will apply as if all Affiliates were purchasing under a single Systems Integrator Agreement.

Integrator may only use Products purchased with its Lab Discount for demonstration, evaluation, or lab purposes. Except to the extent permitted by Applicable Law, any Software received with or for such Products may not be distributed further, and, notwithstanding any other provision of this

Sales_si_renewal_amendment v1.16
May 2013	p. 7 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 7 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

Agreement, all Software for such Products is licensed to Integrator solely for its use for demonstration, evaluation or lab purposes.

In the event that a particular Cisco certification, specialization, or Advanced Technology Provider program in which Integrator participates requires the purchase of additional demonstration, evaluation, or lab Products, then, notwithstanding the dollar caps referenced in the matrix above, Integrator may apply its Lab Discount to the purchase of such required Products.

6.0 Price Deviations

With respect to additional discounts granted to Integrator for Integrator’s Resale to one or more specific End Users in accordance with Section 3 of the Agreement (Prices), Integrator will receive a valid deal identification number (“Deal ID”) from a Cisco Sales Representative. The Integrator must place the Deal ID in the appropriate field in Cisco’s Ordering Tool, Ariba and/or ICS-XML interface. For an Integrator with no specific Deal ID field in their XML interface or Ariba Solution, a Deal ID must be provided to Cisco either by electronic submission at the time of order. A valid Purchase Order must be placed within five (5) business days of the granting of the additional discount, or the Purchase Order will be subject to cancellation.

Integrator may submit the Deal ID in the notes fields on Purchase Orders when using ICS-XML as an order submission method.

7.0 Non-Value Added Discount

In the event that Cisco determines in its sole discretion that Integrator is selling Products without significant Added Value, the total discount for any such no-value added opportunity will be reduced. Upon execution of the Agreement, the Non-Value Added Discount to which Integrator is entitled depending on Integrator’s certification level shall be made available at: [***]

This remedy is without prejudice to, and is in addition to, all other rights and remedies available to Cisco. Purchases and Resales of Products Integrator makes within the Territory to other resellers of Products that are purchasing for purposes of Resale will be presumed to be sales made without significant Added Value, and will be subject to the special Non-Value Added Discount provided for in this Section 7.0 unless Cisco provides written consent in advance.

Sales_si_renewal_amendment v1.16
May 2013	p. 8 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 8 of 10]

Appendix B

Compliance with Anti-Corruption Laws

Cisco Systems expects and requires that all of its suppliers, subcontractors, channel partners, consultants, agents and other parties with whom Cisco does business (“Cisco Partners”), act at all times in a professional and ethical manner in carrying out their services and contractual obligations to Cisco, or on Cisco’s behalf to a Cisco customer or other third party. To that end, all Cisco Partners shall:

(a) Comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, including, but not limited to, anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (“Applicable Laws”). Cisco Partners can find more information about the FCPA at the following URL:http://www.usdoi.gov/criminal/fraud/fcpa/, or by contacting publicsectorcompliance@cisco.com.

(b) Not take any action or permit the taking of any action by a supplier or third party which may render Cisco liable for a violation of Applicable Laws, including the FCPA.

(c) Not use money or other consideration paid by Cisco for any unlawful purposes, including any purposes violating the FCPA or other Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:

(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business);

(ii) Political parties or party officials;

(iii) Candidates for political office; or

(iv) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above-identified persons or organizations.

(d) Upon request, Cisco’s Partners may be required to have their own subcontractors, consultants, agents or representatives execute a similar written anti-corruption compliance statement, and to confirm to Cisco that such action has been taken;

(e) The record-keeping, audit and other related terms and obligations, as set forth in Partners’ agreement(s) with Cisco, shall equally apply to their compliance with this policy.

(f) In no event shall Cisco be obligated under any supplier or third party agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be in violation of the FCPA or other Applicable Laws.

Sales_si_renewal_amendment v1.16
May 2013	p. 9 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 9 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

(g) Cisco retains the right to suspend or terminate any Cisco Partner agreement immediately upon written notice if Cisco believes, in good faith, that such Cisco Partner has breached any elements of this policy, or if the Partner makes a false or fraudulent statement, representation or warranty while carrying out their contractual obligations.

(h) Cisco’s Partners shall immediately report to Cisco any concerns it may have regarding any business practices by any Cisco employee or Cisco Partner by emailing ethics@cisco.com, or by calling Cisco’s Helpline toll free number in North America 1-877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611.

(i) Integrator has read and agrees to act consistently with Cisco’s Policy re: Compliance with Global Anticorruption Laws by Cisco’s Partners”, published at [***] (available in English and ten other languages), or by contacting [***]

(j) Integrator shall use its best efforts to regularly inform Cisco of any requirements under any Applicable Laws that directly or indirectly affect these Terms of Sale, the sale, use and distribution of Products or Services, or Cisco’s trade name, trademarks or other commercial, industrial or intellectual property interests, including, but not limited to, certification or type approval of the Products from the proper authorities in the Territory;

(k) Additionally, Integrator shall comply, and notify end users of their obligations to comply, with all applicable Cisco published policies, including Software Transfer Policy, Used Equipment Policy, as published by Cisco and as amended from time to time. Integrator shall promptly notify Cisco of any failure by any end user to comply with any of the foregoing policies that comes to Integrator’s attention.

Sales_si_renewal_amendment v1.16
May 2013	p. 10 of 10
[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 10 of 10]

AMENDMENT NO.17 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 17 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions, Inc., a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

  Presidio Networked Solutions LLC f/k/a

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Juan Pablo Brockmann
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
2/26/16	March 2, 2016
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.00
February 1, 2016	p.1 of 1
[4.1.1.23] [17 Amendment to SIA Presidio Networked Solutions LLC.pdf] [Page 1 of 1]

AMENDMENT NO.18 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 18 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
4/29/16	May 3, 2016
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.00	p. 1 of 1
February 1, 2016
ECLM#105835_INC#INC800003231098

AMENDMENT NO. 19 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 19 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
	/s/  Authorized Person
Authorized Signature	Authorized Signature
Jay Staples
Print Name	Print Name
Asst. General Counsel
Title	Title
7/1/16
Date	Date

Sales_si_renewal_amendment_short_form v1.00
February 1, 2016	p. 1 of 1
ECLM#107625_INC#INC800003831251

AMENDMENT 20 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 20 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions LLC (“Integrator”), a limited liability company formed under the laws of Florida having a principal place of business at 1 Penn Plaza, 28^thFloor, New York, NY, 10119, is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of December 6, 2005, Cisco and Netech Corporation (“Netech’’) entered into a Systems Integrator Agreement (the “Netech Agreement”), as amended,

WHEREAS, on or about February 1, 2016, Presidio Infrastructure Solutions LLC, a Delaware limited liability company (“PIS”), acquired substantially all the assets and liabilities of Netech, including the Netech Agreement., and

WHEREAS, PIS is a wholly-owned subsidiary of Presidio Networked Solutions Group LLC (“PNSG”), which is a wholly-owned subsidiary of Integrator;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. PIS and PNSG are hereby added as Affiliates, as defined herein, to the Agreement. Each Affiliate will be granted the ability to purchase Products and Services from Cisco for Resale or its own Internal Use in accordance with the terms of the Agreement. Integrator (i) guarantees the performance of each Affiliate, (ii) assumes any liabilities of PIS and PNSG under the Agreement, and (iii) assumes any liabilities under the Netech Agreement. Integrator warrants that each Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against Affiliate, as though an original party to the Agreement.

i. “Affiliate” with respect to Integrator is any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Integrator. “Affiliate” with respect to Cisco means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Cisco.

ii. The limit of liability set forth in the Agreement shall be deemed an aggregate limit of liability, not per Affiliate, regardless of whether any Affiliate has executed a separate agreement with Cisco or a Cisco affiliate permitting such Affiliate to purchase under the terms of this Agreement

Amendment 20 Presidio SIA  080416SIA 1

2. It is the intent of the Parties that the Netech Agreement will terminate upon finalization of the systems merge by Cisco of Netech with PIS. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the Netech Agreement.

All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, LLC   (“Integrator”)	Cisco Systems, Inc.   (“Cisco”)
	/s/  Brian Dulac
Authorized Signature	Authorized Signature
Jay Staples	Brian Dulac
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
August 5, 2016	August 11, 2016
Month/Day/Year	Month/Day/Year

Amendment 20 PresidioSIA  080416SIA 2

AMENDMENT No. 21 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 21 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a limited liability company formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Brian Dulac
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
9/7/16	September 8, 2016
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.00
February 1, 2016	p. 1 of 1
ECLM 109861_INC800004757248

AMENDMENT NO. 22 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a Limited Liability Company formed under the laws of Maryland (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
11/7/16	November 8, 2016
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.00
February 1, 2016	p. 1 of 1
ECLM# 112151 Remedy# INC800005287229

AMENDMENT 23 TO THE SYSTEMS INTEGRATOR AGREEMENT – U.S. (RENEWAL)

This Amendment 23 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a Limited Liability Company formed under the laws of Maryland (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of thirty (30) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
/s/ Jay Staples	/s/ Phil Lozano
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
1/9/17	January 10, 2017
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.01	p. 1 of 1
November 22 2016
ECLM# 113818
Remedy# INC800005797407

AMENDMENT NO. 24 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a Limited Liability Company formed under the laws of Maryland (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of thirty (30) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
/s/ Jay Staples	/s/ John Christoph
Authorized Signature	Authorized Signature
Jay Staples	John Christoph
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
2/3/17	February 7, 2017
Date	Date

APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.01	p. 1 of 1
November 22 2016
ECLM# 114803
Remedy# INC800005987811

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ADDENDUM 1 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

ENTERPRISE SUITES PROGRAM

TERMS AND CONDITIONS

This Addendum 1 (the “Addendum”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and the Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770. This Addendum is effective as of the date last written below (the “Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. Any capitalized term not defined in this document will have the meaning specified in the Agreement. In the event of a conflict between the Agreement and the Addendum, the terms of the Addendum shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

1. PROGRAM

1.1. This Addendum sets forth the terms and conditions for Integrator’s participation in the Cisco Enterprise Suites Program (“Program”). The Program entitles Integrator to Resell Cisco’s Enterprise Suites Products, as they are defined and updated from time to time (“Enterprise Suites”) on Cisco’s Price List, to qualified End Users, subject to the Cisco Enterprise Suites Terms and Conditions found at [***] (“End User Terms and Conditions”).

1.2. The Program provides for Enterprise-Wide purchase of Enterprise Suites including one or more of the following: Software, Services, and Cloud Subscriptions. The Software, Services, and Cloud Subscriptions included in each Suite are all separately orderable “commercial items” as defined under Federal Acquisition Regulation (“FAR”) 2.101 that are available on the Price List.

2. TERM

2.1. This Addendum expires on the earlier of (i) one year after the Addendum Effective Date or (ii) the termination or expiration of the Agreement (such term to be referred to as the “Addendum Term”).

Page 1 of 7

Cisco Confidential

[4.1.1.22] [1 Addendum SIA.pdf] [Page 1 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3. INTEGRATOR ELIGIBILITY

3.1. To be eligible for the Program, Integrator must maintain each of the following qualifications during the Addendum Term:

● [***]

● [***]

● [***]

● [***]

● [***]

3.2. If Integrator fails to meet any of these conditions at any time during the Addendum Term, Integrator is ineligible to Resell Enterprise Suites under the Program and this Addendum will terminate.

4. DEAL ELIGIBILITY

4.1. Integrator must receive Cisco’s written approval and follow any registration process required by Cisco before presenting, offering, marketing, or selling Enterprise Suites under this Program to any End User.

4.2. Upon written notice from Cisco, all Purchase Orders under this Addendum must be submitted electronically through Cisco Commerce Workspace.

4.3. Cisco reserves the right to put on hold and/or reject any Purchase Order that is not in conformity with the terms and conditions of this Addendum or the Agreement. Furthermore, any deal not meeting the terms and conditions of this Addendum will be rejected.

5. INTEGRATOR OBLIGATIONS

5.1. Prior to accepting a purchase order from an End User under this Program (“End User Purchase Order”), Integrator must:

● Obtain from End User a written, signed, good faith estimate of End User’s total number of Knowledge Workers in the form attached as Exhibit B;

● Attach the then-current version of the End User Terms and Conditions to the End User quote; and

● Confirm that the End User Purchase Order references Integrator’s quote.

5.2. Either before or with Integrator’s Purchase Order to Cisco, Integrator must provide to Cisco a signed copy of the End User Information form reflected in Exhibit B (“End User Information”). End User Information must include End User’s legal names and

	Page 2 of 7
		Cisco Confidential
[4.1.1.22] [1 Addendum SIA.pdf] [Page 2 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

location(s), including the legal name and location(s) of any Affiliate(s) that is/are included in End User Knowledge Worker estimate, the total number of End User’s Knowledge Workers, and the specific Enterprise Suites purchased. An authorized representative of End User must sign the End User Information.

5.3. Integrator may Resell the Enterprise Suites only to the End User and End User’s Affiliates named on the Integrator Purchase Order. Reselling Enterprise Suites other than on an Enterprise-Wide basis, including but not limited to per user or per CPU basis, is prohibited.

5.4. For purposes of the Program, [***] is excluded from the definition of Resale. Integrator shall not [***] without written permission from Cisco Systems and payment of an appropriate fee.

5.5. [***]

5.6. Upon Cisco’s request, Integrator will assist Cisco with verification of the number of installed Enterprise Software licenses by an End User.

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed. Each party warrants and represents that its respective signatories, whose signatures appear below, have been, and are, on the date of the signature, authorized by the respective party to execute this Addendum.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                         Jay T. Staples	Name:                             Juan Pablo Brockmann
Title:                         General Counsel	Title:                               Controller Finance
Date:      10/13/11	Date:         11/4/2011

APPROVED BY LEGAL    

Page 3 of 7

Cisco Confidential

[4.1.1.22] [1 Addendum SIA.pdf] [Page 1 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A

DEFINITIONS

“Affiliate” means, with respect to End User, any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with End User. With respect to Integrator and Cisco, “Affiliate” has the same meaning as in the Agreement.

“Authorized Users” means End User’s (a) full or part-time employees at all End User locations, including any remote personnel, and (b) contractors who work on End User’s behalf.

“Cloud Subscription(s)” means software provided online as a service purchased under the Enterprise Suites program and performed or to be performed by Cisco and are “commercial items” as defined under Federal Acquisition Regulation (“FAR”) 2.101.

“Cloud Subscription Terms” means (a) the terms of service located at [***] and (b) any other terms Cisco provides to Integrator for Cloud Subscriptions included in the Program.

“Devices” means computing or communication devices capable of Running the Enterprise Software or Enterprise Cloud Subscriptions.

“End User” means the final purchaser that: (i) has acquired the Enterprise Suites for its own internal business use and not for resale or acting as a service bureau or outsourcing for use by third parties, and (ii) is identified as the purchaser in the purchase order issued to Cisco or to the Reseller for the Program. “End User” encompasses any of End User’s Affiliates included in End User’s good faith estimate of Knowledge Workers.

“Enterprise Cloud Subscriptions” means the Cloud Subscriptions included in the Enterprise Suites.

“Enterprise Services” means the Services included in the Enterprise Suites.

“Enterprise Software” means the Software included in the Enterprise Suites. Cisco reserves the right to end the product life of the Enterprise Software during the Suite Term consistent with Cisco’s End of Life Policy which may be found at: [***]

“Enterprise-Wide” means End User has the right to use the Enterprise Software and access Enterprise Cloud Subscriptions and Services for End User’s internal business use for as many Authorized Users and Devices as End User desires consistent with Organic Growth.

“EULA” means the Cisco End User License Agreement, the Quad EULA, and any SEULA. Cisco’s End User License Agreement (EULA) terms and product warranties apply to the use of any Enterprise Software license under the Program. Cisco’s current EULA can be found at: http://www.cisco.com/go/warranty.

“Knowledge Workers” means End User’s Authorized Users that utilize Devices as a normal part of their job duties performed on End User’s behalf.

	Page 4 of 7
		Cisco Confidential
[4.1.1.22] [1 Addendum SIA.pdf] [Page 4 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

“Organic Growth” [***] Growth arising from one or more mergers, acquisitions, reorganizations, joint ventures, or other similar events that increase Authorized Users by more than [***] percent ([***]%) during the Suite Term is specifically excluded.

“Running” means loading software into memory and executing one or more of its instructions.

“SEULA” means the applicable Supplemental End User License Agreement for certain Enterprise Software.

“Suite Term” means the term of the Suites that are purchased by an End User. Unless otherwise authorized by Cisco in writing, End User has a maximum of three (3) years from the date of first product activation key (“PAK”) shipment to deploy and install the Enterprise Software on an Enterprise-Wide basis, use Enterprise Cloud Subscriptions, and receive support and upgrade Enterprise Services, unless the contract with Integrator and End User is terminated earlier for breach.

Intentionally Left Blank – Exhibit B Follows

	Page 5 of 7
		Cisco Confidential
[4.1.1.22] [1 Addendum SIA.pdf] [Page 5 of 7]

EXHIBIT B

END USER INFORMATION

To qualify for Cisco’s Enterprise Suites Program, you as the End User must complete and have your authorized representative sign this form. Cisco licenses its Software on an Enterprise-Wide basis to End User based on End User’s good faith estimate.

The following defined terms are provided to help you in completing the form:

“Affiliate” means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Purchaser.

“Authorized Users” means your (a) full or part-time employees at all of your locations, including any remote personnel, and (b) contractors who act on your behalf.

“Devices” means computing or communications devices capable of running the Enterprise Software or Enterprise Subscriptions.

“Knowledge Workers” means your Authorized Users that utilize Devices as normal part of their jobs duties that are performed on your behalf with or working on behalf.

“Running” means loading software into memory and executing one or more of its instructions.

You represent, in the designated space below, that the estimate below is a good faith estimate of the total quantity of Knowledge Workers that are employed by or work on behalf of you or your named Affiliates as of the purchase order date.

Intentionally Left Blank – “End User Knowledge Worker Estimate” Follows

Page 6 of 7

Cisco Confidential

[4.1.1.22] [1 Addendum SIA.pdf] [Page 6 of 7]

   END USER KNOWLEDGE WORKER ESTIMATE

Full Legal Name of Purchaser:

Purchaser Address:

Affiliates – check appropriate box and provide information, as needed:

☐ None

☐ All affiliates

☐ Named affiliates, legal names listed below:

Knowledge Worker Estimate:

“As an authorized representative of the Purchaser and in my capacity as a representative of Purchaser, the above information represents the Purchaser’s best estimate of Knowledge Workers.”

Company Name

Authorized Signature

Printed Name

Title

Date

This Represents the End of the Document

Page 7 of 7

Cisco Confidential

[4.1.1.22] [1 Addendum SIA.pdf] [Page 7 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Addendum No. 2 to System Integration Agreement

Hosted Collaboration Solutions - Large Enterprise

Resale Program Terms

This Addendum 2 (the “Addendum”) to Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. and Presidio Networked Solutions, Inc. (“Integrator”). This Addendum is effective as of the date last written below (“Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. In the event of a conflict between the Agreement and the Addendum, the terms of the Addendum shall take precedence with regards to the subject matter described herein.

1. Program. This Addendum sets forth the terms and conditions for Channel Partner’s participation in the Cisco Hosted Collaboration Solution - Large Enterprise Resale Program (“HCS-LE Resale Program”). Subject to the terms of this Addendum, Channel Partner is authorized through the HCS-LE Resale Program to Resell HCS-LE except on a hosted, outsourced, timeshare, managed, or any other provisioned basis.

2. Definitions. If a capitalized term is not defined in these Terms and Conditions, it shall have the meaning ascribed to it in the Resale Agreement.

2.1. Customer: The End User (as defined in Channel Partner’s Resale Agreement) or licensee that has acquired Products or Services for its own internal use and not for Resale, remarketing, or distribution. An entity is not an eligible Customer under the Program if it performs stocking, sparing, or warehousing activities for third parties or procures Products or Services for delivery to third parties.

2.2. GPL: The Cisco Global Price List as published at Cisco.com.

2.3. HCS-LE: Cisco’s Hosted Collaboration Solution – Large Enterprise as it is defined and updated from time-to-time on the GPL. HCS-LE includes Software and Services.

2.4. Resale Agreement: The Cisco Indirect Channel Partner Agreement (ICPA), the Cisco Systems Integrator Agreement (SIA), or another similar Cisco agreement that authorizes the resale of Cisco Products and Services only to Customers

3. Channel Partner Eligibility. Due to the technical complexity of designing and implementing HCS-LE, Channel Partner must meet at least one of the following eligibility options to participate in the HCS-LE Resale Program:

3.1. Eligibility Option 1. [***]

 i [***]

ii [***]

3.2. Eligibility Option 2. Otherwise demonstrate sufficient experience and ability to implement HCS-LE in a hosted environment by meeting all of the following requirements:

  i [***]

 ii [***]

iii [***]

iv [***]

v [***]

4. Deal Eligibility. Cisco reserves the right to put on hold and reject any Purchase Order that is not in conformity with the terms and conditions of this Addendum or the Agreement.

[4.1.1.21] [2 Addendum SIA.pdf] [Page 1 of 3]

Cysco Systems Inc.

Hosted Collaboration Solutions—Large Enterprise

Relase Program Addendum

Page 2 of 3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. Proprietary Rights and Software Licensing.

5.1. Notwithstanding any provisions in the Agreement or any other agreements or licenses between Cisco and Channel Partner, Channel Partner shall not [***]

5.2. The Managed CPE Services or Managed/Provisioned Network Services (“MNS”) exception to Cisco’s Transfer and Relicensing Policy, which can be found at http://www.cisco.com/en/US/prod/cisco_software_transfer_relicensing_policy.html, shall not apply to Resale of HCS-LE.

5.3. [***]

6. Termination for Cause. If Channel Partner fails to meet any of these conditions or comply with any of the terms of this Addendum at any time during the Addendum Term, Channel Partner will be ineligible to Resell HCS-LE under the HCS-LE Resale Program and this Addendum will terminate automatically for cause and without further notice from Cisco (“Termination).

7. Term. This Addendum expires on the earlier of (i) one year after the Addendum Effective Date or (ii) the termination or expiration of the Agreement and may be renewed upon mutual agreement of the Parties (such term to be referred to as the “Addendum Term”).

[4.1.1.21] [2 Addendum SIA.pdf] [Page 2 of 3]

Cysco Systems Inc.

Hosted Collaboration Solutions—Large Enterprise

Relase Program Addendum

Page 3 of 3

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been, and are, on the date of the signature, authorized to execute this Addendum.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
	Brian Fukuhara
Print Name                         Jay T. Staples	Print Name Vice President Finance
General Counsel
Title	Title
12/21/12	January 17, 2013
Date	Date

APPROVED BY LEGAL                        

[4.1.1.21] [2 Addendum SIA.pdf] [Page 3 of 3]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ADDENDUM 3 TO THE SYSTEMS INTEGRATOR AGREEMENT

ENTERPRISE LICENSE AGREEMENT PROGRAM

This Addendum 3 (“Addendum”) to the Systems Integrator Agreement (“Agreement’) is entered into by and between Cisco and Presidio Networked Solutions, Inc. (“Integrator”). This Addendum is effective on the date of last signature below (“Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. Any capitalized term not defined in this Addendum will have the meaning specified in the Agreement. In the event of a conflict between the Agreement and the Addendum, the Addendum shall take precedence over the Agreement with regards to the subject matter described herein.

1. ATTACHMENTS

1.1. The following attachments are incorporated by reference.

∎ Attachment A - Definitions

∎ Attachment B - Cisco ELA End User Terms and Conditions (“End User Terms”)

∎ Attachment B-1 – Security Enterprise License Agreement Program End User Terms

∎ Attachment C - Partner Program Requirements (“Program Requirements”)

∎ Attachment C-1 – Security Enterprise License Agreement Program Requirements

2. PROGRAM

2.1. This Addendum describes the terms and conditions for Integrator’s participation in the Cisco Enterprise License Agreement program (“Program”). The Program entitles Integrator to Resell on an Enterprise-Wide basis the applicable Cisco ELA, to qualified End Users, subject to the then-current End User Terms, including the license terms, limitations, waivers and restrictions included or incorporated therein. Cisco may update the ELA or the End User Terms from time to time, and integrator may only Resell the then-current ELA under the then-current End User Terms.

3. TERM

3.1. This Addendum has a term of one year starting on the Addendum Effective Date (“Addendum Term”). This Addendum shall renew for one or more additional one year Addendum Terms unless either party provides notice of non-renewal of this Addendum at least thirty (30) days before the end of the then-current Addendum Term. This Addendum shall terminate immediately upon the termination or expiration of the Agreement.

4. INTEGRATOR ELIGIBILITY

4.1. [***]

● [***]

● [***]

● [***]

4.2. [***]

4.3. [***]

SIA ELA Addendum	Page 1 of 14	Cisco Confidential
[4.1.1.20] [3 Addendum SIA.pdf] [Page 1 of 14]

Cisco Confidential

SIA ELA Addendum

Page 2 of 14

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. INTEGRATOR OBLIGATIONS

5.1. Prior to accepting an End User Purchase Order, Integrator must:

● Attach the End User Terms to Integrator’s quote;

● Obtain from End User a signed copy of the End User Information Form for the applicable Cisco ELA; and

● Confirm that the End User Purchase Order references Integrator’s quote and the attached End User Terms.

5.2. Integrator must provide Cisco a completed, signed copy of the End User information Form with Integrator’s Purchase Order.

5.3. Integrator may not retain any rights in or to the ELA, and may only Resell the ELA in its entirety only to the End User and End User Affiliates designated in the End User Information Form. Integrator may not Resell the ELA other than on an Enterprise-Wide basis.

5.4. Integrator may not transfer, relicense or sublicense the ELA except in accordance with Cisco’s Software Transfer and re-licensing Policy, which is located at [***]

5.5. Integrator may not offer the ELA for hosting, outsourcing, or other provisioned services to End Users.

5.6. Cisco may end the product life of the Software under the Program consistent with Cisco’s End of Life Policy which is located at: [***]

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed by their authorized signatories.

INTEGRATOR		CISCO
AUTHORIZED SIGNATURE:		AUTHORIZED SIGNATURE:
NAME:	Jay T. Staples	NAME:	Brian Dulac
TITLE:	General Counsel	TITLE:	Senior Controller
DATE:	5/2/13	DATE:	May 6, 2013

APPROVED BY LEGAL

[4.1.1.20] [3 Addendum SIA.pdf] [Page 2 of 14]

Cisco Confidential

SIA ELA Addendum

Page 3 of 14

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT A

DEFINITIONS

“Affiliate” means, with respect to End User, any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with End User, where “control” means having direct or indirect ownership of more than fifty percent (50%) of the voting equity or beneficial interest of the party. With respect to Integrator and Cisco, “Affiliate” has the same meaning as in the Agreement.

“Authorized Users” is defined in the applicable End User Information Form.

“Cisco” means Cisco Systems, Inc. or the applicable Cisco Affiliate which is the contracting party to the Agreement.

“ELA” means the Software and Services provided by Cisco as set forth in the product exhibit to the applicable End User Terms.

“End User” means the final purchaser that: (i) has acquired the ELA for its own Internal Business Use, and (ii) is identified as the purchaser in the End User Purchase Order, including the Affiliates specified in the End User Information Form.

“End User Purchase Order” means the purchase order for the ELA placed by the End User with Integrator.

“Enterprise-Wide” means End User’s permitted use of the Software and receipt of Services as identified in the applicable ELA for End User’s Internal Business Use for as many Authorized Users and on as many End User computing or communication devices or appliances capable of using the applicable Software.

“Excluded Growth” means growth of more than [***] percent ([***]%) in End User’s Authorized Users from the date the End User Information Form is submitted to Reseller arising from one or more mergers, acquisitions, joint ventures or other extraordinary transactions.

“Integrator Purchase Order” means the purchase order for the ELA placed by Integrator with Cisco.

“Internal Business Use” means any activity carried out by End User for its internal business purposes, excluding acting as a service bureau, outsourcing, hosting or providing a managed service for use by third parties other than Affiliates.

“Organic Growth” [***]

“Resale” or “Resell” means Integrator’s sale of the ELA to End Users as permitted in the Program.

“Services” means the services provided by Cisco set forth in the product exhibit in the applicable End User Terms.

“Software” means the software licensed by Cisco set forth in the product exhibit in the applicable End User Terms.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 3 of 14]

Cisco Confidential

SIA ELA Addendum

Page 4 of 14

ATTACHMENT B

CISCO ELA END USER TERMS AND CONDITIONS

The following End User Terms apply to the applicable Cisco ELA. Cisco may update Attachment B from time to time upon written notice to Integrator.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 4 of 14]

Cisco Confidential

SIA ELA Addendum

Page 5 of 14

ATTACHMENT B-1

SECURITY ENTERPRISE LICENSE AGREEMENT PROGRAM

END USER TERMS AND CONDITIONS

These End User Terms and Conditions (“ELA Terms”) govern Your use and receipt of the products and services licensed under the Cisco Security Enterprise License Agreement Program (“Program”). The ELA Terms incorporate the terms and conditions of the EULA (as defined below). For purposes of the Program, these ELA Terms take precedence over any conflicting terms in any other written contract or EULA You have with Cisco or ScanSafe.

1.            DEFINITIONS; EXHIBITS

1.1          Definitions. Capitalized terms used in these ELA Terms that are not defined herein have the meanings ascribed to such terms in Exhibit A.

1.2          Exhibits. The following Exhibits are incorporated by reference:

Exhibit A	Definitions
Exhibit B	End User Information Form
Exhibit C-1	Security Software
Exhibit C-2	Cloud Web Security Service

2.            PROGRAM

2.1          Scope. Your license of the Security ELA grants you the right to use the Security Software and to receive the Cloud Web Security Service that you have ordered in accordance with these ELA Terms. The Program and these ELA Terms apply only to the Security ELA and do not include any Cisco hardware products or any other software, services, subscriptions or support.

2.2          Resellers. You are free to select your own authorized Reseller. Your purchase of and payment for the Security ELA is made between You and the Reseller. Resellers act independently and do not have authority to bind Cisco or ScanSafe. If a Reseller ceases to be an authorized Cisco Reseller or ceases to participate in the Program, you may select a replacement Reseller, provided that such Reseller is eligible to participate in the Program.

2.3          No Retroactivity. The Program will not apply retroactively to any purchases of Cisco or ScanSafe products or services prior to the date that Cisco and ScanSafe accept your Security ELA order from your Reseller.

2.4          End User Information Form. To license the Security ELA, you must provide your Reseller with a completed and executed End User Information Form. Your Reseller will submit the completed form to Cisco.

3.            LICENSE TERMS

3.1          Security ELA Offerings. The Security ELA includes the following software and service offerings: (i) Application Software; (ii) Client Software; (iii) Cloud Service; (iv) Feature License Software; (v) Portal Service; (vi) Subscription Software; and (vii) Subscription Services, as further described in Exhibit C-1 and C-2 and Section 3.4 below.

3.2          Security Software. Subject to these ELA Terms, Cisco and its suppliers grant You a non-exclusive, non-transferable license during the term specified in Section 3.4 to use unlimited Object Code copies of the Security

[4.1.1.20] [3 Addendum SIA.pdf] [Page 5 of 14]

Cisco Confidential

SIA ELA Addendum

Page 6 of 14

Software for Your Internal Business Use. In the event of a conflict between these Terms and the EULA, these Terms shall govern.

3.3          Cloud Web Security Service. Subject to these ELA Terms, ScanSafe and its suppliers grant You a non-exclusive, non-transferable license during the term specified in Section 3.4 to use the Cloud Web Security Service for Your Internal Business Use. In the event of a conflict between these Terms and the EULA, these Terms shall govern.

3.4          License or Service Terms; Entitlement to Updates. The Security ELA offerings have the license or service terms and entitlement to updates set forth below.

OFFERING	LICENSE/SERVICE TERM*	ENTITLEMENT TO UPDATES
Application Software	Perpetual license	Software Application Support and Upgrades included in Security ELA during the Term
Client Software	Perpetual license	Available as part of a separately purchased hardware support contract during term of coverage
Cloud Service	Subscription-based limited term license for Term only (subject to renewal)	Included in Security ELA during the Term
Feature License Software	Perpetual license	Available as part of a separately purchased hardware support contract during term of coverage
Portal Service	Subscription-based limited term license for Term only (subject to renewal)	Included in Security ELA during the Term
Subscription Software	Subscription-based limited term license for Term only (subject to renewal)	Software Subscription Support Services included in Security ELA for certain Subscription Software. Updates for other Subscription Software is available as part of a separately purchased hardware support contract during term of coverage
Subscription Services	Services entitlement is for paid term only (subject to renewal)	Alerts, reports and other information specified in Services Description are included in Security ELA during the Term

* Applies to original software license or services, along with any Updates appropriately received during term of applicable hardware or software support contract or Term, as applicable.

** Software Subscription Support Services are provided for Email Security Appliance, Web Security Appliance and Security Management Appliance software.

3.5          Excluded Growth. You must notify Your Reseller of Excluded Growth and Your Reseller will provide You a quote for these additional Authorized Users.

3.6          Change of Control Transaction. If You are acquired by a third party acquiror (“Change of Control Transaction”), the licenses granted under these ELA Terms shall continue to apply during the remainder of the Term only to You and Your Affiliates that were under Your common ownership and control prior to the Change of Control Transaction. The third party acquiror and its affiliates shall not be considered Your Affiliates and shall not be entitled to any rights granted under these ELA Terms.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 6 of 14]

Cisco Confidential

SIA ELA Addendum

Page 7 of 14

3.7          Support. You are responsible to support the Cisco products used with the Security ELA. You are free to obtain support directly from Cisco, from the Reseller, or from another Cisco authorized support provider You select.

3.8          No Assignment. You may not assign or transfer Your interests, rights or obligations under these ELA Terms by written agreement, merger, consolidation, divestiture, operation of law, or otherwise, without Cisco’s prior written consent. Any attempt to assign or transfer Your rights under these ELA Terms shall be null and void.

3.9          Software Delivery. You will receive all Security ELA deliverables through the delivery mechanism specified in the Security ELA deliverables document or through Cisco or ScanSafe providing a hosted service as described in the applicable Service Description. Delivery will be considered complete when an appropriate method of access is made available to You. You are responsible for all distribution of the Security ELA to Your Authorized Users and Affiliates.

3.10        Verification. Upon reasonable request from Cisco, You agree to assist and make information available to Cisco to verify Your installation or use of the Security ELA.

3.11        Business Reviews. Cisco will make available an executive to hold Annual Business Reviews with You and Your Reseller to accomplish the following objectives: (i) provide general business updates; (ii) identify process improvement opportunities; (iii) review quality assurance issues; (iv) review customer satisfaction issues; (v) review product roadmaps; (vi) review deployment progress; and (vii) address any other issues raised by You.

3.12        Authorized Users. You represent that the estimated number of Authorized Users set forth in the End User Information Form is a good faith estimate of the total quantity of Authorized Users as of the date of your purchase order for the Security ELA.

3.13        WiFi Bandwidth Limit. If Your use of the Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Service exceeds the WiFi Bandwidth Limit for two or more consecutive months during the Term, your Reseller will provide you a quote for additional bandwidth.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 7 of 14]

Cisco Confidential

SIA ELA Addendum

Page 8 of 14

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A    

DEFINITIONS

“Affiliate” with respect to a party means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with such party, where “control” means having direct or indirect ownership of more than fifty percent (50%) of the voting equity or beneficial interest of the party.

“Authorized Users” means (i) all Your full or part-time employees at all of Your locations, (including any remote personnel); and (ii) all Your contractors who use the Security Software and Web Security Service solely for Your behalf.

“EULA” means the Cisco End-User License Agreement, the ScanSafe End User License Agreement, and as applicable, for certain Security Software, a SEULA. The ELA Terms incorporate the EULA in its entirety, including but not limited to, the limitation of liability, consequential damages waiver, and warranties stated therein, and all use of the Security Software is subject to the EULA or any applicable SEULA.

“Excluded Growth” means growth of more than [***] percent ([***]%) in your Authorized Users from the date You submit the End User Information Form to Reseller arising from one or more mergers, acquisitions, joint ventures or other extraordinary transactions.

“Internal Business Use” means activities carried out by You for Your internal business purposes, excluding acting as a service bureau, outsourcing, hosting or providing a managed service of the Security Software or Web Security Service for use by any third party other than Your Affiliates.

“Object Code” means the Security Software in executable binary form.

“Order” means a purchase order for the Security ELA placed by You with the Reseller.

“Organic Growth” means Authorized User growth in the normal course of Your business operations other than through Excluded Growth.

“Reseller” means the reseller authorized by Cisco and ScanSafe to resell the Security ELA under the Program.

“ScanSafe” means Cisco’s Affiliate ScanSafe Services LLC if Your principal place of business is in the United States or Canada and Cisco’s Affiliate ScanSafe Ltd if Your principal place of business is in Europe.

“Security ELA” means, collectively, the software and related services set forth in Exhibits C-1 and C-2. Cisco may from time to time amend Exhibit C-1 or C-2 on written notice to You in the case of third party software included in the Security ELA, to replace such third party software with functionally equivalent or superior software.

“Service Description” means the applicable terms posted at [***]

“SEULA” means the applicable Supplemental End-User License Agreement for certain Security Software.

“Term” means the license term for the Security ELA specified in the End User Information Form.

“Update” has the meaning defined in the applicable support contract or Service Description.

“WiFi Bandwidth Limit” means the limit on Your use of the Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Scanning Service specified in the End User Information Form.

“You” or “Your” means the end user customer licensing the Security ELA under these ELA Terms, including its Affiliates designated on the End User Information Form.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 8 of 14]

Cisco Confidential

SIA ELA Addendum

Page 9 of 14

EXHIBIT B

END USER INFORMATION FORM FOR SECURITY ELA                        

END USER CONTACT INFORMATION

End User Purchase Order Date:

Full Legal Name of End User:

Address:

Contact Name:

Title:

Phone:

Email:

END USER SECURITY ELA BUSINESS TERMS

Security ELA Term Start Date:

Note: Start Date will be End User P.O. date + 3 weeks

Security ELA Term End Date:

Note: End Date will be ELA Term Start Date + 36 months

Estimated Number of Authorized Users:

Wi-Fi Bandwidth Limit (for Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Service):

Affiliates – check appropriate box and provide information, as needed:

☐None

☐All affiliates

☐Named affiliates, legal names listed below (attach sheet if necessary):

END USER SIGNATURE

Signature                                                                                                  Title:                                                          

Printed Name                                                                                       Date:                                                       

RESELLER INFORMATION

Full Legal Name of Reseller:

Address:

Contact Name:

[4.1.1.20] [3 Addendum SIA.pdf] [Page 9 of 14]

Cisco Confidential

SIA ELA Addendum

Page 10 of 14

Title:

Phone:

Email:

[4.1.1.20] [3 Addendum SIA.pdf] [Page 10 of 14]

Cisco Confidential

SIA ELA Addendum

Page 11 of 14

                           EXHIBIT C-1             

            SECURITY SOFTWARE            

        [please contact Cisco for current version]         

[4.1.1.20] [3 Addendum SIA.pdf] [Page 11 of 14]

Cisco Confidential

SIA ELA Addendum

Page 12 of 14

EXHIBIT C-2        

CLOUD WEB SECURITY SERVICE

[please contact Cisco for current version]      

[4.1.1.20] [3 Addendum SIA.pdf] [Page 12 of 14]

Cisco Confidential

SIA ELA Addendum

Page 13 of 14

ATTACHMENT C

Partner Program Requirements

Integrator must maintain the following partner program requirements to be eligible to Resell the applicable Cisco ELA under the Program. Eligibility to Resell one ELA does not entitle Integrator to Resell another ELA unless Integrator meets the Program Requirements for that ELA. Cisco may update the partner program requirements from time to time upon written notice to Integrator.

[4.1.1.20] [3 Addendum SIA.pdf] [Page 13 of 14]

Cisco Confidential

SIA ELA Addendum

Page 14 of 14

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT C-1

Security Enterprise License Agreement Partner Program Requirements

North America

  • [***]

• [***]

• [***]

• [***]

Europe

• [***]

• [***]

• [***]

[4.1.1.20] [3 Addendum SIA.pdf] [Page 14 of 14]

ADDENDUM TO THE SYSTEMS INTEGRATOR AGREEMENT

This Addendum to the Systems Integrator Agreement (the “Agreement”) is entered into as of the date of last signature written below (the “Addendum Effective Date”) between:

Cisco Systems, Inc. (“Cisco”), a California corporation having a place of business at 170 West Tasman Drive, San Jose, California, 95134,

and,

Presidio Networked Solutions, lnc. (“Integrator”), a corporation formed under the laws of Maryland having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, United States.

The parties agree as follows:

1. The attached exhibit, entitled “Cisco Services Software Program Pilot Exhibit” (the “Pilot Program”) is added to the Agreement as an Exhibit (the “Program Exhibit”).

2. With respect to the Pilot Program, the Products and Services subject to the Program Exhibit are limited solely to the Products and Services expressly made available for Resale as set forth in the Program Guide (inclusive of the Additional Program Documents). “Program Guide” and “Additional Program Documents” are defined in the Program Exhibit. Integrator understands and acknowledges that Cisco may from time to time require Cisco’s Advanced Technology Provider qualifications, certifications or other specializations as a pre-requisite to the Integrator being certified as meeting the requirements to Resell certain Products or Services within the Program.

3. With respect to the Pilot Program only, and to the extent expressly set forth in the Program Guide, the following apply:

a. Pilot Program Partner-to-Partner Resale Exception.

i. Outside of the EEA, Cisco may permit Integrator to Resell Program Products and Services to other registered Cisco-Authorized resellers (“Resellers”) solely for the fulfillment of End-User Orders in Integrator’s authorized Territory, provided that the Products and Services are sold as a component of a total solution with significant Added Value. Cisco will permit such Reselling (as described in the previous sentence) for specific Pilot Program offerings by expressly posting such permission (with any related limitations or requirements) in the Program Guide. Such permission may be limited or revoked at any time by Cisco with or without prior notice. With respect to the EEA, the authority to Resell to Authorized Resellers as provided in the Agreement remains unchanged.

ii. As part of Integrator’s Added Value, Integrator must agree in writing with the Reseller to provide the Reseller and/or End-User with a reasonable level of technical support, installation and configuration services with respect to the Product or Services being resold. Depending on the offering and transaction process, if the End-User does not have Cisco support, End-User will be required to work through Integrator and Reseller for support. Integrator shall indemnify Cisco for any claims or liability that arises from the performance of such services.

iii. Prior to any distribution of Products and Services by Integrator to Reseller, the Reseller must acknowledge and agree in writing with Integrator that applicable resale terms of the Reseller’s Systems Integrator Agreement, Indirect Channel Partner Agreement or equivalent Cisco resale agreement applies as it pertains to the reselling of Cisco’s Products and Services for End User Orders. For the avoidance of doubt, Reseller must also agree and understand that any Resale pursuant to this paragraph will not be applied toward attainment of certifications, discounts, rebates or other benefits from Cisco, including without limitation any rights or benefits under the Pilot Program and the Cisco Services Partner Program.

Cisco Confidential	Page 1 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 1 of 10]

iv. Integrator and Reseller must provide all information regarding End-Users as reasonably requested by Cisco, including without limitation, the End-User’s installation and delivery site for Services. Such information may be required before Cisco approves the Resale under this section.

v. Cisco is a third-party beneficiary of any Cisco Software licensed to Reseller and/or End User. Cisco shall have the right to enforce such terms and conditions directly against such Reseller and/or End User and, at Cisco’s option, terminate any such Software license for breach.

b. Added Value.    Integrator may Resell certain Program Products and Service (as identified and to the extent identified in the Program Guide) without Added-Value. Such permission may be limited or revoked at any time by Cisco with or without prior notice.

c. Discounts and Rebates.   The discounts and rebates for the applicable Products and Services are set forth at the Program Website (as defined and identified in the Pilot Exhibit) and not in Exhibit B (Discount Terms and Conditions) of the Agreement.

d. Payment Terms for Software available for Download.   The payment terms for Software made available for download is thirty (30) days from the date the Software is made available for download by Cisco.

4. Products and Services offered as part of the Pilot Program are not included as part of the Cisco Services Partner Program or any other Service program offered by Cisco.

5. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Addendum to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Addendum.

CISCO SYSTEMS, INC.		Presidio Networked Solutions, Inc.
By:		By:
Name:    Juan Pablo Brockmann		Name:        Jay Staples
Title:      Director, Finance		Title:        General Counsel
Date:  February 3, 2014		Date:        1/29/14

    APPROVED BY LEGAL

Cisco Confidential	Page 2 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 2 of 10]

Exhibit

CISCO SERVICES SOFTWARE PARTNER PROGRAM PILOT EXHIBIT

This Cisco Services Software Partner Program Pilot (the “Program”) Exhibit supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit, provided that, to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. For purposes of this Exhibit, “Participant” means the Party executing the Agreement with Cisco.

1.0 DEFINITIONS.

1.1        Additional Program Documentation means the Program Performance Management Appendix, Growth Incentive Eligible Bookings Guide and Program Operations Guide (when made available on the Program Website), each incorporated by reference within the Program Guide.

1.2        Bug Fixes means an error correction, patch or workaround for the Software, which either comprises new Software or is a network-bootable Software image as determined by Cisco and that is provided to Participant by Cisco and which may comprise a Maintenance Release but which shall not comprise a Minor or Major Release.

1.3        Cisco Branded Services means those service offerings identified as Technical Services and Advanced Services made available for purchase and resale by Participant under this Program, which can be found at the Program Website (as defined below). Cisco Branded Services under this Program have no relation to, and will not be treated as part of, any other Cisco Branded Services available under the Cisco Services Partner Program.

1.4        Deliverable(s) means, with respect to each Service provided under this Program as part of an Offer Description or SOW, the items to be delivered by Cisco to Participant as specified in the Offer Description or SOW, including, without limitation, any Reports.

1.5        Electronic Communication means the electronic communication standard specified by Cisco for the purpose of ordering and maintaining service contract information.

1.6         End User Network Information means the information about End User’s network that is collected, stored, and analyzed in connection with the Data Collector Tool, and may include, without limitation, the following information: configurations (including running configurations and startup configurations), product identification numbers, serial numbers, host names, equipment locations, IP addresses, system contacts, equipment models, feature sets, software versions, hardware versions, installed memory, installed flash, boot versions, chassis series, exceptions to such information (e.g., duplicate host name, duplicate IP address, device running interim release image), slot IDs, card types, card families, firmware versions, and other network and inventory information as deemed appropriate by Cisco.

1.7        End User Obligations means the obligations End Users should comply with when purchasing Software and Services in addition to End User responsibilities set out in the applicable Offer Descriptions.

1.8        Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

1.9        Maintenance Release means an incremental release of Software that provides maintenance fixes and may provide additional Software functions. Maintenance releases are designated by Cisco as a change in the

Cisco Confidential	Page 3 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 3 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

digit(s) to the right of the tenths digit of the Software version number [x.x.(x)] or to the right of the hundredths digit of the Software version number [x.x.x.(x)].

1.10        Major Release means a release of Software that provides additional Software features and/or functions. Major Releases are designated by Cisco as a change in the ones digit of the Software version number [(x).x.x].

1.11        Minor Release means an incremental release of Software that provides maintenance fixes and additional Software features. Minor Releases are designated by Cisco as a change in the tenths digit(s) of the Software version number [x.(x).x].

1.12        Ordering Tool(s) means a Cisco.com tool that Participant may use to order under this Program.

1.13        Other Product means Product an End User acquired from sources other than Participant.

1.14        Other Service Program means the support program(s) including, but not limited to, Cisco Services Partner Program (“CSPP”), Cisco Brand Resale (“CBR”), Cisco Shared Support Program (“CSSP”), resale of Cisco Remote Operations Support (“Cisco ROS”), resale of Cisco Transactional Advanced Services, Co-Brand Foundation Program and interim support programs commonly referred to as “Bridge” programs, under which Participant was or may have been previously participating and receiving services from Cisco prior to the Program becoming available.

1.15        Program means, for purposes of this Exhibit, the Cisco Services Software Partner Program Pilot.

1.16        Program Guide means the governing document for Cisco Services Software Partner Program Pilot, defining program elements, including, but not limited to, eligibility, performance management, and any applicable rebates.

1.17        Program Start Date means the date when Participant is authorized by Cisco to participate in the Program.

1.18        Program Website means [***]

1.19        Report(s) means a report or reports generated by Cisco as part of a Service under this Program that is based on End User Network Information. The information contained in Reports may include part or all of the collected End User Network Information, product alert information, and such other information as Cisco deems appropriate.

1.20        RMA means Return Material Authorization.

1.21        Service(s) means those Services made available under the Program.

1.22        Services Description or Offer Description each means the description of the Software and/or Services made available under this Program, as of the purchase date of such Software or Services, to be made available by Cisco and the applicable terms and conditions under which those Software or Services are provided. Each available Software and Service has its own Offer Description, which can be found at the Program Website.

1.23        Service Level Agreement (“SLA”) Addendum means a duly executed addendum to a Previous Service Program that addresses Cisco’s service delivery response time commitments as a part of Participant’s resale of Cisco Branded Services.

1.24        Statement of Work or SOW means the documents agreed upon by the parties that define the services and deliverables, if any, to be provided thereunder.

1.25        TAC means Cisco’s Technical Assistance Center.

Cisco Confidential	Page 4 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 4 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

1.26        Territory means the country or countries in which Participant has been granted authorization by Cisco to participate in the Program.

1.27        Tool(s) means the software or hardware appliance, commonly referred to as “Data Collector Tools” or “Collectors”, which enables Participant to run, on one or more computers connected to an End User’s network, data collection devices in order to collect, analyze and provide reports regarding End User Network Information.

2.0 SCOPE OF THE PROGRAM. This Exhibit sets forth additional governing terms and conditions for the Program under which Participant is authorized to purchase and license Software and Services available for purchase solely under the Program.

3.0 ELIGIBILITY. Participant acknowledges that it is authorized to provide Software and Services under this Program to the extent Participant has achieved such Cisco designated specializations or certifications as specified in the eligibility portion of the Program Guide and/or Additional Program Documentation. Additionally, Participant understands and acknowledges that Cisco has required Participant [***]

4.0 CHANGE OF SCOPE. Cisco reserves the right to make changes to the Program, or parts thereof, at any time, including, but not limited to, the eligibility criteria, performance metrics, service offerings, and rebates. Any Program changes shall become effective ninety (90) days from the date of notice provided by Cisco. If Participant does not agree with a change made to Services under the Program under this clause, Participant may elect to either (i) terminate this Exhibit within ninety (90) days of the notice of change of scope by providing written notice to Cisco of such termination; or (ii) cease purchasing the affected Service at its sole discretion, but such cessation will not limit Participant’s ability to participate in the affected Service or any other Services under the Program for which Participant is eligible.

5.0 CISCO RIGHTS AND OBLIGATIONS.

5.1        Cisco will make available the Software and Services listed at the Program Website for purchase and resale, as applicable, by Participant under the Program. Software and Services are subject to Participant eligibility and any availability limitations specified in the applicable Offer Description. For any Cisco Branded Services provided by Cisco directly to End User, Cisco shall perform the Services on behalf of Participant, acting as Participant’s subcontractor.

5.2        Cisco Warranty. For the duration of the Cisco warranty period, Cisco will provide Participant access to Cisco’s TAC for warranty support. During such period, Cisco will use commercially reasonable efforts to provide, where required, Bug Fixes to Participant.

5.3        Inspection Fee. In order to be eligible to receive support services as set out herein for Software that has not been previously supported, for Software where support has lapsed and/or for Other Product, Cisco will have the right to validate that a Software license exists for Software to be supported. Where a valid Software license does not exist, a Software license fee will be payable by Participant to Cisco.

6.0 PARTICIPANT RIGHTS AND OBLIGATIONS.

6.1        Participant has read, understood, and agrees to comply with Program Guide, and Additional Program Documentation contained therein, located at the Program Website, which is incorporated herein by reference and may be updated from time to time by Cisco in its sole discretion under Section 4.0 (Change of Scope). Participant must comply at all times with requirements of particular Software, Services, Program Guide, and Additional Program Documentation in order to achieve and retain the benefits of the Program, including any associated rebates.

Cisco Confidential	Page 5 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 5 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6.2        Prior to accepting a purchase order from an End User for Cisco Branded Services provided by Cisco directly to End User, Participant shall refer the End User to the relevant End-User accessible Cisco website where Service Description and End User Obligations are posted, or provide a current copy of such documents to End User and ensure that End User understands (i) Cisco’s obligations, (ii) End User’s responsibilities under the applicable Offer Description, and (iii) End User Obligations.

6.3        Participant must have: 1) a service sales organization; 2) access to Cisco.com; and 3) a detailed understanding of how to use and operate Ordering Tools and contract management web tools.

6.4        Electronic Communication.   Where required by Cisco, Participant must have the ability to exchange information with Cisco through an electronic communication standard specified by Cisco for the purpose of ordering and maintaining service contract information. Cisco will provide the Participant with the necessary interface specifications and information to establish the means of electronic communication. The parties agree that, where electronic communication is specified, all information regarding Program order transactions will take place in the established format. Cisco may from time to time alter the specification of any electronic interfaces, and Participant will be notified of such changes in the specification, together with details of the maximum period by which such interface changes must be implemented by Participant. Cisco will undertake interface testing for the purposes of validating functionality.

6.5        Participant Warranty Obligations.     In those instances when Service has not been purchased by Participant, Participant shall provide to its End Users, at no additional charge, all warranty service for the duration of the warranty period set out in the published Product warranty shipped with the original Product. The warranty period shall commence upon shipment to the Participant or upon such period as is provided for in the Product warranty shipped with the original Product.

6.6        Participant is entitled to receive support only for Software for which the Participant has paid the applicable support and license fees. Participant shall be responsible for ensuring that End Users utilize Software for which applicable support and license fees have been paid, and shall provide Cisco with such information as Cisco may require enabling Cisco to monitor and enforce entitlement levels.

7.0 REPRESENTATION OF CISCO BRAND.     Participant agrees to comply with the guidelines located at [***] which is incorporated herein by reference.

8.0 PRICE AND PAYMENT.

8.1        The price for Services is (a) calculated by applying [***]

8.2        Except for SOW-based Advanced Services or unless otherwise noted to the contrary in an applicable Offer Description, all Services are invoiced in advance (including multi-year orders) and are payable within thirty (30) days from the invoice date in the currency used by the Cisco entity with which Participant has placed its Purchase Order. SOW-based Advanced Services shall be invoiced following the completion of Services unless otherwise specified in the applicable SOW.

8.3        All stated prices are exclusive of taxes, fees, duties or other applicable amounts. Any taxes related to Services purchased pursuant to this Agreement shall be paid by Participant or Participant shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes, if any, shall be billed as a separate item on the invoice, to the extent possible. Cisco reserves the right to increase any Service fee in the event a withholding prevents Cisco from receiving the price specified above.

8.4        Participant is free to determine its resale prices unilaterally. Participant understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Participant as a result of Participant’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Participant’s resale prices for the Services must be, or to inhibit in any way, Participant’s pricing discretion with respect to the Services.

Cisco Confidential	Page 6 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 6 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

9.0 LICENSE. WITH RESPECT TO SERVICES, THE FOLLOWING APPLIES:

9.1        Subject to the terms and conditions herein, Cisco grants to Participant a limited, revocable, non-exclusive, non-transferable license to (a) use, display, reproduce, modify, and distribute Reports provided by Cisco directly as part of a Service offered under the Program; (b) create, use, reproduce, and distribute derivative works of the Reports provided by Cisco directly as part of a Service offered under the Program; and (c) to the extent expressly permitted by a Program offering, distribute Software that Participant may receive as a result of Services (exclusive of Software purchased or offered for purchase as part of an offering under this Program) provided under the Program. The license herein is granted solely for Participant’s support of End Users during its participation in the Program. Participant may not sublicense to any persons or entity any rights to reproduce or distribute the Deliverables. Cisco also may terminate this license upon written or oral notice to Participant, with or without prior notice.

9.2        Access to and use of Tool(s) by Participant is subject to acceptance of the Cisco End User License Agreement located at www.cisco.com/go/warranty, incorporated by reference and made a part hereof. Participant agrees to return Tool(s) upon termination of the license or upon Cisco’s request that the Tool(s) be returned to Cisco.

10.0 OWNERSHIP. As between Participant and Cisco, Cisco shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Cisco as of the Effective Date and all Intellectual Property in and to the Services and Deliverables or other Intellectual Property provided or developed by Cisco or a third party on Cisco’s behalf thereafter. As between Participant and Cisco, Participant shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Participant as of the Effective Date and all Intellectual Property that is developed by Participant or by a third party on Participant’s behalf thereafter without the benefit of any of Cisco’s Intellectual Property. Third party hardware and software shall at all times be owned by the applicable third party.

11.0 WARRANTY. ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, CISCO HEREBY DISCLAIMS AND PARTICIPANT WAIVES ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR CANCELLATION OF THE APPLICABLE SERVICE ORDERED AND RETURN OF THE PORTION OF THE SERVICE FEES PAID TO CISCO BY PARTICIPANT FOR SUCH NON-CONFORMING SERVICES.

12.0 [***]

[***]

[***]

Cisco Confidential	Page 7 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 7 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[***]

13.0 ASSIGNMENT AND SUBCONTRACTING.

13.1      Without prejudice to the Assignment provision of the Agreement, Participant may not delegate, assign, or subcontract any obligation which it has to an End User to provide support services for Products under the Program incorporating any of the Services, except where;

(a) otherwise permitted in writing by Cisco or with its prior written consent; or

(b) Participant subcontracts to a company that meets the qualification criteria for participation under the Program but is acting as a subcontractor to Participant (“Services Only Partner”); or

(c) Participant subcontracts to a service provider in respect of which Participant demonstrates to Cisco’s reasonable satisfaction, such approval not to be unreasonably withheld or delayed, that the service provider provides support services of an equivalent level of quality to an Participant qualified under the Program.

13.2      In the event that the Territory includes a country within the European Economic Area (“EEA”), Participant is authorized to provide support services incorporating the Services under the Program in an EEA country (“Destination Country”) where it is not qualified to participate in the Program, provided it has either: (i) subcontracted the Services to a Services Only Partner qualified in the Destination Country as set forth above; or (ii) made other arrangements to Cisco’s reasonable satisfaction, such approval not to be unreasonably withheld or delayed, to provide support services in the Destination Country of a quality equivalent to a Services Only Partner qualified in that country.

13.3      In all permitted exceptions identified above, the Participant subcontracting the Services shall remain entirely responsible and any actions taken by the Participant or the Services Only Partner will count in the measurement of Participant’s performance metrics under the Program.

14.0 TERM AND TERMINATION.

14.1      In addition to all rights and remedies which it may have under the Agreement, Cisco may terminate or suspend its performance with respect to some or all Products covered under this Program, whether or not Products were purchased prior to or subsequent to the Effective Date, immediately upon notice if (i) Participant fails to maintain the Eligibility; (ii) Participant fails to pay for the Services when due and fails to make such payment within fifteen (15) days after notice from Cisco of such past due payment; (iii) if Participant breaches the provisions of Sections 9, 17.2, 17.3, and/or any of the material provisions of this Exhibit and fails to remedy such breach within thirty (30) days after written notification by Cisco to Participant of such breach; (iv) in the event that Cisco discontinues Software or Service for one or more Program offerings for whatever reason or (v) the Agreement terminates.

14.2      Cisco may at any time terminate the Exhibit for convenience, for any reason or no reason, by providing Participant with ninety (90) days prior written notice of termination.

14.3      This Exhibit shall terminate when the Agreement terminates.

14.4      In the event that Cisco’s obligations to Participant under this Program with respect to support of Product for which payment was made prior to the expiration of the term as set forth in this Section extend beyond the term as applicable, and provided that Participant complies with the terms of the Agreement and its obligations in this

Cisco Confidential	Page 8 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 8 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit, Cisco will provide support to Participant for the term of support specified in the purchase order issue to Cisco by Participant provided that the maximum period of support shall not exceed three (3) years from the date of such purchase order.

15.0 INDEMNIFICATION. [***]

16.0 CONTRACTING WITH U.S. FEDERAL GOVERNMENT AGENCIES. The following additional provisions or modifications will only apply when Participant contracts with U.S. Federal Government Agencies and has been granted the resale rights in Section 2 (“Scope”) of the Agreement:

16.1      The definition for Services shall read as follows:

“Services” mean the Cisco brand Services described in the corresponding Services Description, listed on the then current Price List and which are available to Participant for resale to an End User in accordance with the terms of this Exhibit. In the event Services are resold to Federal Government agencies, such Services are considered “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

16.2      Participant will not grant End User any greater rights to Cisco Brand Services than Cisco grants to Participant in the Agreement and Exhibit.

16.3      Any partial year support agreements (period of performance less than twelve (12) months) will include an additional ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

16.4      To the extent Advanced Services engagements relate to a U.S. Federal Government contract, Cisco’s Advanced Services offerings are “commercial item” as that term is defined under FAR 2.101. Cisco offers and/or provides these services upon a competitive basis and in substantial quantities in the commercial marketplace based upon established market prices for specific tasks performed under standard commercial terms and conditions.

17.0 GENERAL.

17.1      Third Party Services. Cisco reserves the right to subcontract the provision of all or part of the Services to a third party.

17.2      Disclosure of Contract Information. Participant acknowledges and agrees that in no event shall any of the information contained in this Agreement or Participant’s service contract number(s) or Cisco.com access information be disclosed to any third party. Such information shall be considered Confidential Information under the Agreement.

17.3      Service Marks. Participant will not use Cisco’s service marks in any manner except as set out in this Agreement or as mutually agreed upon in writing.

17.4      Entitlement. Participant acknowledges that Cisco has the right to verify an End User’s entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Participant has paid the applicable license and support fees to Cisco. Participant agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s).

Cisco Confidential	Page 9 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 9 of 10]

17.5      Notices.   All notices required or permitted under this Exhibit will be in writing and will be deemed given one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery), with written verification of receipt. All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph. Notwithstanding the above, notices regarding changes to the Program may also be by posting on Cisco.com or by e-mail or fax.

17.6      Survival.      Sections 9 (License), 10 (Ownership), 11 (Warranty), 12 (Limitation of Liability and Consequential Damages Waiver), 14 (Term and Termination), 15 (Indemnification), and 17 (General) survive the termination or expiration of this Exhibit.

Cisco Confidential	Page 10 of 10
[4.1.1.13] [Addendum to SIA_Presidio Networked Solutions Inc_contract 1-14-14.pdf] [Page 10 of 10]

EX-10.15

Exhibit 10.15

FORM OF

PRESIDIO, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

Article I

Purpose of the Plan

The purpose of the Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”) is (a) to further the growth and success of Presidio, Inc., a Delaware corporation (the “Company”), and its Subsidiaries (as defined below) by enabling directors and employees of and consultants to the Company or any of its Subsidiaries to acquire Shares (as defined below), thereby increasing their personal interest in such growth and success, and (b) to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries.

Article II

Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

“Adjustment Event” has the meaning set forth in Article X.

“Adoption Agreement” means an agreement between the Company and a holder of Shares or Awards, pursuant to which such holder agrees to become a party to the Securityholders Agreement.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person and/or one or more Affiliates thereof. As used in this definition and the definition of “Change in Control,” the term “control,” including the correlative terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through the ownership of securities or any partnership or other ownership interests, by contract or otherwise) of a Person. The term “Affiliate” shall not include at any time any portfolio companies of Apollo Management VIII, L.P. or its Affiliates, other than the Company and its Subsidiaries.

“Award Agreement” means any writing setting forth the terms of an Award that has been duly authorized and approved by the Board or the Committee.

“Awards” means, individually or collectively, any Option, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards granted under the Plan.

“Board” means the Board of Directors of the Company.

“Capital Stock” means any and all shares of, interests and participations in, and other equivalents (however designated) of stock, including, without limitation, all Common Stock.

“Cause” means, unless otherwise defined in a Participant’s Award Agreement, (a) any definition of “Cause” in an employment, severance, consulting, or similar agreement between the Company or any of its Subsidiaries and the applicable Participant; or (b) if no such agreement is in effect or if any such agreement in effect does not define “Cause,” a termination based upon any one of the following, as determined in good faith by the Board: (i) failure to abide by

reasonable rules and regulations governing the transaction of business of the Company as the Company may from time to time approve, (ii) persistent inattention to duties (as opposed to unsatisfactory performance of duties), (iii) the commission of acts within employment with the Company amounting to gross negligence or willful misconduct, (iv) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company, (v) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction that is adverse to the interests of the Company or to the benefits of which the Company is entitled, (vi) commission of a felony or other crime involving moral turpitude, (vii) chronic substance abuse, including abuse of alcohol, drugs, or other substances or use of illegal narcotics or substances, or possession of illegal narcotics or substances on Company premises or while performing your duties and responsibilities, or (viii) material violation of any of the terms of any agreement between the Participant and the Company, or any of its Subsidiaries; provided that the Company shall provide the Participant written notice of the Company’s determination of the existence of Cause, and, with respect to clauses (i), (ii), (iii), and (viii), the Participant shall have a reasonable period of time, not to exceed 10 days, to cure to the extent subject to cure.

“Change in Control” means (a) the acquisition by any Person (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or any Affiliate of the Company immediately prior to such acquisition) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting power of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries), or (b) consummation of an amalgamation, merger, consolidation, recapitalization, or similar business combination transaction of the Company or any direct or indirect Subsidiary thereof with any other entity (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or any Affiliate of the Company immediately prior to such transaction) or a sale or other disposition of all or substantially all of the assets of the Company to any other Person (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or an Affiliate of the Company immediately prior to such transaction), following which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the Person that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any parent or other affiliate thereof) at least 50% of the combined voting power of the securities of the Company or, if the Company is not the surviving entity, such surviving entity (or the person or entity that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any parent or other affiliate thereof, outstanding immediately after such transaction. Notwithstanding anything in the foregoing to the contrary, with respect to compensation (i) that is subject to Section 409A of the Code and (ii) for which a Change in Control would accelerate the timing of payment thereunder, the term “Change in Control” shall mean an event that is both (A) a Change in Control (as defined above) and (B) a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined in Section 409A of the Code and authoritative guidance thereunder, but only to the extent necessary to comply with Section 409A of the Code as determined by the Company.

2

“Closing Date” shall mean February 2, 2015.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means a committee appointed by the Board to administer the Plan; provided that the term “Committee” shall, for all purposes of the Plan, be deemed to refer to the Board if the Board is administering the Plan.

“Common Stock” means the common stock of the Company, par value $0.01 per share.

“Company” has the meaning set forth in Article I.

“Corporate Transaction” has the meaning set forth in Article X.

“Disability” means, with respect to a Participant, unless otherwise defined in such Participant’s Award Agreement, that the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident, disability, or health plan covering employees of the Company.

“Dividend Equivalent” has the meaning set forth in Article X.

“Effective Date” means the date the Plan is adopted by the Board.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any date, the closing price per share of the Common Stock on any national securities exchange or any national market system on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported. If the Common Stock is not then listed on any national securities exchange but is traded over-the-counter at the time determination of its Fair Market Value is required to be made, its Fair Market Value shall be deemed to be equal to the average between the reported high and low per share sales prices of Common Stock on the most recent date on which Common Stock was publicly traded. If the Common Stock is not publicly traded at the time a determination of its Fair Market Value is made, the Board shall reasonably determine its Fair Market Value in good faith as it deems appropriate (such determination shall be made in the manner that satisfies Section 409A of the Code and in good faith, and may be based on the advice of an independent investment banker or appraiser recognized to be an expert in making such valuations).

“Initial Public Offering” means the initial underwritten public offering of the Common Stock that occurred on [●], 2017.

“Investor” means, collectively, Apollo Management VIII, L.P., a Delaware limited partnership, and each of its Affiliates (including AP VIII Presidio Holdings, L.P., a Delaware limited partnership, but excluding the Company and its Subsidiaries) and any other investment fund or vehicle managed by Apollo Management VIII, L.P. or any of its Affiliates (including any successors or assigns of any such manager).

3

“Investor Investment” means direct or indirect investments in Shares or other Capital Stock of the Company made by the Investor on or after the Closing Date, but excluding any purchases or repurchases of Shares on any securities exchange or any national market system after the Initial Public Offering.

“MOIC” means the return to the Investor on the Investor Investment of a multiple of the Investor Investment at any date for determination thereof (which, for the avoidance of doubt, may include the date of any extraordinary dividend paid by the Company to its stockholders, any sale or other disposition of Shares made by the Investor for which consideration is paid to the Investor, or any other Corporate Transaction), the amount of which shall be determined by dividing (a) the aggregate amount of cash and the fair market value of any securities that are traded on any securities exchange or national market system, received, on a cumulative basis, by the Investor as a return on the Investor Investment that has been distributed to investors in investment funds managed by AP VIII Presidio Holdings, L.P. or any of its Affiliates that were distributed to the Investor in respect of all Investor Investments, assuming all Investor Investments were purchased by one Person and were held continuously by such Person, on or prior to the date of such determination (excluding, in each case, any amounts payable in respect of an Investor Investment that are not directly attributable to an Investor Investment (such exclusions to include, without limitation, closing fees, investment banking fees, or similar fees, and management fees and other payments pursuant to a management agreement and expense reimbursement (including, but not limited to, any indemnification payments)) by (ii) the aggregate amount invested by the Investor for all Investor Investments.

“Notice” has the meaning set forth in Section 5.7.

“Nonqualified Stock Option” means an Option that is not designated as an “incentive stock option” within the meaning of Section 422 of the Code.

“Option” means a stock option to purchase a Share granted under Article V.

“Option Price” has the meaning set forth in Section 5.4.

“Option Shares” has the meaning set forth in Section 5.7(b).

“Other Stock-Based Awards” means awards settleable in, or based upon, Common Stock other than Options, Restricted Stock, and Restricted Stock Units.

“Participant” has the meaning set forth in Article IV.

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization, and a governmental entity or any department, agency, or political subdivision thereof.

4

“Plan” has the meaning set forth in Article I.

“Purchase Price” has the meaning set forth in Section 6.2.

“Qualified Public Offering” has the meaning set forth in the Securityholders Agreement.

“Registration Statement” means a registration statement filed by the Company with the SEC.

“Reserved Shares” means, at any time, an aggregate of 5,162,442 Shares, as the same may be adjusted at or prior to such time in accordance with Article X.

“Restricted Stock” means Shares that are subject to certain specified restrictions granted under Article VII.

“Restricted Stock Unit” means an unfunded and unsecured promise to deliver Shares, cash, other securities, or other property that is subject to certain restrictions, granted under Article VIII.

“Restriction Period” means the period of time determined by the Committee during which an Award is subject to restrictions.

“Rollover Options” means Options issued in exchange for options to purchase the common stock, par value $0.01, of Presidio Holdings Inc., a Delaware corporation, on the Closing Date.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securityholders Agreement” means the Securityholders Agreement, by and among the Company and certain of its securityholders, dated as of February 2, 2015, as amended and restated on [●], 2017, as it may be amended, supplemented, restated, or otherwise modified from time to time.

“Service” means service as an employee or director of, or consultant to, the Company or any of its Subsidiaries. Unless otherwise provided in an Award Agreement, a Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be an employee or director of, or consultant to, the Company or any of its Subsidiaries.

“Shares” means shares of Common Stock.

“Stock Award” means an Award of the right to purchase Shares under Article VI of the Plan.

5

“Subsidiary” means any corporation or other entity of which the Company owns securities or interests having a majority, directly or indirectly, of the ordinary voting power in electing the board of directors, managers, general partners, or similar governing Persons thereof.

“Termination Date” means the tenth anniversary of the Effective Date.

“Termination of Service” means termination of the Participant’s Service with the Company and its Subsidiaries for any reason, including, as a result of such Subsidiary no longer being a Subsidiary of the Company because of a sale, divestiture, or other disposition of such Subsidiary by the Company (whether such disposition is effected by the Company or another Subsidiary thereof). Notwithstanding the foregoing, (i) a Termination of Service shall not be deemed to have occurred if a Participant remains an employee, consultant, or director of the Company or any Subsidiary; and (ii) with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, “Termination of Service” shall mean a “separation from service” as defined under Section 409A of the Code.

“Vested Options” means Options that have vested in accordance with the applicable Award Agreement.

Article III

Administration of the Plan; Shares Subject to the Plan

3.1 Committee.

The Plan shall be administered by the Board or the Committee.

3.2 Procedures.

The Committee shall adopt such rules and regulations as it shall deem appropriate concerning the holding of meetings and the administration of the Plan. The entire Committee shall constitute a quorum and the actions of the entire Committee present at a meeting, or actions approved in writing by the entire Committee, shall be the actions of the Committee.

3.3 Interpretation; Powers of Committee.

Except as may otherwise be expressly reserved to the Board as provided herein, and with respect to any Award, except as may otherwise be provided in the Award Agreement evidencing such Award or an employment or consulting agreement between the Participant and the Company, the Committee shall have all powers with respect to the administration of the Plan, including the authority to:

(a) determine eligibility and the particular Persons who shall receive Awards;

(b) grant Awards to eligible Persons, determine the price and number of securities to be offered or awarded to any of such Persons, determine the other specific terms and conditions of Awards consistent with the express limits of the Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest and the respective consequences thereof (or determine that no delayed exercisability or vesting is required), and establish the events of termination or reversion of such Awards;

6

(c) approve the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;

(d) construe and interpret the provisions of the Plan and any Award Agreement or other agreement defining the rights and obligations of the Company and Participants under the Plan, make factual determinations with respect to the administration of the Plan, further define the terms used in the Plan, and prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

(e) cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards held by Participants, subject to any required consent under Article XIII;

(f) accelerate or extend the exercisability or extend the term of any or all outstanding Awards, subject to any consent required under Article XIII; and

(g) make all other determinations and take such other action as contemplated by the Plan or as may be necessary or advisable for the administration of the Plan and the effectuation of its purposes.

All decisions of the Board or the Committee, as the case may be, shall be reasonable and made in good faith and shall be final, binding, and conclusive on all Participants in the Plan.

3.4 Compliance with Section 162(m) of the Code.

The Company may establish a committee of outside directors meeting the requirements of Section 162(m)(2) of the Code to (a) approve Awards that might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes by the Company pursuant to Section 162(m) of the Code, and (b) administer the Plan. In such event, the powers reserved to the Committee in the Plan shall be exercised by such committee. In addition, Awards under the Plan may be granted upon satisfaction of the conditions to such grants provided pursuant to Section 162(m) of the Code and any Treasury Regulations promulgated thereunder.

3.5 Number of Shares.

Subject to the provisions of Article X (relating to adjustments upon changes in capital structure and other corporate transactions), the aggregate number of Shares with respect to which Awards may be granted under the Plan shall not exceed the Reserved Shares. Shares that are subject to or underlie Options granted under the Plan (other than Rollover Options) that expire or for any reason are cancelled or terminated without having been exercised (or Shares subject to or underlying the unexercised portion of any Options, in the case of Options that were partially exercised at the time of their expiration, cancellation, or termination), as well as Shares that are subject to Stock Awards made under the Plan that are not actually purchased pursuant to such Stock Awards and Shares that are subject to Restricted Stock or Restricted Stock Units that are forfeited, shall again, except to the extent prohibited by law or applicable listing or regulatory requirements, be available for subsequent Award grants under the Plan.

7

3.6 Reservation of Shares.

The number of Shares reserved for issuance with respect to Awards granted under the Plan shall at no time be less than the maximum number of Shares which may be issued or delivered at any time pursuant to outstanding Awards.

Article IV

Eligibility

Awards may be granted under the Plan only to Persons who are employees or directors of, or consultants to, the Company or any of its Subsidiaries on the date of the grant. Each such Person to whom an Award is granted under the Plan is referred to herein as a “Participant.”

Article V

Stock Options

5.1 General.

Options may be granted under the Plan at any time and from time to time on or prior to the Termination Date. Options may be awarded either alone or in addition to other Awards granted under the Plan. Each Option granted under the Plan shall be designated as a Nonqualified Stock Option and shall be subject to the terms and conditions applicable to Nonqualified Stock Options set forth in the Plan. Each Option shall be evidenced by an Award Agreement incorporating the terms and provisions of the Plan that shall be executed by the Company and the Participant. The Award Agreement shall specify the number of Shares for which such Option shall be exercisable, the option price as determined in accordance with Section 5.4 (the “Option Price”) for such Shares and the other terms and conditions of the Option.

5.2 Vesting.

The Committee, in its sole discretion, shall determine and set forth in the Award Agreement whether and to what extent any Options are subject to vesting based upon the Participant’s continued Service to, or the Participant’s performance of duties for, the Company and its Subsidiaries, or upon any other basis.

5.3 Date of Grant.

The date of grant shall be the date on which the granting of an Award is authorized by the Committee, or such other date as may be specified in such authorization or the applicable Award Agreement.

8

5.4 Option Price.

The Option Price shall be determined by the Committee and set forth in the Award Agreement. In no event, however, may the Committee determine an Option Price that is less than the Fair Market Value of a Share on the date of grant.

5.5 Automatic Termination of Options.

Each Option granted under the Plan, to the extent not previously exercised, shall automatically terminate and shall become null and void and be of no further force or effect upon such date or dates as are set forth in the applicable Award Agreement, consistent with the terms of the Plan.

5.6 Payment of Option Price.

The aggregate Option Price shall be paid in cash (by wire transfer of immediately available funds to a bank account of the Company designated by the Committee or by delivery of a personal or certified check payable to the Company); provided that the Committee may, in its sole discretion, specify one or more of the following other forms of payment that may be used by a Participant (but only to the extent permitted by applicable law) upon exercise of the Participant’s Option:

(a) by surrender of Shares (by delivery of such Shares or by attestation) with a Fair Market Value equal to the Option Price that were obtained by the Participant in the public market (but, subject in any case, to the applicable limitations of Rule 16b-3 under the Exchange Act);

(b) to the extent permitted by applicable law, if the Common Stock is a class of securities then listed or admitted to trading on any national securities exchange or traded on any national market system, in compliance with any cashless exercise program authorized by the Board or the Committee for use in connection with the Plan at the time of such exercise (but, subject in any case, to the applicable limitations of Rule 16b-3 under the Exchange Act);

(c) a combination of the methods set forth in this Section 5.6; or

(d) by such other means as are permitted by the Committee in its sole discretion or as set forth in the applicable Award Agreement.

5.7 Notice of Exercise.

A Participant (or other Person, as provided in Section 11.2) may exercise an Option (for the Shares represented thereby) granted under the Plan in whole or in part (but for the purchase of whole Shares only), as provided in the Award Agreement evidencing such Participant’s Option, by delivering a written notice (the “Notice”) to the Secretary of the Company. The Notice shall state:

(a) that the Participant elects to exercise the Option;

9

(b) the number of Shares with respect to which the Option is being exercised (the “Option Shares”);

(c) the method of payment for the Option Shares (which method must be available to the Participant under the terms of the Participant’s Award Agreement);

(d) the date upon which the Participant desires to consummate the purchase of the Option Shares (which date must be prior to the termination of such Option); and

(e) any additional provisions consistent with the Plan as the Committee may from time to time require.

The exercise date of an Option shall be the date on which the Company receives the Notice from the Participant. Such Notice shall also contain, to the extent such Participant is not then a party to the Securityholders Agreement (and the Securityholders Agreement has not been terminated prior to such date), an Adoption Agreement, in form and substance satisfactory to the Board pursuant to which the Participant agrees to become a party to the Securityholders Agreement.

5.8 Issuance of Option Shares.

The Company shall issue the Option Shares purchased upon exercise of an Option as soon as practicable after receipt of the Notice and payment of the aggregate Option Price for such Option Shares; provided that the Company, in its sole discretion, may elect to not issue any fractional Shares upon the exercise of an Option (determining the fractional Shares after aggregating all Shares issuable to a single holder as a result of an exercise of an Option for more than one Share) and, in lieu of issuing such fractional Shares, shall pay the Participant the Fair Market Value thereof as determined by the Board in good faith. Option Shares shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Option Shares shall be registered in the name of such Participant (or other Person exercising the applicable Option in accordance with the provisions of Section 11.2). Neither the Participant nor any Person exercising an Option in accordance with the provisions of Section 11.2 shall have any privileges as a stockholder of the Company with respect to any Option Shares issuable upon exercise of an Option granted under the Plan until the date of issuance of the Option Shares pursuant to this Section 5.8.

Article VI

Stock Awards

6.1 General.

Stock Awards may be granted under the Plan at any time and from time to time on or prior to the Termination Date. Stock Awards may be awarded either alone or in addition to other Awards granted under the Plan. Each Stock Award shall be evidenced by an Award Agreement that shall be executed by the Company and the Participant. The Award Agreement shall specify the terms and conditions of the Stock Award, including, without limitation, the number of Shares covered by the Stock Award, the Purchase Price, if any, for such Shares, and the deadline for the purchase of such Shares.

10

6.2 Purchase Price; Payment.

The price (the “Purchase Price”), if any, at which each Share covered by the Stock Award may be purchased upon exercise of a Stock Award shall be determined by the Committee and set forth in the applicable Award Agreement. The Company shall not be obligated to issue the Shares purchased under this Article VI unless and until it receives full payment of the aggregate Purchase Price therefor and all other conditions to the purchase, as reasonably determined by the Committee, have been satisfied. The Purchase Price of any shares subject to a Stock Award must be paid in full at the time of the purchase.

Article VII

Restricted Stock

7.1 General.

Shares of Restricted Stock may be granted under the Plan at any time and from time to time on or prior to the Termination Date. Shares of Restricted Stock may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom and the time or times at which grants of Restricted Stock shall be awarded, the number of Shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, in addition to those contained in Section 7.3. The Committee may, prior to grant, condition the vesting of Restricted Stock upon the Participant’s continued Service to, or the Participant’s performance of duties for, the Company and its Subsidiaries, or upon any other basis.

7.2 Awards and Certificates.

Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of such Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award. The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

7.3 Terms and Conditions.

Shares of Restricted Stock shall be subject to the following terms and conditions:

(a) Subject to the provisions of the Plan and the Award Agreement referred to in Section 7.3(d), during the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of restrictions based upon period of Service in installments or otherwise and may accelerate or waive, in whole or in part, restrictions based upon period of Service.

11

(b) Except as provided in Section 7.3(a) and this Section 7.3(b), and unless otherwise provided in the applicable Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Shares that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends. As determined by the Committee in the applicable Award Agreement, cash dividends on the class or series of Shares of Restricted Stock shall be either (i) held subject to the vesting of the underlying Restricted Stock, (ii) distributed in full or in part without regard to the vested status of the underlying Restricted Stock, or (iii) reinvested in additional Shares of Restricted Stock subject to the same vesting conditions and restrictions applicable to the underlying Restricted Stock. Notwithstanding the foregoing, extraordinary dividends shall be subject to Article X.

(c) If and when any applicable Restriction Period expires without a prior forfeiture of the Restricted Stock, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates, if any; provided that the Committee, in its sole discretion, may account for such Shares through book-entry or other electronic means rather than the issuance of stock certificates.

(d) Each Award of Restricted Stock shall be confirmed by, and be subject to, the terms of an Award Agreement.

Article VIII

Restricted Stock Units

8.1 General.

Restricted Stock Units are Awards denominated in Shares that shall be settled, subject to the terms and conditions of the Restricted Stock Units, either by delivery of Shares to the Participant or by the payment of cash based upon the Fair Market Value of a specified number of Shares. Restricted Stock Units may be awarded either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Participants to whom and the time or times at which grants of Restricted Stock Units shall be awarded, the number of Shares to be awarded to any Participant, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, in addition to those contained in Section 8.2.

8.2 Terms and Conditions.

The Committee may, in connection with the grant of Restricted Stock Units, condition the vesting thereof upon the Participant’s continued Service, or the Participant’s performance of duties for, the Company and its Subsidiaries, or upon any other basis. Each Award of Restricted Stock Units shall be confirmed by, and be subject to, the terms of an Award Agreement. The applicable Award Agreement shall specify the consequences for the Restricted Stock Units of the Participant’s Termination of Service. An Award of Restricted Stock Units shall be settled as and

12

when the Restricted Stock Units vest or at a later time specified by the Committee or in accordance with an election of the Participant, if the Committee so permits. Restricted Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered until they are settled, except to the extent provided in the applicable Award Agreement in the event of the Participant’s death. The Award Agreement for Restricted Stock Units shall specify whether, to what extent, and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Common Stock, or other property corresponding to dividends payable on the Common Stock (subject to Section 21.3).

Article IX

Other Stock-Based Awards

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including, without limitation, dividend equivalents and convertible debentures, may be granted under the Plan.

Article X

Adjustments

10.1 Adjustments.

In the event of an extraordinary stock dividend, stock split, reverse stock split, share combination, or recapitalization or similar event affecting the capital structure of the Company, an extraordinary cash dividend, separation, spinoff, or a reorganization (each, an “Adjustment Event”), the Committee or the Board shall make such equitable adjustments, if any, as it deems appropriate and equitable to reflect such change with respect to the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, the number and kind of Shares or other securities subject to outstanding Awards, performance metrics and targets underlying outstanding Awards, and the Option Price of outstanding Options. Notwithstanding the foregoing, in the event of an Adjustment Event that is an extraordinary cash dividend by the Company to its stockholders, the Option Price of any outstanding Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws; and, if such reduction cannot be fully effected due to such tax laws, then the Company shall pay to such Participant a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not eligible to be applied to reduce the Option Price of the applicable Option (any such amount, a “Dividend Equivalent”) as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share (and if such unvested Option is forfeited, any rights to any corresponding Dividend Equivalent shall also be forfeited).

10.2 Corporation Transaction.

In the event of a merger, consolidation, acquisition of property or securities, stock rights offering, liquidation, disaffiliation (e.g., a spin-off or sale of all or substantially all of the assets of the Company), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such

13

substitutions or adjustments as it deems appropriate and equitable to the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, the number and kind of Shares or other securities subject to outstanding Awards, performance metrics and targets underlying outstanding Awards, and the Option Price of outstanding Options. In the case of Corporate Transactions, such adjustments may include, without limitation, the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the Option Price of such Option shall conclusively be deemed valid), and/or the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards. Any adjustments referred to in this Article X shall be made by the Committee or the Board in its discretion and shall, absent manifest error, be final, conclusive, and binding on all Persons holding any Awards granted under the Plan.

Article XI

Restrictions on Awards

11.1 Compliance With Securities Laws.

No Awards shall be granted under the Plan, and no Shares shall be issued and delivered pursuant to Awards granted under the Plan, unless and until the Company and/or the Participant shall have complied with all applicable federal, state, or foreign registration, listing, and/or qualification requirements and all other requirements of law or of any regulatory agencies having jurisdiction. The Committee in its discretion may, as a condition to the delivery of any Shares pursuant to any Award granted under the Plan, require the applicable Participant to (a) represent in writing that the Shares received pursuant to such Award are being acquired for investment and not with a view to distribution and (b) make such other representations and warranties as are deemed reasonably appropriate by the Committee. Stock certificates, if any, representing Shares acquired under the Plan that have not been registered under the Securities Act shall, if required by the Committee, bear such legends as may be required by the Securityholders Agreement or the applicable Award Agreement.

11.2 Nonassignability of Awards.

No Award granted under the Plan shall be assignable or otherwise transferable by the Participant, except by designation of a beneficiary, by will, or by the laws of descent and distribution. An Option may be exercised during the lifetime of the Participant only by the Participant, unless the Participant becomes subject to a Disability. If a Participant dies or becomes subject to a Disability, the Participant’s Options shall thereafter be exercisable, during the period specified in the applicable Award Agreement (as the case may be), by the Participant’s designated beneficiary or if no beneficiary has been designated in writing, by the Participant’s executors or administrators to the full extent (but only to such extent) to which such

14

Options were exercisable by the Participant at the time of (and after giving effect to any vesting that may occur in connection with) the Participant’s death or Disability. Before granting any Awards or issuing any Shares under the Plan to any Person who is not already a party to the Securityholders Agreement, the Company shall obtain an executed Adoption Agreement from such Person, in form and substance satisfactory to the Board, unless a Qualified Public Offering shall have already occurred prior to such grant or issuance.

11.3 No Right to an Award or Grant; Unfunded Plan.

Neither the adoption of the Plan nor any action of the Board or the Committee shall be deemed to give any Person any right to be granted an Option to purchase Common Stock or receive an Award under the Plan, except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth in the Award Agreement. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of any Award.

11.4 No Evidence of Service.

Nothing contained in the Plan or in any Award Agreement shall confer upon any Participant any right with respect to the continuation of the Participant’s Service with the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any such Subsidiary, in its sole discretion (subject to the terms of any separate agreement to the contrary), at any time to terminate such Service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.

11.5 No Restriction of Corporate Action.

Nothing contained in the Plan or in any Award Agreement shall be construed to prevent the Company or any Subsidiary or Affiliate of the Company from taking any corporate action that is deemed by the Company or by its Subsidiaries and Affiliates to be appropriate or in its best interest, whether such action would have an adverse effect on the Plan or any Award made under the Plan. No Participant or beneficiary of a Participant shall have any claim against the Company or any Affiliate as a result of any corporate action.

Article XII

Term of the Plan

The Plan shall become effective on the Effective Date and shall terminate on the Termination Date. No Awards may be granted after the consummation of the Initial Public Offering. Any Award outstanding as of the consummation of the Initial Public Offering or Termination Date shall remain in effect and the terms of the Plan shall apply until such Award terminates as provided in the Plan or the applicable Award Agreement.

15

Article XIII

Amendment of the Plan

The Plan may be modified or amended in any respect, and at any time or from time to time, by the Board or by the Committee with the prior approval of the Board. Notwithstanding the foregoing, the Plan may not be modified or amended as it pertains to any existing Award Agreement without the consent of an applicable Participant where such modification or amendment would materially impair the rights of such Participant. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or regulation or the listing standards of the securities exchange, which is, at the applicable time, the principal market for the Common Stock.

Article XIV

Captions

The use of captions in the Plan is for convenience. The captions are not intended to provide substantive rights.

Article XV

Withholding Taxes

Upon any exercise, payment, or settlement of any Award, the Company shall have the right at its option and in its sole discretion to (a) require the Participant to pay or provide for payment of the amount of any taxes that the Company or any Subsidiary may be required to withhold with respect to such exercise or payment, (b) deduct from any amount payable to the Participant in cash or securities in respect of the Award the amount of any taxes that the Company may be required to withhold with respect to such exercise or payment, (c) reduce the number of Shares to be delivered to the Participant in connection with such exercise or payment by the appropriate number of Shares, valued at their then–Fair Market Value, to satisfy the minimum withholding obligation, or (d) set forth other methods in an applicable Award Agreement. In no event shall the value of Shares withheld under clause (c) above exceed the minimum amount of required withholding under applicable law.

Article XVI

Section 83(b) Election

To the extent permitted by the Board or Committee, each Participant of a Stock Award or Restricted Stock may, but is not obligated to, make an election under Section 83(b) of the Code to be taxed currently with respect to such Award issued under the Plan. The election permitted under this Article XVI shall comply in all respects with and shall be made within the period of time prescribed under Section 83(b) of the Code. Each Participant shall prepare such forms as are required to make an election under Section 83(b) of the Code. The Company shall have no liability to any Participant who fails to make a permitted Section 83(b) election in a timely manner.

16

Article XVII

Section 409A of the Code

The Company intends that all Awards be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and all regulations, guidance, compliance programs and other interpretive authority thereunder. If any distribution or settlement of an Award pursuant to the terms of the Plan or an Award Agreement would subject a Participant to tax under Section 409A of the Code, the Company may modify the Plan or applicable Award Agreement in the least restrictive manner necessary in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code, and/or any rules, regulations, or other regulatory guidance issued under such statutory provisions and, in each case, without any material diminution in the value of the payments to an affected Participant. Any settlement of Awards subject to Section 409A of the Code in connection with a Change in Control shall be effectuated in a manner that complies with the requirements of Section 409A of the Code.

Article XVIII

Section 16 of the Exchange Act

It is intended that the Plan and any Award made to a Participant subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. Accordingly, unless otherwise provided by the Committee, if any provisions of the Plan or any Award would disqualify the Plan or the Award, or would otherwise not comply with Rule 16b-3, such provision or Award shall be construed or deemed amended to conform to Rule 16b-3.

Article XIX

Other Provisions

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

Article XX

Number and Gender

With respect to words used in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, and vice versa, as the context requires.

Article XXI

Miscellaneous

21.1 Subsidiary Employees.

In the case of a grant of an Award to an employee, director or consultant of any Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares , if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary shall transfer the Shares to the employee, director or consultant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or cancelled shall revert to the Company.

17

21.2 Foreign Employees and Foreign Law Considerations.

The Committee may grant Awards to Participants who are foreign nationals, who are located outside the United States, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan. In furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.

21.3 Limitation on Dividend Reinvestment and Dividend Equivalents.

Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3.5 for such reinvestment (taking into account then-outstanding Options and other Awards).

Article XXII

Governing Law

All questions concerning the construction, interpretation, and validity of the Plan, any Award Agreements, and any other instruments evidencing the Awards granted hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of the Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

*      *      *      *

As adopted by the Board of Directors of Presidio, Inc. on [●], 2017.

18

EX-10.16

Exhibit 10.16

FORM OF

ROLLOVER OPTION AGREEMENT

THIS ROLLOVER OPTION AGREEMENT (this “Agreement”), made as of February 2, 2015 (the “Date of Grant”), by and between Presidio, Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on the signature page hereto (the “Participant”). Capitalized terms used herein without definition have the meaning ascribed to such terms in the Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of November 26, 2014 (the “Merger Agreement”), by and among the Company, Aegis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Presidio Holdings Inc., a Delaware corporation (“Presidio”), and AS Presidio Holdings LLC, a Delaware limited liability company, solely in its capacity as representative for the Securityholders (as defined in the Merger Agreement), pursuant to which, at the Closing (as defined in the Merger Agreement), which occurred on February 2, 2015, Merger Sub merged with and into Presidio, with Presidio surviving as a subsidiary of the Company (the “Merger”); and

WHEREAS, in connection with the Merger, the Company has agreed to permit the Participant, and the Participant desires, immediately prior to the Effective Time (as defined in the Merger Agreement), to exchange certain options to purchase the common stock, par value $0.01 per share, of Presidio, as set forth on the signature page hereto (the “Exchanged Options”), for options to purchase Shares.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the parties hereto agree as follows:

1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the right and option (the right to purchase any one Share hereunder being a “Rollover Option”) to purchase from the Company, Shares at a price per Share (the “Option Price”) and in the amount set forth on Schedule A attached hereto (the “Option Shares”). The Options granted hereunder shall expire upon the completion of the term of the applicable Exchanged Options on the Expiration Date as set forth on Schedule A attached hereto (the “Option Term”), unless earlier terminated in accordance with the terms of this Agreement.

2. Vesting. The Rollover Options are fully vested, subject only to forfeiture upon a Participant’s Termination of Service for Cause.

3. Post-Termination Exercisability.

(a) For Cause. Upon the Participant’s Termination of Service for Cause, all Rollover Options shall immediately terminate, including vested Rollover Options.

(b) Vested and Exercisable. Any Rollover Options that are outstanding and exercisable at the time of the Participant’s Termination of Service (other than a Termination of Service for Cause) shall remain exercisable during the following post-termination periods:

(i) Death or Disability: Earlier of (A) 12 months following such termination and (B) the expiration of the Option Term.

(ii) All Other Terminations: Earlier of (A) 90 days following such termination and (B) the expiration of the Option Term.

4. Method of Exercising Option.

(a) Payment of Option Price. Rollover Options may be exercised, in whole or in part, by giving Notice to the Company. Such Notice shall be accompanied by the payment in full of the aggregate Option Price. Such payment shall be made: (i) in cash or by check, bank draft, or money order payable to the order of the Company, (ii) to the extent permitted by the Committee in its sole discretion, through a cashless exercise whereby the Company reduces the number of Shares issuable upon exercise with a value equal to the aggregate Option Price and withholding obligation, (iii) solely to the extent permitted by applicable law, if the Common Stock is then traded on an established securities exchange or system in the United States, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the aggregate Option Price, or (iv) on such other terms and conditions as the Committee may permit, in its sole discretion.

(b) Tax Withholding. At the time of exercise, the Participant shall pay to the Company such amount as the Company deems necessary to satisfy its obligation, if any, to withhold federal, state, or local income or other taxes incurred by reason of the exercise of the Rollover Options granted hereunder. Such payment shall be made: (i) in cash, (ii) to the extent permitted by the Committee in its sole discretion, by having the Company withhold from the delivery of Shares for which the Option was exercised that number of Shares having a Fair Market Value equal to the minimum withholding obligation, (iii) by delivering Shares owned by the holder of the Rollover Option that meet such requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to satisfy a withholding obligation of the Participant, or (iv) to the extent permitted by the Committee in its sole discretion, by a combination of any such methods. For purposes hereof, Shares shall be valued at Fair Market Value.

5. Issuance of Shares. Except as otherwise provided in the Plan, as promptly as practical after receipt of such written notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Participant the number of Option Shares with respect to which Rollover Options have been so exercised (less Shares withheld for payment of the Option Price and/or in satisfaction of tax withholding obligations, if any), and shall deliver to the Participant Shares (in certificated, book-entry, or such other manner determined by the Committee), registered in the Participant’s name.

6. Securityholders Agreement. Notwithstanding anything herein to the contrary, in no event shall Shares be delivered upon exercise of the Rollover Options unless and until the Participant executes an Adoption Agreement pursuant to which the Participant shall become bound by the terms and conditions set forth in the Securityholders Agreement, including those terms and conditions applicable to Management Holders (as defined therein), which in all events shall be within 30 days following exercise of the Rollover Options.

2

7. Non-Transferability. Except as otherwise permitted in accordance with Section 11.2 of the Plan, the Rollover Options are not transferable by the Participant other than to a designated beneficiary upon death or by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by him or her (or his or her legal representative in the event of incapacity). No assignment or transfer of the Rollover Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Rollover Options shall terminate and become of no further effect.

8. Rights as Stockholder. The Participant or a transferee of the Rollover Options shall have no rights as stockholder with respect to any Option Shares until he or she shall have become the holder of record of such Shares, and no adjustment shall be made for dividends or distributions or other rights in respect of such Option Shares for which the date on which stockholders of record are determined, for purposes of paying dividends on Shares, is prior to the date upon which he or she shall become the holder of record thereof.

9. Compliance with Law. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she shall not exercise the Rollover Options, and that the Company shall not be obligated to issue or transfer any Shares to the Participant hereunder, if the exercise hereof or the issuance or transfer of such Shares shall constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding, and conclusive.

10. Notice. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as set forth herein; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to him or her at his or her address as recorded in the records of the Company.

11. Binding Effect. Subject to Section 7 of this Agreement, this Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.

12. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

13. Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control.

14. Modification of Rights. The rights of the Participant are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Rollover Options granted hereby). Notwithstanding the foregoing, the Participant’s rights under this Agreement and the Plan may not be materially impaired without the Participant’s prior written consent.

3

15. Restrictive Covenants. The exercise of Rollover Options pursuant to this Agreement shall be subject to the Participant’s continued compliance with the restrictive covenants in Section 10 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement between the Participant and the Company (or one of its Affiliates).

16. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final, binding, and conclusive on the Company and the Participant.

17. No Right to Continued Service. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Participant’s Service.

18. Entire Agreement. This Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, rep-resentations, and agreements with respect thereto.

19. Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

20. Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

21. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

PRESIDIO, INC.
By:
	Name:
	Title:
PARTICIPANT
[Participant]

[Signature Page to [Participant] Rollover Option Agreement]

SCHEDULE A

	Number of Rollover              Options1	Option             Price	Expiration             Date
Rollover Options	[●]	$[●]	[●]
	[●]	$[●]	[●]
	[●]	$[●]	[●]

¹  Number of Rollover Options after giving effect to the stock split that occurred contemporaneously with the Merger.

A-1

EX-10.17

Exhibit 10.17

FORM OF

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”), made as of this [Date] (the “Date of Grant”), by and between Presidio, Inc., a Delaware corporation (the “Company”), and the grantee whose name appears on the signature page hereto (the “Participant”). Capitalized terms used herein without definition have the meaning ascribed to such terms in the Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”).

WHEREAS, pursuant to the Plan, the Company desires to afford the Participant the opportunity to acquire ownership of Shares, so that the Participant may have a direct interest in the Company’s success.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

1. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the right and option (the right to purchase any one Share hereunder being an “Option”) to purchase from the Company, Shares pursuant to the Tranche A Options (“Tranche A Options”), Tranche B Options (“Tranche B Options”), and Tranche C Options (“Tranche C Options”) at a price per share (the “Option Price”) and in the amounts set forth on the signature page hereto (the “Option Shares”). The Options granted hereunder shall expire 10 years following the Date of Grant (the “Option Term”) unless earlier terminated in accordance with the terms of this Agreement.

2. Vesting and Exercisability.

(a) General. Subject to the terms and conditions set forth herein and in the Plan, the Options granted to the Participant shall become vested and exercisable as follows: (i) Tranche A Options shall vest and become exercisable in equal installments on each of the first five anniversaries of the Date of Grant, (ii) Tranche B Options shall vest and become exercisable at such time or times as the MOIC equals or exceeds [    ], (iii) at such time or times as the MOIC is greater than [    ] and less than [    ], a number of the Tranche C Options shall vest and become exercisable in an amount equal to (A) the product of (I) the total number of Tranche C Options set forth on the signature page hereto multiplied by (II) a fraction (not to exceed one), the numerator of which is (1) the lesser of [    ] and the MOIC at such time, less (2) [    ], and the denominator of which is [    ], less (B) any Tranche C Options that have previously become vested and exercisable, and (iv) any unvested Tranche C Options shall become vested and exercisable at such time as the MOIC equals or exceeds [    ]; provided, in each case, that the Participant is in Service on the date that the applicable MOIC specified herein is achieved.

(b) Change in Control. In the event of a Change in Control, any Tranche A Options that have not previously vested shall become fully vested and exercisable at the time of such Change in Control; provided that the Participant is in Service at the time of the Change in Control. Any Tranche B Options and Tranche C Options that have not vested prior to, or become vested at the time of, a Change in Control shall, unless otherwise cancelled for consideration as of the time of the Change in Control pursuant to Section 10.2 of the Plan, be converted into time-vesting

Options that vest, in equal annual installments on each anniversary of the Change in Control occurring during the remainder of the Option Term, subject to the Participant’s continued Service through each such applicable vesting date, and subject also to earlier vesting in accordance with the continued application of Section 2(a).

(c) Initial Public Offering. In the event of an Initial Public Offering, all Options shall remain outstanding and continue to vest in accordance with their original vesting terms as set forth in Section 2(a) or Section 2(b) of this Agreement, as applicable.

3. Post-Termination Exercisability.

(a) Any Termination. Unvested Options shall be cancelled for no consideration upon a Termination of Service for any reason.

(b) For Cause. Upon a Termination of Service for Cause, all Options shall immediately terminate, including Vested Options.

(c) Vested and Exercisable. To the extent that the Options were vested and exercisable at the time of the Participant’s Termination of Service (including those that vest as a result of such termination), the Options shall remain exercisable during the following post-termination periods:

(i) Death or Disability: Earlier of (A) one year following such termination and (B) the expiration of the Option Term.

(ii) All Other Terminations: Earlier of (A) 90 days following such termination and (B) the expiration of the Option Term.

4. Method of Exercising Option.

(a) Payment of Option Price. Options, to the extent vested, may be exercised, in whole or in part, by giving Notice to the Company. Such Notice shall be accompanied by the payment in full of the aggregate Option Price. Such payment shall be made: (i) in cash or by check, bank draft, or money order payable to the order of the Company, (ii) to the extent permitted by the Committee in its sole discretion, through a cashless exercise whereby the Company reduces the number of Shares issuable upon exercise with a value equal to the aggregate Option Price and withholding obligation, (iii) solely to the extent permitted by applicable law, if the Common Stock is then traded on an established securities exchange or system in the United States, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the aggregate Option Price, or (iv) on such other terms and conditions as the Committee may permit, in its sole discretion.

(b) Tax Withholding. At the time of exercise, the Participant shall pay to the Company such amount as the Company deems necessary to satisfy its obligation, if any, to withhold federal, state, or local income or other taxes incurred by reason of the exercise of Options granted hereunder. Such payment shall be made: (i) in cash, (ii) to the extent permitted by the Committee in its sole discretion, by having the Company withhold from the delivery of Shares for which the Option was exercised that number of Shares having a Fair Market Value equal to

-2-

the minimum withholding obligation, (iii) by delivering Shares owned by the holder of the Option that meet such requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to satisfy a withholding obligation of the Participant, or (iv) to the extent permitted by the Committee in its sole discretion, by a combination of any such methods. For purposes hereof, Shares shall be valued at Fair Market Value.

5. Issuance of Shares. Except as otherwise provided in the Plan, as promptly as practical after receipt of such written notification of exercise and full payment of the Option Price and any required income tax withholding, the Company shall issue or transfer to the Participant the number of Option Shares with respect to which Options have been so exercised (less Shares withheld for payment of the Option Price and/or in satisfaction of tax withholding obligations, if any), and shall deliver to the Participant Shares (in certificated, book-entry, or such other manner determined by the Committee), registered in the Participant’s name.

6. Securityholders Agreement. Notwithstanding anything herein to the contrary, in no event shall Shares be delivered upon exercise of the Options unless and until the Participant executes an Adoption Agreement pursuant to which the Participant shall become bound by the terms and conditions set forth in the Securityholders Agreement, including those terms and conditions applicable to Management Holders (as defined therein), which in all events shall be within 30 days following exercise of the Options.

7. Non-Transferability. Except as otherwise permitted in accordance with Section 11.2 of the Plan, the Options are not transferable by the Participant other than to a designated beneficiary upon death or by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by him or her (or his or her legal representative in the event of incapacity). No assignment or transfer of the Options, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent and distribution), shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Options shall terminate and become of no further effect.

8. Rights as Stockholder. The Participant or a transferee of the Options shall have no rights as stockholder with respect to any Option Shares until he or she shall have become the holder of record of such Shares, and no adjustment shall be made for dividends or distributions or other rights in respect of such Option Shares for which the date on which stockholders of record are determined, for purposes of paying dividends on Shares, is prior to the date upon which he or she shall become the holder of record thereof.

9. Compliance with Law. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she shall not exercise the Options, and that the Company shall not be obligated to issue or transfer any Shares to the Participant hereunder, if the exercise hereof or the issuance or transfer of such Shares shall constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding, and conclusive.

-3-

10. Notice. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as set forth herein; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to him or her at his or her address as recorded in the records of the Company.

11. Binding Effect. Subject to Section 7 of this Agreement, this Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.

12. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

13. Plan. The terms and provisions of the Plan are incorporated herein by reference, and the Participant hereby acknowledges receiving a copy of the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Agreement, this Agreement shall govern and control.

14. Modification of Rights. The rights of the Participant are subject to modification and termination in certain events as provided in this Agreement and the Plan (with respect to the Options granted hereby). Notwithstanding the foregoing, the Participant’s rights under this Agreement and the Plan may not be materially impaired without the Participant’s prior written consent.

15. Restrictive Covenants. The grant, vesting, and exercise of Options pursuant to this Agreement shall be subject to the Participant’s continued compliance with the restrictive covenants in Section 10 of the Securityholders Agreement and the restrictive covenants set forth in any individual agreement between the Participant and the Company (or one of its Affiliates).

16. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final, binding, and conclusive on the Company and the Participant.

17. No Right to Continued Service. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Participant’s Service.

18. Entire Agreement. This Agreement and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations, and agreements with respect thereto.

19. Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

-4-

20. Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

21. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

-5-

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

PRESIDIO, INC.
By:
	Name:
	Title:
PARTICIPANT
[Participant]

	Number of         Options		Option         Price
Tranche A Options		[    ]		$[    ]
Tranche B Options		[    ]		$[    ]
Tranche C Options		[    ]		$[    ]

[Signature Page to [Participant] Option Agreement]

EX-10.18

Exhibit 10.18

PRESIDIO, INC.

FORM OF EXECUTIVE BONUS PLAN

Section 1. Purpose

This Executive Bonus Plan (this “Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Presidio, Inc., a Delaware corporation (the “Company”), and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders, and to enable the Company to attract and retain highly qualified executives. This Plan is for the benefit of Covered Executives (as defined below).

Section 2. Administration

Subject to applicable law and regulation, the Board of Directors of the Company (the “Board”), the Compensation Committee of the Board (the “Compensation Committee”), or such other committee of the Board as the Board may from time to time designate (the “Other Committee”) shall have the sole discretion and authority to administer and interpret this Plan (the Board, the Compensation Committee, or the Other Committee, as applicable, that administers and interprets this Plan, the “Administrator”).

Section 3. Covered Executives

From time to time, the Administrator may select certain key executives of the Company (the “Covered Executives”) to be eligible to receive bonuses hereunder, including without limitation such executive officers of the Company who may constitute “covered employees” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

Section 4. Bonus Determinations

The Company may pay bonuses to the Covered Executives under this Plan based upon such terms and conditions as the Administrator may in its discretion determine; provided, however, that in no event shall any bonus to a Covered Executive exceed $10,000,000 in respect of any given calendar year.

Section 5. Bonus Payment

The payment of a bonus to a Covered Executive with respect to a given performance period shall be conditioned upon the Covered Executive’s meeting each of the following criteria: (a) the Covered Executive must be employed by the Company or a subsidiary of the Company on the date on which the bonus is paid, and (b) the Company must have a reasonable expectation of the Covered Executive’s continued employment as of and beyond the date on which the bonus is paid; provided, however, that the Administrator may make exceptions to this requirement, in its sole discretion, including, without limitation, in the case of a Covered Executive’s termination of employment, retirement, death, or disability, or as may be required by or contemplated in an individual employment or similar agreement. Unless expressly set forth in a given agreement, all bonuses payable under this Plan shall be paid following the Board’s approval of the Company’s Annual Report on Form 10-K for the fiscal year in which the applicable performance period occurs (and, in any event, no later than two and one-half months following the year in which the bonuses became vested).

Section 6. Amendment and Termination

The Board reserves the right to amend or terminate this Plan at any time in its sole discretion. Any amendments to this Plan shall require stockholder approval only to the extent required by any applicable law, rule, or regulation.

Section 7. No Employment Rights

Nothing in this Plan shall confer upon any Covered Executive the right to continue in the employ of the Company or affect any right that the Company may have to terminate such employment.

Section 8. Stockholder Approval

No bonuses shall be paid under this Plan unless and until the Company’s stockholders shall have approved this Plan. This Plan shall be submitted for the approval of the Company’s stockholders after the initial adoption of this Plan by the Board.

Section 9. Required Taxes

No later than the date as of which an amount first becomes includible in the gross income of a Covered Executive for federal, state, local, or foreign income or employment or other tax purposes with respect to any award under this Plan, such Covered Executive shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local, or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Covered Executive.

Section 10. Governing Law

All questions concerning the construction, interpretation, and validity of this Plan shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

Section 11. Term of Plan

This Plan shall become effective as of [●], 2017. This Plan shall expire on the earliest to occur of: (a) the first material modification of this Plan (as defined in Treasury Regulation § 1.162-27(h)(1)(iii)); (b) the first meeting of the Company’s stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12 of the Securities Exchange Act of 1934, as amended; or (c) such other date required by Section 162(m) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (including, without limitation, Treasury Regulation § 1.162-27(f)(2)). This Plan is intended to be subject to the relief set forth in Treasury Regulation § 1.162-27(f)(1) and shall be interpreted accordingly.

-2-

EX-10.19

Exhibit 10.19

FORM OF

PRESIDIO, INC.

2017 LONG-TERM INCENTIVE PLAN

Section 1.    Purpose; Definitions

The purpose of this Plan (as hereinafter defined) is to further the growth and success of the Company and its Subsidiaries (each as hereinafter defined) by enabling directors, employees, consultants, and other service providers of the Company and/or its Subsidiaries to acquire Shares (as hereinafter defined), thereby increasing their personal interest in such growth and success, and to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries.

Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:

“Affiliate” means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person and/or one or more Affiliates thereof. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through the ownership of securities or any partnership or other ownership interests, by contract or otherwise) of a Person. The term “Affiliate” shall not include at any time any portfolio companies of any funds managed by Apollo Global Management, LLC, including any portfolio companies of any Investor.

“Applicable Exchange” means the NASDAQ Stock Market, or, in the event the Common Stock is not listed on such exchange, such other national securities exchange on which the Shares are principally listed or quoted.

“Award” means an Option, Restricted Stock, a Stock Appreciation Right, a Restricted Stock Unit, a Performance Stock Unit, or an Other Long-Term Incentive Award granted pursuant to the terms of this Plan.

“Award Agreement” means a written or electronic agreement, contract, or other instrument or document evidencing the grant of an Award that has been duly authorized and approved by the Board or the Committee.

“Board” means the Board of Directors of the Company.

“Cause” means, unless otherwise defined in a Participant’s Award Agreement, (a) any definition of “Cause” in a Participant’s Individual Agreement; or (b) if no such Individual Agreement is in effect or if any such Individual Agreement in effect does not define “Cause,” then a Termination of Employment based upon any one of the following, as determined in good faith by the Board: (i) failure to abide by reasonable rules and regulations governing the transaction of business of the Company as the Company may from time to time approve;

(ii) persistent inattention to duties (as opposed to unsatisfactory performance of duties); (iii) the commission of acts within employment with or service to the Company amounting to gross negligence or willful misconduct; (iv) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other Person in the course of employment with or service to the Company; (v) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction that is adverse to the interests of the Company or to the benefits of which the Company is entitled; (vi) commission of a felony or other crime involving moral turpitude; (vii) chronic substance abuse, including, without limitation, abuse of alcohol, drugs, or other substances or use of illegal narcotics or substances, or possession of illegal narcotics or substances on Company premises or while performing duties and responsibilities; or (viii) material violation of any of the terms of any agreement between the Participant and the Company or any of its Subsidiaries; provided that the Company shall provide the Participant written notice of the Company’s determination of the existence of Cause, and, with respect to clauses (i), (ii), (iii), and (viii), the Participant shall have a reasonable period of time, not to exceed 10 days, to cure to the extent subject to cure.

“Change in Control” has the meaning set forth in Section 9(b).

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to any specific section of the Code shall be deemed to include such regulations and guidance issued in respect thereof, as well as any successor provision of the Code.

“Commission” means the Securities and Exchange Commission or any successor agency.

“Committee” means the Compensation Committee of the Board, or such other committee of the Board as the Board may from time to time designate.

“Common Stock” means common stock, par value $0.01 per share, of the Company.

“Company” means Presidio, Inc., a Delaware corporation.

“Corporate Transaction” has the meaning set forth in Section 3(c).

“Director Awards” has the meaning set forth in Section 3(a).

“Disability” means, unless otherwise defined in a Participant’s Award Agreement, (a) any definition of “Disability” in a Participant’s Individual Agreement; or (b) if no such Individual Agreement is in effect or if any such Individual Agreement in effect does not define “Disability,” then the circumstance in which a Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident, disability, or health plan covering employees of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall in all instances mean “permanent and total disability” as defined in Section 22(e)(3) of the

-2-

Code, and, with respect to each Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code, Disability shall in all instances mean “disability” as defined under Section 409A of the Code.

“Disaffiliation” of a Subsidiary or Affiliate of the Company means the Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate of the Company for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

“Effective Date” has the meaning set forth in Section 13(o).

“Eligible Individuals” means directors, employees, consultants, and other service providers of the Company or any of its Subsidiaries or Affiliates on the date of the grant.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

“Fair Market Value” means the closing price of a share of the Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded on the Applicable Exchange, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, but is listed on another established securities market on the date of measurement and the Common Stock is readily tradable, Fair Market Value shall be the closing price of a share of the Common Stock on the established securities market on the date of measurement, or if Shares were not traded on the established securities market on such measurement date, then on the next preceding date on which Shares were traded on the established securities market, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange or another established securities market on which the Shares are readily tradable, Fair Market Value shall be determined by the Committee in its good faith discretion, taking into account, to the extent appropriate, the requirements of Section 409A of the Code.

“Free-Standing SAR” has the meaning set forth in Section 5(b).

“Grant Date” means (a) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award or the formula for earning a number of Shares or cash amount, or (b) such later date as the Committee shall provide in such resolution.

“Incentive Stock Option” means any Option designated as, and qualified as, an “incentive stock option” within the meaning of Section 422 of the Code.

“Individual Agreement” means an employment, consulting, severance, or similar written agreement between a Participant and the Company or one of its Subsidiaries or Affiliates.

“Investors” means, collectively, Apollo Management VIII, L.P., a Delaware limited partnership, and each of its Affiliates (including AP VIII Presidio Holdings, L.P., a Delaware limited partnership, but excluding the Company and its Subsidiaries) and any other investment fund or vehicle managed by Apollo Management VIII, L.P. or any of its Affiliates (including any successors or assigns of any such manager).

-3-

“Nonqualified Stock Option” means any Option that is not an Incentive Stock Option.

“Option” means an Award granted under Section 5.

“Other Long-Term Incentive Award” means an Award granted under Section 8.

“Parent” has the definition set forth in Section 424(e) of the Code.

“Participant” shall have the meaning set forth in Section 4.

“Performance Goals” means the performance goals established by the Committee in connection with the grant of a Performance Stock Unit, to be achieved during a Performance Period.

“Performance Period” means a performance period established by the Committee at the time any Performance Stock Unit is granted.

“Performance Stock Unit” means any Award granted under Section 7, which may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.

“Person” has the meaning set forth in Section 13(d) or 14(d) of the Exchange Act.

“Plan” means the Presidio, Inc. 2017 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time.

“Restricted Stock” means an Award granted under Section 6.

“Restricted Stock Units” means an Award granted under Section 7.

“Restriction Period” has the meaning set forth in Section 6(b)(ii).

“Rule 16b-3” means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.

“Section 16(b)” has the meaning set forth in Section 13(j).

“Shares” means shares of Common Stock.

“Stock Appreciation Right” means an Award granted under Section 5.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which the Person owns securities or interests having a majority, directly or indirectly, of the ordinary voting power in electing the board of directors, managers, general partners, or similar governing Persons thereof; provided that with respect to Incentive Stock Options, Subsidiary has the same meaning as set forth in Section 424(f) of the Code.

-4-

“Tandem SAR” has the meaning set forth in Section 5(b).

“Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.

“Termination Date” shall have the meaning set forth in Section 11(a).

“Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if a Participant’s employment with, or membership on a board of directors of, the Company or its Affiliates terminates but such Participant continues to provide services to the Company or its Affiliates in a non-employee director capacity or as an employee, as applicable, such change in status shall not be deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary, an Affiliate, or a division of the Company or its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate, or division, as the case may be, of the Company or its Affiliates, and the Participant does not immediately thereafter become an employee of (or service provider for), or member of the board of directors of, the Company or another Subsidiary or Affiliate of the Company. Temporary absences from employment because of illness, vacation, or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. Notwithstanding the foregoing, with respect to any Award that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, “Termination of Employment” shall mean a “separation from service” as defined under Section 409A of the Code.

Section 2.    Administration

(a)    This Plan shall be administered by the Committee, which shall be appointed by and serve at the pleasure of the Board. Unless otherwise provided by the Board, the Committee shall be composed of not less than two (2) directors (or such greater number as may be required by applicable law or the rules of an Applicable Exchange), each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 or any successor rule of similar import and, to the extent required by an Applicable Exchange, an “independent director” within the meaning of such Applicable Exchange. The Committee shall have plenary authority to grant Awards pursuant to the terms of this Plan to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms and conditions of this Plan:

(i)    to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii)    to determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, Other Long-Term Incentive Awards, or any combination thereof, are to be granted hereunder;

-5-

(iii)    to determine the number of Shares to be covered by each Award granted hereunder;

(iv)    to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;

(v)    subject to Section 11, to modify, amend, or adjust the terms and conditions of any Award;

(vi)    to adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan as it shall from time to time deem advisable;

(vii)    to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines;

(viii)    to increase or to reduce the exercise price of any or all outstanding Options or Stock Appreciation Rights, provided that such increase or reduction does not violate Section 409A of the Code;

(ix)    to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreement relating thereto) and to make any determinations of fact required in connection with interpreting the terms and provisions of this Plan or any Award;

(x)    to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(xi)    to determine whether, to what extent, and under what circumstances cash, Shares, and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;

(xii)    to decide all other matters that must be determined in connection with an Award; and

(xiii)    to otherwise administer this Plan.

(b)    Procedures.

(i)    The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 13(j), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any Person or Persons selected by it.

-6-

(ii)    Any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c)    Discretion of Committee. Any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final and binding on all Persons, including, without limitation, the Company, Participants, and Eligible Individuals.

(d)    Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in an Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall not be subject to the Award Agreement’s being signed by the Company and/or the Participant receiving the Award unless specifically so provided herein or in the Award Agreement. Award Agreements may be amended only in accordance with Section 11 hereof.

Section 3.    Common Stock Subject to Plan

(a)    Plan Maximums. The maximum number of Shares that may be delivered to Participants and their beneficiaries under this Plan shall be [    ] Shares. The maximum number of Shares that may be delivered pursuant to Options intended to be Incentive Stock Options shall be [    ] Shares. No Participant may be granted (i) Options and Stock Appreciation Rights covering in excess of [    ] Shares, (ii) Restricted Stock, Restricted Stock Units, or Performance Stock Units covering in excess of [    ] Shares, or (iii) Other Long-Term Incentive Awards covering in excess of [    ] Shares, in each such case, during any given fiscal year of the Company. Notwithstanding anything herein to the contrary, the Committee shall have the exclusive authority to issue awards to members of the Board who are not also employees of the Company or any Subsidiary (“Director Awards”), which may consist of, but not be limited to, Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, and/or Other Long-Term Incentive Awards; provided, however, that the maximum grant date fair value for Director Awards that may be issued to any one non-employee director during any given fiscal year of the Company is $500,000.

(b)    Rules for Calculating Shares Delivered.

(i)    To the extent that any Award is forfeited, or any Option and the related Tandem SAR (if any) or Free-Standing SAR terminates, expires, or lapses without being exercised, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under this Plan.

-7-

(ii)    If the exercise price of any Option and/or the tax withholdings relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in Section 3(a). To the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of an Option) and/or the maximum rate (or such lower rate as the Company may elect or as may be required) of tax withholdings relating to such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in Section 3(a).

(c)    Adjustment Provision. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, Disaffiliation, or similar event affecting the Company or any of its Subsidiaries, including a Change in Control (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (i) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (ii) the various maximum limitations set forth in Section 3(a) upon certain types of Awards, (iii) the number and kind of Shares or other securities subject to outstanding Awards, and (iv) the exercise price of outstanding Options and Stock Appreciation Rights. In the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan, (B) the various maximum limitations set forth in Section 3(a) upon certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Options and Stock Appreciation Rights. In the case of Corporate Transactions, such adjustments may include, without limitation, (1) the cancellation of outstanding Awards in exchange for payments of cash, property, or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that (x) in the case of a Corporate Transaction with respect to which stockholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right conclusively shall be deemed valid and (y) any Option or Stock Appreciation Right with an exercise price equal to or greater than such value of such consideration may be cancelled without payment therefor), (2) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards, and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). Any adjustment under this Section 3(c) need not be the same for all Participants.

-8-

(d)    Section 409A. Notwithstanding anything in this Section 3 to the contrary: (i) any adjustments made pursuant to this Section 3 to Awards that constitute a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code, and (ii) any adjustments made pursuant to this Section 3 to Awards that do not constitute a “nonqualified deferred compensation plan” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code.

Section 4.    Eligibility

Awards may be granted under this Plan to Eligible Individuals. Each such Person to whom an Award is granted under this Plan is referred to herein as a “Participant.”

Section 5.    Options and Stock Appreciation Rights

(a)    Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

(b)    Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.

(c)    Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.

(d)    Exercise Price. The exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date, or in the event of any change in the exercise price of such Option or Free-Standing SAR, on the date the repricing becomes effective.

(e)    Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no Option that is intended to qualify as an Incentive Stock Option may be granted to any Participant who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of

-9-

any Subsidiary, unless at the time such Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time an Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent an Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Option in excess of such limit shall be treated as a Nonqualified Stock Option.

(f)    No Repricing. Except as otherwise provided in Section 3(c), in no event will the Committee decrease the exercise price of an Option or Stock Appreciation Right after the Grant Date, or cancel outstanding Options or Stock Appreciation Rights and issue cash in exchange for such cancellation or grant replacement Options or Stock Appreciation Rights with a lower exercise price than that of the replaced Options or Stock Appreciation Rights or other Awards, without first obtaining the approval of the holders of a majority of the Shares who are present in person or by proxy at a meeting of the Company’s shareholders and entitled to vote.

(g)    Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten years from the Grant Date.

(h)    Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Option or Free-Standing SAR will become exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Option or Free-Standing SAR.

(i)    Method of Exercise. Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company or through the procedures established with the Company’s appointed third-party Option administrator specifying the number of Shares as to which the Option or Free-Standing SAR is being exercised; provided, however, that, unless otherwise permitted by the Committee, any such exercise must be with respect to a portion of the applicable Option or Free-Standing SAR relating to no less than the lesser of the number of Shares then subject to such Option or Free-Standing SAR or 50 Shares. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of Shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as follows:

(i)    Payments may be made in the form of unrestricted Shares (by delivery of such Shares or by attestation) based on the Fair Market Value of the Common Stock on the date the Option is exercised; provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares may be authorized only at the time the Option is granted.

-10-

(ii)    To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the purchase price, and, if requested, the amount of any maximum rate (or such lower rate as the Company may elect or as may be required) of applicable federal, state, local, or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. To the extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise of Options.

(iii)    Payment may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (A) the exercise price multiplied by (B) the number of Shares in respect of which the Option shall have been exercised.

(j)    Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 13(a), and (iii) in the case of an Option, has paid in full for such Shares.

(k)    Terminations of Employment. A Participant’s Options and Stock Appreciation Rights shall be forfeited upon such Participant’s Termination of Employment, except as set forth below:

(i)    upon a Participant’s Termination of Employment for Cause, any Option or Stock Appreciation Right held by the Participant shall be forfeited, effective as of such Termination of Employment; and

(ii)    upon a Participant’s Termination of Employment for any reason other than for Cause, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment, and (B) expiration of the Term of such Option or Stock Appreciation Right.

Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning the consequences of a Termination of Employment; provided, however, that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable Award Agreement. If an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Option will thereafter be treated as a Nonqualified Stock Option.

-11-

(l)    Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR shall be transferable by a Participant other than (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Stock Option or Free-Standing SAR, pursuant to a qualified domestic relations order or as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant’s family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian, or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5(l), it being understood that the term “Participant” includes such guardian, legal representative, and other transferee; provided, however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.

Section 6.    Restricted Stock

(a)    Awards and Certificates. Shares of Restricted Stock are actual shares issued to a Participant, and shall be evidenced by an Award Agreement and in such other manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of shares of Restricted Stock shall be registered in the name of such Participant, and any such certificate or book-entry registration shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. The Committee may require that certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(b)    Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:

(i)    The Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the continued service of the applicable Participant or the attainment of performance goals, or the attainment of performance goals and the continued service of the applicable Participant. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Awards (including, without limitation, any applicable performance goals) need not be the same with respect to each Participant.

(ii)    Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the Grant Date of such Award and until the date of satisfaction of all applicable vesting conditions (such period, the “Restriction Period”), the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber shares of Restricted Stock.

-12-

(iii)    Except as provided in this Section 6 and in the applicable Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any cash dividends. In addition, and subject to Section 13(e) of this Plan, (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award may, at the election of the Committee, be reinvested in additional Restricted Stock, but in all instances any such dividends shall be held and payable subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(c), dividends payable in Common Stock shall be paid in the form of Restricted Stock, to be held and payable subject to the vesting of the underlying Restricted Stock.

(iv)    Except to the extent otherwise provided in the applicable Award Agreement, upon a Participant’s Termination of Employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant; provided, however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s shares of Restricted Stock.

(v)    If and when any applicable performance goals are satisfied and the Restriction Period expires without a prior forfeiture of the Restricted Stock for which legended certificates have been issued, unlegended certificates for such shares shall be delivered to the Participant upon surrender of the legended certificates.

Section 7.    Restricted Stock Units and Performance Stock Units

(a)    Nature of Award. Restricted Stock Units and Performance Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units or Performance Stock Units, as applicable, either by delivery of Shares to the Participant or by the payment of cash based upon the Fair Market Value of a specified number of Shares.

(b)    Terms and Conditions. Restricted Stock Units and Performance Stock Units shall be subject to the following terms and conditions:

(i)    The Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units and Performance Stock Units (A) in the case of Restricted Stock Units, upon the continued service of the applicable Participant and (B) in the case of Performance Stock Units, upon the attainment of Performance Goals or both the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Units and Performance Stock Units (including, without limitation, any applicable Performance Goals) need not be the same with respect to each Participant.

-13-

(ii)    Subject to the provisions of this Plan and the applicable Award Agreement, during the Restriction Period, if any, set by the Committee, the Participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber Restricted Stock Units and Performance Stock Units.

(iii)    The Award Agreement for Restricted Stock Units and Performance Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or deferred payments of cash, Common Stock, or other property corresponding to the dividends payable on the Common Stock (subject to Section 13(e)); provided, however, that any such dividends shall be held and payable subject to the vesting and settlement of the underlying Restricted Stock Unit and Performance Stock Units.

(iv)    Except as otherwise set forth in the applicable Award Agreement, upon a Participant’s Termination of Employment for any reason during the Restriction Period, all Restricted Stock Units and Performance Stock Units still subject to restriction shall be forfeited by such Participant; provided, however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant’s Restricted Stock Units and Performance Stock Units.

(v)    Except to the extent otherwise provided in the applicable Award Agreement, an award of Restricted Stock Units and Performance Stock Units shall be settled as and when the Restricted Stock Units and Performance Stock Units vest (but in no event later than two and one-half months after the end of the fiscal year in which the Restricted Stock Units and Performance Stock Units vest).

Section 8.    Other Long-Term Incentive Awards

Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, Common Stock, including, without limitation, unrestricted stock, dividend equivalents, and convertible debentures, may be granted either alone or in conjunction with other Awards granted under this Plan. In addition, the Company may grant other long-term incentive Awards that are solely dollar-denominated, either alone or in conjunction with other Awards granted under this Plan. The maximum value of the property, including cash, that may be paid or distributed to any Participant pursuant to a grant of any Other Long-Term Incentive Award made in any one calendar year shall be $10,000,000.

Section 9.    Change in Control Provisions

(a)    Impact of Event. The Committee may, in its discretion, provide for the acceleration of vesting or exercisability of Awards either (i) upon a Change in Control, (ii) upon a specified date following a Change in Control, or (iii) upon specified Terminations of Employment following a Change in Control. The foregoing sentence shall not be construed to require that the Committee make any such provision. The Committee may provide for such treatment as a term of the Award or may provide for such treatment following the granting of the Award.

-14-

(b)    Definition of Change in Control. For purposes of this Plan, unless otherwise provided in the applicable Award Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i)    the acquisition by any Person (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or any Affiliate of the Company immediately prior to such acquisition) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting power of the Company (other than any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries); or

(ii)    consummation of an amalgamation, merger, consolidation, recapitalization, or similar business combination transaction of the Company or any direct or indirect Subsidiary thereof with any other entity (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or any Affiliate of the Company immediately prior to such transaction) or a sale or other disposition of all or substantially all of the assets of the Company to any other Person (other than the Investor, an Investor-controlled entity, any personnel affiliated with the Investor or an Investor-controlled entity, or an Affiliate of the Company immediately prior to such transaction), following which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity (or the Person that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any Parent or other Affiliate thereof) at least 50% of the combined voting power of the securities of the Company or, if the Company is not the surviving entity, such surviving entity (or the Person that owns substantially all of the Company’s assets either directly or through one or more Subsidiaries) or any Parent or other Affiliate thereof, outstanding immediately after such transaction.

Notwithstanding anything in the foregoing to the contrary, with respect to compensation (A) that is subject to Section 409A of the Code and (B) for which a Change in Control would accelerate the timing of payment thereunder, the term “Change in Control” shall mean an event that is both (x) a Change in Control (as defined above) and (y) a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as defined in Section 409A of the Code and authoritative guidance thereunder, but only to the extent necessary to comply with Section 409A of the Code as determined by the Company.

Section 10.    Forfeiture of Awards

Notwithstanding anything in this Plan to the contrary, the Committee shall have the authority under this Plan to provide in any Award Agreement (or to require a Participant to agree by separate written instrument) that in the event of serious misconduct by a Participant (including, without limitation, any misconduct prejudicial to or in conflict with the Company or its Subsidiaries or Affiliates, or any Termination of Employment for Cause), or any activity of a Participant in competition with the business of the Company or any Subsidiary or Affiliate of the

-15-

Company, (a) any outstanding Options or Stock Appreciation Rights, both vested and unvested, granted to a Participant shall be cancelled, (b) all Awards with respect to which restrictions have not lapsed shall be forfeited, (c) any proceeds, gains, or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, must be paid to the Company, and (d) any portion of an Award that has been deferred, whether or not vested, shall be forfeited. The determination of whether a Participant has engaged in serious misconduct or any activity in competition with the business of the Company or any Subsidiary or Affiliate of the Company shall be determined by the Committee in good faith and in its sole discretion. In all events, if the Company is required to adopt a recoupment policy in order to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, all Awards granted under this Plan (whether granted prior to, on, or after such adoption date) shall be subject to such recoupment policy immediately upon the effective date of such policy.

Section 11.    Term, Amendment, and Termination

(a)    Termination Date. This Plan will terminate on the tenth (10th) anniversary (the “Termination Date”) of the Effective Date. No Awards may be granted after such Termination Date. Under this Plan, any Awards outstanding as of such date of termination of this Plan shall not be affected or impaired by the termination of this Plan and such outstanding Awards shall remain in effect and the terms of this Plan will apply until such Awards terminate as provided in the applicable Award Agreement.

(b)    Amendment of Plan. The Board may amend, alter, or discontinue this Plan, but no amendment, alteration, or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including, without limitation, Section 409A of the Code, listing standards of the Applicable Exchange, or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

(c)    Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall without the Participant’s consent materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, stock exchange rules or accounting guidance.

Section 12.    Unfunded Status of Plan

This Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in this Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary or Affiliate of the Company.

-16-

Section 13.    General Provisions

(a)    Representation. The Committee may require each Person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such Person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or any Award Agreements made pursuant thereto, the Company shall not be required to issue or deliver any certificate or certificates for Shares under this Plan prior to fulfillment of all of the following conditions:

(i)    Listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange;

(ii)    Any registration or other qualification of such Shares under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and

(iii)    Obtaining any other consent, approval, or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable.

(b)    No Limit of Other Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary or Affiliate of the Company from adopting other or additional compensation arrangements for its employees.

(c)    No Contract of Employment. Nothing contained in this Plan or in any Award Agreement shall confer upon any Participant any right with respect to the continuation of his or her employment by or service with the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any such Subsidiary, in its sole discretion, at any time to terminate such employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award.

(d)    Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local, or foreign income, employment, or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. If determined by the Company, the maximum rate (or such lower rate as the Company may elect or as may be required) of tax withholdings may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of such tax withholdings with Common Stock. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant.

-17-

(e)    Dividends. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units or Performance Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). If sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units or Performance Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units or Performance Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units or Performance Stock Units on the terms contemplated by this Section 13(e).

(f)    Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid or by whom any rights of the Participant, after the Participant’s death, may be exercised.

(g)    Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary of the Company, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan. All Shares underlying Awards that are forfeited or cancelled shall revert to the Company.

(h)    Governing Law. All questions concerning the construction, interpretation, and validity of this Plan and the instruments evidencing the Awards granted hereunder shall be governed by, and construed and enforced in accordance with, the domestic laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Plan, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

(i)    Nontransferability. Unless otherwise provided by the Committee, no Award granted under this Plan shall be assignable or otherwise transferable by the Participant, except by designation of a beneficiary, by will or by the laws of descent and distribution.

(j)    Section 16 Compliance. The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).

-18-

(k)    Section 409A of the Code. It is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless and to the extent that the Committee specifically determines otherwise as provided in the immediately following sentence, and this Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto, and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. Notwithstanding any other provision of this Plan to the contrary, with respect to any Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code, each designated payment under an Award is intended to constitute a separate payment within the meaning of Section 409A of the Code, and any payments (whether in cash, Shares, or other property) to be made with respect to the Award upon the Participant’s Termination of Employment shall be delayed until the first day of the seventh month following the Participant’s Termination of Employment if the Participant is a “specified employee” within the meaning of Section 409A of the Code.

(l)    Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States, who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in this Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of this Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or sub-plans as may be necessary or advisable to comply with such legal or regulatory provisions.

(m)    No Restriction of Corporate Action. Nothing contained in this Plan or in any Award Agreement shall be construed to prevent the Company or any Subsidiary or Affiliate of the Company from taking any corporate action that is deemed by the Company or by its Subsidiaries and Affiliates to be appropriate or in its best interest, whether such action would have an adverse effect on this Plan or any Award made under this Plan. No Participant or beneficiary of a Participant shall have any claim against the Company or any Affiliate as a result of any corporate action.

(n)    No Right to an Award or Grant. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give an employee, director, or consultant any right to be granted an Option to purchase Common Stock or receive an Award under this Plan, except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth in the Award Agreement.

-19-

(o)    Effective Date of Plan. This Plan shall be effective as of the date (the “Effective Date”) it is adopted by the Board; provided that it has been approved or is thereafter approved by the stockholders of the Company in accordance with all applicable laws, regulations, and rules and listing standards of the Applicable Exchange.

* * * * * *

As adopted by the Board, effective [●], 2017.

-20-

EX-10.20

Exhibit 10.20

FORM OF

NOTICE OF AWARD CERTIFICATE

PRESIDIO, INC.

STOCK OPTION AWARD

(IPO GRANT)

This certifies that the Participant:                                         [                            ]

has been granted the nonqualified stock options described in this Notice of Award Certificate to purchase Shares in accordance with the vesting schedule indicated below (subject to the Participant’s continued employment through each applicable vesting date set forth below, and subject to the further terms of the Award Certificate attached to this Notice of Award Certificate and the Presidio, Inc. 2017 Long-Term Incentive Plan):

Total Number of Shares subject to Option:	[    ]
Exercise Price per Share subject to Option:	$[    ]
Grant Date of Option:	[    ], 2017

Vesting Schedule

Percentage of Total Shares Subject to Option	Vesting Date
25%	[    ], 2018
25%	[    ], 2019
25%	[    ], 2020
25%	[    ], 2021

Please read and acknowledge the terms and conditions of this Award through the E*TRADE portal.

PRESIDIO, INC.
By:
	Name:
	Title:

PRESIDIO, INC.

2017 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD CERTIFICATE

THIS NONQUALIFIED STOCK OPTION AWARD CERTIFICATE (this “Award Certificate”), is entered into effective as of the Grant Date set forth on the Notice to which this Award Certificate is attached (the “Notice”), by and between Presidio, Inc., a Delaware corporation (the “Company”), and the individual identified on the Notice (the “Participant”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Presidio, Inc. 2017 Long-Term Incentive Plan (the “Plan”).

WHEREAS, the Company has adopted the Plan to provide additional incentive to certain employees, officers, consultants, and directors of the Company and its Subsidiaries; and

WHEREAS, the Committee responsible for administration of the Plan has determined to grant an option to the Participant as provided herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Grant of Option; Exercise Price of the Option.

(a) The Company hereby grants to the Participant the right and option (the “Option”) to purchase all or any part of the number of whole Shares set forth on the Notice, subject to, and in accordance with, the terms and conditions set forth in this Award Certificate and the Plan (including, without limitation, Sections 3(c) and 9 of the Plan).

(b) The price at which the Participant shall be entitled to purchase Shares upon the exercise of the Option, to the extent vested and exercisable, shall be the exercise price per Share set forth on the Notice.

(c) The Option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(d) This Award Certificate shall be construed in accordance and consistent with, and subject to, the Plan (which is incorporated herein by reference). The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

2. Vesting of the Option.

(a) Subject to the terms and conditions of this Award Certificate and the Plan, the Option shall become vested and exercisable in accordance with the vesting schedule set forth on the Notice. Any fractional shares that would otherwise become vested on a relevant vesting date hereunder shall accrue and vest on the final vesting date set forth on the Notice (subject to the terms and conditions of this Award Certificate and the Plan).

(b) If, prior to a Change in Control or following the second anniversary of the date of the Change in Control, the Participant experiences a Qualifying Termination (as defined below), then the Option shall become vested with respect to the number of Shares subject to the Option that otherwise would have become vested under this Award Certificate on the next two vesting dates set forth on the Notice.

-2-

(c) If, the Participant is party to an Individual Agreement that defines the term “Retirement” and either prior to a Change in Control or following the second anniversary of the date of the Change in Control, the Participant experiences a Termination of Employment due to his or her Retirement (as defined in the Participant’s Individual Agreement), then the Option shall become vested such that the total number of Shares subject to the Option that are vested is equal to the excess, if any, of (i) the product of (A) total number of Shares subject to the Option set forth in the Notice, multiplied by (B) a fraction, the numerator of which is the number of days between the Grant Date and the date of the Participant’s Retirement and the denominator of which is the number of days between the Grant Date and the fourth anniversary of the Grant Date, over (ii) the number of Shares with respect to which the Option was previously exercised prior to the date of the Participant’s Retirement.

(d) For purposes of this Award Certificate, the term “Qualifying Termination” means the Participant’s Termination of Employment (i) by the Company (or its applicable Subsidiary) without Cause, (ii) due to the Participant’s death or Disability, or (iii) if the Participant’s Individual Agreement defines “Good Reason,” then by the Participant with Good Reason (as defined in the Participant’s Individual Agreement).

3. Exercisability.

(a) The Option granted hereunder shall expire 10 years following the Grant Date (the “Option Term”) unless earlier terminated in accordance with the terms of this Award Certificate.

(b) Except as otherwise provided in Sections 2 and 4, any unvested portion of the Option shall be cancelled for no consideration at the time of the Participant’s Termination of Employment for any reason.

(c) Upon the Participant’s Termination of Employment by the Company with Cause, the Option shall immediately terminate, whether or not the Option is then vested and exercisable.

(d) To the extent that any portion of the Option was vested and exercisable at the time of the Participant’s Termination of Employment (including any portion of the Option that vests as a result of such Termination of Employment in accordance with the terms of this Award Certificate), such vested portion of the Option shall remain exercisable for the following post-termination periods:

(i) Upon a Termination of Employment due to the Participant’s death or Disability, the earlier of (A) one year following such Termination of Employment and (B) the expiration of the Option Term.

-3-

(ii) Upon a Termination of Employment due to the Participant’s Retirement, the earlier of (A) three years following such Termination of Employment and (B) the expiration of the Option Term.

(iii) Upon the Participant’s Termination of Employment for any reason other than by the Company with Cause or due to the Participant’s death, Disability, or Retirement, the earlier of (A) 90 days following such Termination of Employment and (B) the expiration of the Option Term.

4. Change in Control.

(a) If, in connection with a Change in Control, a Replacement Award (as defined below) is not provided to the Participant, then the Option shall vest in full immediately as of immediately prior to such Change in Control.

(b) If, in connection with a Change in Control, a Replacement Award is provided to the Participant but the Participant experiences a Qualifying Termination on or following the date of the Change in Control and prior to the second anniversary of the date of the Change in Control, then such Replacement Award shall vest in full (and if such Replacement Award is an Option, shall remain exercisable in accordance with Section 3).

(c) For purposes of this Award Certificate, the term “Replacement Award” means an award issued to a Participant that (i) is of the same type as the Award the Participant held immediately prior to the Change in Control that is being replaced; (ii) relates to securities of the Company or the entity surviving, directly or indirectly, the Company following a Change in Control that are publicly traded and listed on a stock exchange in the United States of America; (iii) is equal in value to the value of the Option that is being replaced as of the date of the Change in Control, as determined in the sole discretion of the Committee; and (iv) contains terms and conditions that are not less favorable to the Participant than the terms and conditions of the Option that is being replaced (including vesting provisions and the provisions that would apply in the event of a subsequent change in control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Option that is being replaced if the requirements of the previous sentence are satisfied. The determination of whether an award satisfies the requirements for being a Replacement Award shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

5. Manner of Exercise and Payment.

(a) Subject to the terms and conditions of this Award Certificate and the Plan, the Option may be exercised through the procedures set forth on the E*TRADE portal or in any other manner determined by the Committee in its sole discretion, all of which shall be in accordance with the procedures, set forth in Section 5(i) of the Plan.

-4-

(b) The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until the Option shall have been exercised pursuant to the terms of this Award Certificate and the Participant shall have paid the full exercise price for the number of Shares in respect of which the Option was exercised and made arrangements acceptable to the Company for the payment of all applicable withholding taxes.

6. Non-Transferability of Option. The Option is non-transferable except to the extent provided in Section 5(k) of the Plan.

7. No Right to Continued Employment. Nothing in this Award Certificate or the Plan shall be interpreted or construed to confer upon the Participant any right with respect to continuance of employment by the Company, nor shall this Award Certificate or the Plan interfere in any way with the right of the Company to terminate the Participant’s employment at any time.

8. Withholding of Taxes. If the Participant is entitled to receive Shares upon exercise of the Option, the Participant shall make arrangements acceptable to the Company for the payment of the withholding taxes prior to the issuance of such Shares, in accordance with Sections 5 and 13(d) of the Plan.

9. Modification of Agreement; Severability. This Award Certificate may be modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto. Notwithstanding the vesting provisions contained in the Plan on the Grant Date, the Participant hereby acknowledges that the vesting of the Option shall be in accordance with the provisions of Sections 2 and 4 herein. Should any provision of this Award Certificate be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Award Certificate shall not be affected by such holding and shall continue in full force in accordance with their terms.

10. Miscellaneous.

(a) This Award Certificate shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. Neither this Award Certificate nor any of the rights, interests, or obligations hereunder shall be assigned by the Participant without the prior written consent of the Company.

(b) The provisions of Section 13 of the Plan, to the extent applicable, are hereby incorporated by reference and made a part hereto.

-5-

EX-10.21

Exhibit 10.21

FORM OF

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and Robert Cagnazzi (the “Executive”).

WHEREAS, the Executive is party to an Employment Agreement, dated as of January 13, 2012 (the “Prior Agreement”), by and between Presidio LLC, a Georgia limited liability company (formerly Presidio, Inc., a Georgia corporation) and indirect, wholly owned subsidiary of the Company, and the Executive; and

WHEREAS, the Company desires to employ the Executive in an executive capacity on the terms and subject to the conditions, and for the consideration set forth herein, and the Executive desires to remain employed by the Company and its affiliates on such terms, subject to such conditions, and for such consideration.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby agreed by the Company and the Executive as follows:

1. Employment Period. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date (the “Employment Period”); provided that, commencing on such anniversary and on each subsequent anniversary of the Effective Date (each such anniversary, a “Renewal Date”), unless earlier terminated, the Employment Period shall be automatically extended so as to terminate on the first anniversary of such Renewal Date, unless, at least 90 days prior to a Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended; and provided, further, that, upon a Change in Control (as defined in the Presidio, Inc. 2017 Long-Term Incentive Plan as in effect on the Effective Date), unless earlier terminated, the Employment Period shall automatically be extended to the date that is two years from the date of the consummation of the Change in Control (subject to renewal thereafter as set forth above). Notwithstanding the foregoing, the Employment Period shall immediately expire upon any termination of the Executive’s employment with the Company pursuant to Section 4.

2. Position and Duties.

(a) Position. During the Employment Period, the Executive shall serve as Chief Executive Officer of the Company and shall report to the Board of Directors of the Company (the “Board”).

(b) Duties. During the Employment Period, the Executive shall have such responsibilities, duties, and authority that are customary for the Executive’s position, subject at all times to the control of the Board, and shall perform such services as customarily are provided by an executive of a corporation with the Executive’s position and such other services consistent with the Executive’s position, as shall be assigned to the Executive from time to time by the

Board. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of the Executive’s business time to the business and affairs of the Company. The Executive shall be entitled to engage in charitable and educational activities and to manage the Executive’s personal and family investments, to the extent such activities are not competitive with the business of the Company, do not materially interfere with the performance of the Executive’s duties for the Company, and are otherwise consistent with the Company’s governance policies.

(c) Location. During the Term, the Executive shall be based at the Company’s offices in New York, New York, subject to reasonable business travel at the Company’s request.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Base Salary”) of no less than $600,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the “Compensation Committee”), and may be increased but not decreased.

(b) Annual Bonus. During the Employment Period, the Executive shall be eligible to receive an annual bonus (an “Annual Bonus”) pursuant to the Presidio, Inc. Executive Bonus Plan (or any successor thereto) (the “Annual Bonus Plan”) with respect to each fiscal year of the Company as determined by the Compensation Committee in its discretion and subject to the achievement of performance targets or goals to be established by the Compensation Committee in its discretion with respect to such fiscal year. The Executive’s target Annual Bonus opportunity for each fiscal year during the Employment Period shall be 100% of the Base Salary (the “Target Annual Bonus”). The Target Annual Bonus opportunity may be increased but not decreased in the sole discretion of the Compensation Committee. Any earned Annual Bonus shall be paid to the Executive pursuant to the terms of the Annual Bonus Plan; provided, however, that any such Annual Bonus for a fiscal year shall be paid to the Executive no later than the 15th day of the third month following the end of such fiscal year, unless the Company or the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Employee Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit and perquisite plans, practices, policies, and programs generally applicable to employees of the Company on substantially the same terms applicable to similarly situated senior executives of the Company from time to time.

(d) Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties in accordance with the Company’s policies applicable to similarly situated senior executives of the Company from time to time.

(e) Vacation and Paid Time Off. During the Employment Period, the Executive shall be entitled to paid vacation and paid time off in accordance with the plans, policies, programs, and practices of the Company as in effect with respect to similarly situated senior executives of the Company from time to time.

-2-

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b). In such event, the Executive’s employment with the Company shall terminate. For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company for either (i) 180 consecutive calendar days or (ii) 180 total days during any period of 365 consecutive calendar days, in each case, due to a disability or other incapacity that renders the Executive physically or mentally unable to perform substantially all of the Executive’s duties and responsibilities hereunder, which disability or other incapacity is determined to be permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) With or without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

-3-

(c) With or without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 10 miles from the Executive’s principal office as of the Effective Date or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.

(d) Retirement. The Executive’s employment may be terminated by the Executive upon the Executive’s Retirement. For purposes of this Agreement, “Retirement” means the Executive’s termination of employment at a time when the Executive has (i) attained age 65 or (ii) attained age 55 and the sum of the Executive’s age and years of employment or service to the Company or its subsidiaries (or its predecessors and successors) equals or exceeds 65.

(e) Notice of Termination. Any termination by the Company with or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated through a Notice of Termination to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by the Company with Cause or without Cause, or by the Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be (except that in the case of a termination by the Executive, the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), and (ii) if the Executive dies or experiences Disability, the Date of Termination shall be the date of death of the Executive or the determination of the Disability, as the case may be.

-4-

(g) Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board or the board of directors of any of the Company’s affiliates, or holds any other position with the Company or its affiliates, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The Executive agrees to execute such documents and take such other actions as the Company may reasonably request to reflect such resignation.

5. Obligations of the Company upon Termination of Employment.

(a) Termination without Cause; Resignation with Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive resigns employment with Good Reason, then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the applicable provisions of Section 12 below):

(i) An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be paid in a cash lump sum within 30 days following the Date of Termination.

(ii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of (A) 2.0 (or, if such termination of employment occurs during the two-year period following a Change in Control, then 2.5) multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive in equal installments during the 24-month period (or, if such termination of employment occurs during the two-year period beginning on and following a Change in Control, then the 30-month period) following the Date of Termination (the “Severance Period”) in accordance with the Company’s regular payroll practices for the executive officers of the Company, with the first payment to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and unpaid installments from the Date of Termination to be paid on the payroll date on which the first installment is paid).

(iii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to equal the product of (A) the amount of the Annual Bonus for such fiscal year determined by the Compensation Committee

-5-

based on the Company’s actual performance for such fiscal year (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus), multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination in the fiscal year of the Company in which the Date of Termination occurs, and the denominator of which is the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder).

(iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 24 months following the Date of Termination (such payment, the “Premium Payment”), which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination.

(v) To the extent not theretofore paid or provided, timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”).

Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company, the Date of Termination occurs during the six-month period immediately preceding the date on which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, and it is reasonably demonstrated by the Executive that such termination of employment was initiated by the acquiror or merger partner in connection with the Change in Control, then for purposes of this Section 5(a), the Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus Severance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

(b) Death or Disability. If, during the Employment Period, the Executive dies or experiences a Disability, then, the Company shall pay or provide, as applicable, the following to the Executive (or, to the extent applicable, the Executive’s estate or beneficiaries): (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which such termination of employment occurs), (iii) the Premium Payment and (iv) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), 5(a)(iv), and 5(a)(v), respectively.

-6-

(c) Retirement. If, during the Employment Period, the Executive’s employment terminates due to the Executive’s Retirement, then, the Company shall pay or provide, as applicable, the following to the Executive (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs) and (iii) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), and 5(a)(v), respectively.

(d) Termination with Cause; Resignation without Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company with Cause or the Executive resigns employment without Good Reason, then the Employment Period shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and the payment or provision of Other Benefits at the time or times specified in Sections 5(a)(i) and 5(a)(v), respectively.

(e) Conditions to Rights and Benefits of the Executive. All rights and benefits to which the Executive may be entitled under this Section 5 (other than the Accrued Obligations and the Other Benefits) shall be subject to the Executive’s continuing compliance with the Restrictive Covenants and to the Executive’s execution and delivery to the Company of a release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within 30 days following the Date of Termination (and non-revocation within the time period set forth therein). If the 30-day period referenced above begins and ends in different taxable years of the Executive, any payments or benefits under this Agreement that constitute nonqualified deferred compensation under Section 409A of the Code and the payment or settlement of which is conditioned on the effectiveness of the Release shall be paid in the later taxable year.

6. Non-Exclusivity of Rights. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice, or program of or any contract or agreement with the Company (including any long-term incentive plan and related grant agreements) at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program, or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a), the Executive shall not be entitled to any severance pay or benefits under any severance plan, program, or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts payable to the Executive under Section 5(a) and such amounts shall not be reduced whether or not the Executive obtains other employment.

8. Restrictive Covenants.

(a) Restrictive Covenant Agreement. By executing this Agreement, the Executive hereby (i) acknowledges and agrees that the Executive is and shall be subject to that certain Non-Competition, Non-Solicitation, and No-Hire Agreement, dated as of the date hereof (the “Restrictive Covenant Agreement”), by and between the Company and the Executive, and (ii) reaffirms and agrees to be bound by the restrictive covenants set forth in the Restrictive

-7-

Covenant Agreement (the “Restrictive Covenants”). Nothing in this Agreement or the Restrictive Covenant Agreement limits the Executive’s ability to communicate with any federal, state, or local governmental agency, commission, or body, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Commission (collectively, a “Governmental Agency”), or self-regulatory organization or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency or self-regulatory organization, without notice to the Company.

(b) Cooperation. The Executive acknowledges and agrees that, during the Restricted Period (as defined in the Restrictive Covenant Agreement), the Executive shall cooperate, in a reasonable and appropriate manner, with the Company and its attorneys in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of the Executive’s employment to the extent the Company pays any and all of the reasonable actual expenses that the Executive incurs in connection with such cooperation, including, but not limited to, expenses incurred for travel and lodging, if any.

9. Certain Reductions in Payments.

(a) Certain Reduction. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. For purposes of all present value determinations required to be made under this Section 9, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32.

(b) Determination. If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (i) cash payments under

-8-

Section 5(a) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (ii) cash payments under Section 5(a) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c) Reasonable Compensation. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on, or after the date of a “change in ownership or control” of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(d) Certain Definitions. The following terms shall have the following meanings for purposes of this Section 9:

(i) “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that employs certified public accountants recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to the Executive, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the “change in ownership or control” for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iv) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(v) “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(e) Survival. The provisions of this Section 9 shall survive the expiration of this Agreement.

-9-

10. Successors.

(a) Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Section 409A of the Code.

(a) General. The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.

-10-

(c) Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

12. Miscellaneous.

(a) Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement, any of the agreements related to this Agreement, or any of the transactions contemplated hereby or thereby.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: To the most recent address on file with the Company

If to the Company:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: General Counsel

-11-

with a copy (which shall not constitute notice) to:

Apollo Management, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention: Matthew Nord

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting the foregoing, effective as of the Effective Date, this Agreement shall supersede and replace the Prior Agreement and the Change of Control Letter Agreement by and between Presidio Holdings Inc. and the Executive, dated as of August 24, 2014, in their entirety.

(e) Waivers and Amendments. This Agreement may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power, or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

(f) Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

-12-

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

PRESIDIO, INC.
By:
	Name:	Elliot Brecher
	Title:	Senior Vice President and General Counsel
EXECUTIVE
Robert Cagnazzi

[Signature Page to Robert Cagnazzi Employment Agreement]

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of All Claims (this “Agreement”) is entered into by and between Robert Cagnazzi (“Employee”) and Presidio, Inc., a Delaware corporation (the “Company”), dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company, as set forth in the signature block at the end of this Agreement (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement, dated as of [Date] (as may have been amended, replaced or supplemented from time to time, the “Employment Agreement”), by and between Employee and the Company as well as any promises set forth in this Agreement, Employee and the Company agree as follows:

1. General Release and Waiver of Claims

For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company and each of the Company’s direct and indirect parents, subsidiaries, affiliated companies, investor funds, affiliated investor funds, and direct and indirect stockholders, members, or investors, as applicable; and each of such entities’ or persons’ successors, assigns, current or former employees, officers, directors, owners, shareholders, members, investors, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs), as applicable.

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Employee’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

A-1

Notwithstanding the foregoing, Employee does not release, discharge or waive any claims related to (a) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Employee of this Agreement (including any applicable termination payments), (b) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by, or covering employees, of a Released Party (including by way of example and without limitation, the Employee’s right to pursue a claim for benefits under any group health plan of a Released Party or covering employees of a Released Party with respect to a claim arising prior to the date of this Agreement), (c) rights to be indemnified and/or advanced expenses under any corporate document of a Released Party, any agreement with any Released Party or pursuant to applicable law, or to be covered under any applicable directors’ and officers’ liability insurance policies, (d) any claim that cannot be waived under applicable law, including any rights to workers’ compensation, and (e) any claim or cause of action to enforce the Employee’s rights under this Agreement (collectively, the “Excluded Obligations”).

2. Release and Waiver of Claims Under the Age Discrimination in Employment Act

Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing, and through this Agreement advise Employee to consult with Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. If ADEA applies to Employee, Employee wishes to waive any and all claims under ADEA that he or she may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Employee further understands that, by signing this Agreement, he or she is in fact waiving, releasing, and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date.

Employee acknowledges that the Company has informed Employee that he or she has, at his or her option, if ADEA applies to Employee, at least 21 days following the date he or she received a copy of this Agreement in which to sign the waiver of this claim under ADEA, which option Employee may waive by signing this Agreement prior to the end of such 21-day period.

Employee also understands that, if ADEA applies to Employee, Employee has seven days following the date on which Employee signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. Employee further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

3. Proceedings

Employee has not filed, and agrees not to initiate or cause to be initiated on his or her behalf, any complaint, charge, claim, or proceeding against the Company or any other Released

A-2

Party before any local, state, or federal agency, court, or other body relating to his or her employment or the termination of his or her employment, other than with respect to the obligations of the Company to Employee under the Employment Agreement that are intended to survive following termination of employment and the execution of this Agreement or with respect to the Excluded Obligations (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. Employee waives any right Employee may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

The foregoing provisions of this Section 3 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Employee from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

4. Survival

Employee acknowledges that the covenants set forth in Section 8(b) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employee’s employment, and that certain Non-Competition, Non-Solicitation and No-Hire Agreement, dated as of [Date], by and between the Company and Employee, shall, pursuant to their terms, survive Employee’s execution of this Agreement.

5. Remedies

If Employee initiates or voluntarily participates in any Proceeding, if Employee fails to abide by any of the terms of this Agreement, or if Employee revokes the ADEA release contained in Section 2 of this Agreement within the seven-day period provided under Section 2 (if ADEA applies to Employee), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement, without waiving the release granted herein. Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections 1, 2, and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his or her violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Employee may have under ADEA.

Employee understand that, by entering into this Agreement, Employee will be limiting the availability of certain remedies that he or she may have against the Released Parties and limiting also his or her ability to pursue certain claims against the Released Parties.

A-3

6. Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

7. Nonadmission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Employee, the Company, or any of the Released Parties.

8. Acknowledgement

Employee acknowledges that, before entering into this Agreement, Employee has had sufficient time to consider the terms of this Agreement and to consult with an attorney or other advisor of Employee’s choice, and that this provision constitutes advice from the Company to do so if Employee chooses. Employee further acknowledges that Employee has entered into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein and in the Employment Agreement. Employee further acknowledges that Employee has read this Agreement and understands all of its terms, including the waiver of rights set forth herein.

9. Governing Law

The validity, interpretation, construction, and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.

10. Jurisdiction

Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits for himself, herself, or itself in any Proceeding relating to this Agreement or Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any Proceeding, to the exclusive jurisdiction of the courts of the State of Delaware, or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he, she, or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail),

A-4

postage prepaid, to such party at his, her, or its address as provided in Section 12(b) of the Employment Agreement; and (d) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS, AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

A-5

IN WITNESS WHEREOF, Employee has executed this Release as of the date set forth below.

EMPLOYEE

Name: Robert Cagnazzi

Address:

Dated:                      (the “Effective Date”) (which date shall not be earlier than the date of termination of employment)

RECEIVED, ACKNOWLEDGED, AND ACCEPTED
this      day of             , 20
PRESIDIO, INC.
By:
	Name:
	Title:

[Signature Page to General Release of All Claims]

EX-10.22

Exhibit 10.22

EMPLOYMENT AGREEMENT

This Employment Agreement (hereinafter referred to as the “Agreement”) is entered into by and between Paul Fletcher, an individual (hereinafter referred to as “Executive”), and Presidio, Inc., a Delaware corporation (hereinafter referred to as the “Company”), as successor to Integrated Solutions LLC, a Delaware Corporation, as of September 30, 2010.

BACKGROUND

Executive is a current employee of the Company, and Executive does not have a current Employment Agreement. It is the express intention of the Company and Executive that this Agreement reflect the terms of Executive’s employment.

AGREEMENT

1. Employment by the Company and Duration.

(a) Full Time and Best Efforts. Subject to the terms set forth herein, the Company hereby employs Executive to provide management services for the Company as Chief Financial Officer for the Company, and Executive hereby accepts such employment. During the Executive’s employment with the Company, Executive will devote his best efforts and substantially all of his business time and attention to the performance of his duties hereunder, except for vacation periods as set forth herein and reasonable absences due to injury or illness if permitted by the employment policies and practices of the Company applicable generally to executive-level employees of the Company as in effect from time to time (collectively, the “General Policies”) or participating in normal civic, charitable or religious activities.

(b) Duties. Executive shall serve as Chief Financial Officer of the Company and shall perform such duties as generally required of persons in the positions of Chief Financial Officer as well as such other reasonable duties required by the Chief Executive Officer of the Company. Executive shall report directly to the Chief Executive Officer. Subject to the oversight of the Chief Executive Officer, Executive shall have overall financial management responsibility for the Company’s operations and its acquisitions.

(c) Term of Employment. The term of Executive’s employment hereunder shall commence on September 30, 2010 (the “Effective Date”), and shall continue for eighteen (18) months from the Effective Date, and such period shall be automatically extended for successive eighteen month

periods upon each monthly anniversary of the Effective Date, thus retaining an on-going eighteen month term for this Agreement (as so extended from time to time, the “Term”), unless Executive’s employment is terminated in accordance with the provisions of this Agreement. The Executive and the Company understand that the Executive may resign, or the Company may terminate the Term and Executive’s employment with the Company, at will at any time for any reason, subject to Section 3 below.

(d) Locations of Performance. Executive shall carry out his responsibilities as Chief Financial Officer in the vicinity of Greenbelt Maryland. Executive’s responsibility will require frequent travel in accordance with the legitimate business needs of the Company.

2. Compensation Benefits.

(a) Salary. Commencing on September 30, 2010, Executive shall receive annual base compensation (“Base Salary”) of $400,000.00. All other increases in Base Salary shall be made in the sole discretion of the Chief Executive Officer and the Compensation Committee of the Board. All payments of Base Salary shall be made at the times required by the General Policies.

(b) Bonus. Executive shall be eligible to receive an annual bonus at the end of each fiscal year equal to at least 50% of the Employee’s then existing base salary (“Target Bonus”) if the Company meets objectives determined by the Chief Executive Officer and/or the Compensation Committee of the Board in their discretion (after consultation with the Executive). Executive’s annual bonus shall be paid by the Company at the same time the annual bonus is paid to other executive officers; provided that such bonus shall be paid no later than October 15 of the calendar year in which such fiscal year ends. Such objectives shall be determined by the Chief Executive Officer and/or the Compensation Committee of the Board on the earlier of (i) July 31 of such fiscal year or (ii) the date on which the Company’s budget for such fiscal year is approved by the Board.

(c) Fringe Benefits; Participation in Benefit Plans; Vacation. During the Executive’s employment with the Company, and otherwise in accordance with Section 3 of this Agreement, Executive shall be entitled to the benefits of such group medical, disability and term life insurance and participate in such benefit plans and programs made available by the Company to executive-level employees generally (collectively, the “Plans”). Executive shall be entitled to three (3) weeks paid vacation each calendar year during Executive’s employment.

-2-

(d) Withholding. The Company may withhold from the Executive’s compensation all applicable amounts required by law.

(e) Relocation. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Executive in connection with any relocation (including airfare, moving and temporary living expenses and mortgage expenses not to exceed three points) in accordance with the General Policies in the event the Company requires Executive to relocate his permanent residence from one Permanent Location to any other Permanent Location.

(f) Reasonable Business Expenses. Executive shall be reimbursed for documented and reasonable business expenses in connection with the performance of his duties hereunder in accordance with the Company’s General Policies.

3. Termination of Employment. The date on which Executive’s employment hereunder terminates, under any of the following circumstances, shall be defined herein as the “Termination Date.” Unless otherwise provided below, the Termination Date shall be ten (10) days following the date upon which notice of termination is given (or in the case of a termination by reason of Executive’s death, the date of Executive’s death).

(a) Termination Without Cause; Termination upon a Fundamental Change.

(i) Termination Without Cause. In the event Executive’s employment with the Company is terminated by the Company without Cause (as defined in Section 3(b) below), Executive shall be entitled to receive (i) any Base Salary, unpaid expense reimbursements and accrued benefits under the Plans through the Termination Date, (ii) Executive’s then existing Base Salary for a period of eighteen (18) months following termination of employment to be paid semi-annually in advance with payment of the first installment made within 10 days following termination of employment and future payments on each semi-annual anniversary of termination (iii) the continuation of company paid medical, dental and disability benefits provided under the Plans for a period of six (6) months in the form of Company paid premiums allocable to such coverage on a monthly basis, with additional monthly cash payments to Executive to the extent the coverage is taxable to Executive in an amount sufficient to cover any taxes on the premiums and such additional cash payments, provided, however, that in the event that under the terms of the Plans the Executive cannot continue to participate during such six-month term, the

-3-

Company will coordinate in good faith with the Executive to provide through COBRA, acquisition of alternative individual policies or otherwise substantially equivalent coverage for the Executive on a similar cost basis to the Company and (iv) a bonus in an amount equal to one (1) times the Bonus from the prior year, provided however, that such bonus shall be paid pro-rata on a monthly basis during the twelve (12) months following the termination of employment.

(ii) Termination upon Fundamental Changes. In the event that Executive voluntarily terminates his employment with the Company within sixty (60) days following the occurrence of a Fundamental Change (as defined below), Executive shall be entitled to receive (i) any Base Salary, unpaid expense reimbursements and accrued benefits under the Plans through the Termination Date, (ii) Executive’s then existing Base Salary for a period of eighteen (18) months following termination of employment to be paid semi-annually in advance with payment of the first installment made within 10 days following termination of employment and future payments on each semi-annual anniversary of termination, (iii) the continuation of Company paid medical, dental and disability benefits provided under the Plans for a period of six (6) months in the form of Company paid premiums allocable to such coverage on a monthly basis, with additional monthly cash payments to Executive to the extent the coverage is taxable to Executive in an amount sufficient to cover any taxes on the premiums and such additional cash payments, provided, however, that in the event that under the terms of the Plans the Executive cannot continue to participate during such six month term, the Company will coordinate in good faith with the Executive to provide through COBRA, acquisition of alternative individual policies or otherwise substantially equivalent coverage for the Executive on a similar cost basis to the Company and (iv) a bonus in an amount equal to one (1) times the Target Bonus; provided however, that such bonus shall be paid pro-rata on a monthly basis during the twelve (12) months following the termination of employment. Executive shall provide the Company ten (10) days’ written notice prior to any such termination, and the Company shall have a reasonable period of time not to exceed thirty (30) days to cure such Fundamental Change. “Fundamental Change” shall be defined as (a) any material diminution in the Executive’s duties, authority and/or responsibility without his prior written consent; or (b) any material breach by the Company of any material obligation under this Agreement.

-4-

(b) Termination for Cause. In the event that Executive’s employment with the Company is terminated by the Company for Cause, Executive shall be entitled to receive any Base Salary, unpaid expense reimbursements and accrued benefits under the Plans through the Termination Date. For purposes of this Agreement, “Cause” means the occurrence or existence of any of the following with respect to Executive, as determined in good faith by the Board: (a) any act of material dishonesty or material misappropriation, embezzlement, intentional fraud or similar conduct involving the Company; (b) the conviction or the plea of nolo contendere, guilty or the equivalent with respect to a felony charge involving moral turpitude; (c) any intentional damage of a material nature to any property of the Company; (d) conduct by Executive which constitutes gross misconduct or gross negligence in serving in his capacity as an employee of the Company; (e) any material failure by Executive to follow the lawful written Board actions which had been communicated to Executive or to perform his job responsibilities and duties to the Company; or (f) any material breach by Executive of any material obligation under this Agreement or fiduciary duties to the Company (provided, however, that the Company shall provide Executive written notice of such breach of this Agreement or failure to follow lawful written Board Action).

(c) Termination Upon Disability. In the event Executive suffers a disability that renders Executive unable to perform the essential functions of his position, even with reasonable accommodation, for more than 180 days, whether or not consecutive, within any twelve (12) month period (“Disability”), and Executive’s employment is terminated by the Company or Executive as a result, Executive shall be entitled to receive (i) any Base Salary, unpaid expense reimbursements and accrued benefits under the Plans through the Termination Date, (ii) Executive’s then existing Base Salary for a period of one year following termination of employment to be paid in advance within 10 days following termination of employment, (iii) the continuation of company paid medical, dental, disability and life insurance benefits provided under the Plans for a period of one year in the form of Company paid premiums allocable to such coverage on a monthly basis, with additional monthly cash payments to Executive to the extent the coverage is taxable to Executive in an amount sufficient to cover any taxes on the premiums and such additional cash payments, provided, however, that in the event that under the terms of the Plans the Executive cannot continue to participate during such one year term, the Company

-5-

will coordinate in good faith with the Executive to provide through COBRA, acquisition of alternative individual policies or otherwise substantially equivalent coverage for the Executive on a similar cost basis to the Company and (iv) a bonus in an amount equal to the actual bonus paid in the year prior to the termination of employment; provided however, that such bonus shall be paid pro-rata on a monthly basis during the twelve (12) months following the termination of employment.

(d) Termination Upon Death. In the event of the death of the Executive during his employment with the Company under this Agreement, the Executive’s estate shall be entitled to receive (i) any Base Salary, unpaid expense reimbursements and accrued benefits under the Plans through the Termination Date, (ii) Executive’s then existing Base Salary for a period of one year following termination of employment to be paid in advance within 10 days following termination of employment, (iii) the continuation of company paid medical, dental and disability benefits provided under the Plans for Executive’s beneficiaries covered at the time of the death of Executive for a period of one year in the form of Company paid premiums allocable to such coverage on a monthly basis, with additional monthly cash payments to Executive’s beneficiaries to the extent the coverage is taxable to such beneficiaries in an amount sufficient to cover any taxes on the premiums and such additional cash payments, provided, however, that in the event that under the terms of the Plans Executive’s beneficiaries cannot continue to participate during such one-year term, the Company will coordinate in good faith with the beneficiaries to provide through COBRA, acquisition of alternative individual policies or otherwise substantially equivalent coverage for the beneficiaries on a similar cost basis to the Company, and (iv) a bonus in an amount equal to the actual bonus paid in the year prior to the termination of employment, provided however, that such bonus shall be paid pro-rata on a monthly basis during the twelve (12) months following the termination of employment.

4. Executive’s Representations and Warranties.

(a) Executive represents and warrants that Executive is not a party to any other employment agreement, noncompetition agreement or other agreement which restriction could interfere with Executive’s employment with the Company or Executive’s or the Company’s rights and obligations hereunder and that Executive’s continued employment with the Company and the performance of Executive’s duties hereunder will not breach the provisions of any contract, agreement or understanding to which Executive is party or any duty owed by Executive to any other person.

-6-

5. Miscellaneous.

(a) Successors and Assigns. The provisions hereof shall be binding upon and inure to the benefit of the Company’s successors and assigns.

(b) Entire Agreement Amendments. This Agreement, the Vesting Agreement between Executive and the Company, as amended from time to time, the Noncompetition and Nonsolicitation Agreement, between the Executive and the Company, as amended from time to time, and the agreements between the Executive and the Company with respect to the equity or rights to equity held by Executive in the Company constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and supersedes in their entirety all other or prior agreements, whether oral or written, with respect thereto. The respective rights and obligations of the Company and Executive may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely) or amended only with the written consent of a duly authorized representative of the Company and by the Executive.

(c) Notices. All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by electronic mail (with a confirmation copy sent by one of the other methods authorized in this Section), reputable commercial overnight delivery service (including Federal Express and U.S. Postal Service overnight delivery service) or deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to the Company, addressed to:

[    ]

If to Executive:

Paul Fletcher

[    ]

Notices shall be deemed given upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by electronic mail, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business

-7-

day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial courier if sent by commercial overnight delivery service; or (iv) the fifth day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance therewith may specify a different address for the giving of any notice hereunder.

(d) Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware (without giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).

(e) Consent to Jurisdiction.

(i) EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE DISTRICT COURT FOR THE STATE OF DELAWARE, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.

(ii) EACH PARTY HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS DESCRIBED ABOVE AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO RESOLVE ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION 5(E) OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF.

(iii) EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 5(C) OF THIS AGREEMENT.

-8-

(f) Equitable Remedies. The parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, and that money damages are an inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its terms or conditions or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement by the other party hereto and to enforce specifically such terms and provisions of this Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other party is entitled to at law or in equity.

(g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, ANY OF THE RELATED AGREEMENTS, DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(h) Severability; Titles and Subtitles; Gender; Singular and Plural; Counterparts: Facsimile.

(i) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

(ii) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

(iii) The use of any gender in this Agreement shall be deemed to include the other genders, and the use of the singular in this Agreement shall be deemed to include the plural (and vice versa), wherever appropriate.

(iv) This Agreement may be executed by the parties in separate counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

-9-

(v) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by electronic transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.

[Remainder of page intentionally blank, signature page follows]

-10-

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date and year first written above.

INTEGRATED SOLUTIONS LLC		EXECUTIVE:
By:	/s/ Joel Schleicher	/s/ Paul Fletcher
	Joel Schleicher	Paul Fletcher

EX-10.23

Exhibit 10.23

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and David Hart (the “Executive”).

WHEREAS, the Executive is party to an Offer Letter, dated as of January 10, 2006 (the “Prior Agreement”), by and between Presidio LLC, a Georgia limited liability company (a successor to Integrated Solutions, Inc.) and indirect, wholly owned subsidiary of the Company, and the Executive; and

WHEREAS, the Company desires to employ the Executive in an executive capacity on the terms and subject to the conditions, and for the consideration set forth herein, and the Executive desires to remain employed by the Company and its affiliates on such terms, subject to such conditions, and for such consideration.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby agreed by the Company and the Executive as follows:

1. Employment Period. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date (the “Employment Period”); provided that, commencing on such anniversary and on each subsequent anniversary of the Effective Date (each such anniversary, a “Renewal Date”), unless earlier terminated, the Employment Period shall be automatically extended so as to terminate on the first anniversary of such Renewal Date, unless, at least 90 days prior to a Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended; and provided, further, that, upon a Change in Control (as defined in the Presidio, Inc. 2017 Long-Term Incentive Plan as in effect on the Effective Date), unless earlier terminated, the Employment Period shall automatically be extended to the date that is two years from the date of the consummation of the Change in Control (subject to renewal thereafter as set forth above). Notwithstanding the foregoing, the Employment Period shall immediately expire upon any termination of the Executive’s employment with the Company pursuant to Section 4.

2. Position and Duties.

(a) Position. During the Employment Period, the Executive shall serve as Executive Vice President and Chief Operating Officer of the Company and shall report to the Chief Executive Officer of the Company.

(b) Duties. During the Employment Period, the Executive shall have such responsibilities, duties, and authority that are customary for the Executive’s position, subject at all times to the control of the Board of Directors of the Company (the “Board”), and shall perform such services as customarily are provided by an executive of a corporation with the Executive’s position and such other services consistent with the Executive’s position, as shall be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the

Company. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of the Executive’s business time to the business and affairs of the Company. The Executive shall be entitled to engage in charitable and educational activities and to manage the Executive’s personal and family investments, to the extent such activities are not competitive with the business of the Company, do not materially interfere with the performance of the Executive’s duties for the Company, and are otherwise consistent with the Company’s governance policies.

(c) Location. During the Term, the Executive shall be based at the Company’s offices in Boston, Massachusetts, subject to reasonable business travel at the Company’s request.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Base Salary”) of no less than $600,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the “Compensation Committee”), and may be increased but not decreased.

(b) Annual Bonus. During the Employment Period, the Executive shall be eligible to receive an annual bonus (an “Annual Bonus”) pursuant to the Presidio, Inc. Executive Bonus Plan (or any successor thereto) (the “Annual Bonus Plan”) with respect to each fiscal year of the Company as determined by the Compensation Committee in its discretion and subject to the achievement of performance targets or goals to be established by the Compensation Committee in its discretion with respect to such fiscal year. The Executive’s target Annual Bonus opportunity for each fiscal year during the Employment Period shall be 80% of the Base Salary (the “Target Annual Bonus”). The Target Annual Bonus opportunity may be increased but not decreased in the sole discretion of the Compensation Committee. Any earned Annual Bonus shall be paid to the Executive pursuant to the terms of the Annual Bonus Plan; provided, however, that any such Annual Bonus for a fiscal year shall be paid to the Executive no later than the 15th day of the third month following the end of such fiscal year, unless the Company or the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Employee Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit and perquisite plans, practices, policies, and programs generally applicable to employees of the Company on substantially the same terms applicable to similarly situated senior executives of the Company from time to time.

(d) Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties in accordance with the Company’s policies applicable to similarly situated senior executives of the Company from time to time.

(e) Vacation and Paid Time Off. During the Employment Period, the Executive shall be entitled to paid vacation and paid time off in accordance with the plans, policies, programs, and practices of the Company as in effect with respect to similarly situated senior executives of the Company from time to time.

-2-

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b). In such event, the Executive’s employment with the Company shall terminate. For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company for either (i) 180 consecutive calendar days or (ii) 180 total days during any period of 365 consecutive calendar days, in each case, due to a disability or other incapacity that renders the Executive physically or mentally unable to perform substantially all of the Executive’s duties and responsibilities hereunder, which disability or other incapacity is determined to be permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) With or without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

-3-

(c) With or without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 20 miles from the Executive’s principal office as of the Effective Date; or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.

(d) Retirement. The Executive’s employment may be terminated by the Executive upon the Executive’s Retirement. For purposes of this Agreement, “Retirement” means the Executive’s termination of employment at a time when the Executive has (i) attained age 65 or (ii) attained age 55 and the sum of the Executive’s age and years of employment or service to the Company or its subsidiaries (or its predecessors and successors) equals or exceeds 65.

(e) Notice of Termination. Any termination by the Company with or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated through a Notice of Termination to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by the Company with Cause or without Cause, or by the Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be (except that in the case of a termination by the Executive, the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), and (ii) if the Executive dies or experiences Disability, the Date of Termination shall be the date of death of the Executive or the determination of the Disability, as the case may be.

-4-

(g) Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board or the board of directors of any of the Company’s affiliates, or holds any other position with the Company or its affiliates, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The Executive agrees to execute such documents and take such other actions as the Company may reasonably request to reflect such resignation.

5. Obligations of the Company upon Termination of Employment.

(a) Termination without Cause; Resignation with Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive resigns employment with Good Reason, then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the applicable provisions of Section 12 below):

(i) An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be paid in a cash lump sum within 30 days following the Date of Termination.

(ii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of (A) 1.5 multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive in equal installments during the 18-month period following the Date of Termination (the “Severance Period”) in accordance with the Company’s regular payroll practices for the executive officers of the Company, with the first payment to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and unpaid installments from the Date of Termination to be paid on the payroll date on which the first installment is paid).

(iii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to equal the product of (A) the amount of the Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus), multiplied by (B) a fraction, the numerator of which is the number of days that

-5-

have elapsed through the Date of Termination in the fiscal year of the Company in which the Date of Termination occurs, and the denominator of which is the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder).

(iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 18 months following the Date of Termination (such payment, the “Premium Payment”), which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination.

(v) To the extent not theretofore paid or provided, timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”).

Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company, the Date of Termination occurs during the six-month period immediately preceding the date on which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, and it is reasonably demonstrated by the Executive that such termination of employment was initiated by the acquiror or merger partner in connection with the Change in Control, then for purposes of this Section 5(a), the Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus Severance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

(b) Death or Disability. If, during the Employment Period, the Executive dies or experiences a Disability, then, the Company shall pay or provide, as applicable, the following to the Executive (or, to the extent applicable, the Executive’s estate or beneficiaries): (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which such termination of employment occurs), (iii) the Premium Payment and (iv) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), 5(a)(iv), and 5(a)(v), respectively.

(c) Retirement. If, during the Employment Period, the Executive’s employment terminates due to the Executive’s Retirement, then, the Company shall pay or provide, as applicable, the following to the Executive (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs) and (iii) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), and 5(a)(v), respectively.

-6-

(d) Termination with Cause; Resignation without Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company with Cause or the Executive resigns employment without Good Reason, then the Employment Period shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and the payment or provision of Other Benefits at the time or times specified in Sections 5(a)(i) and 5(a)(v), respectively.

(e) Conditions to Rights and Benefits of the Executive. All rights and benefits to which the Executive may be entitled under this Section 5 (other than the Accrued Obligations and the Other Benefits) shall be subject to the Executive’s continuing compliance with the Restrictive Covenants and to the Executive’s execution and delivery to the Company of a release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within 30 days following the Date of Termination (and non-revocation within the time period set forth therein). If the 30-day period referenced above begins and ends in different taxable years of the Executive, any payments or benefits under this Agreement that constitute nonqualified deferred compensation under Section 409A of the Code and the payment or settlement of which is conditioned on the effectiveness of the Release shall be paid in the later taxable year.

6. Non-Exclusivity of Rights. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice, or program of or any contract or agreement with the Company (including any long-term incentive plan and related grant agreements) at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program, or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a), the Executive shall not be entitled to any severance pay or benefits under any severance plan, program, or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts payable to the Executive under Section 5(a) and such amounts shall not be reduced whether or not the Executive obtains other employment.

8. Restrictive Covenants.

(a) Restrictive Covenant Agreement. By executing this Agreement, the Executive hereby (i) acknowledges and agrees that the Executive is and shall be subject to that certain Non-Competition, Non-Solicitation, and No-Hire Agreement, dated as of the date hereof (the “Restrictive Covenant Agreement”), by and between the Company and the Executive, and (ii) reaffirms and agrees to be bound by the restrictive covenants set forth in the Restrictive Covenant Agreement (the “Restrictive Covenants”). Nothing in this Agreement or the Restrictive Covenant Agreement limits the Executive’s ability to communicate with any federal, state, or local governmental agency, commission, or body, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and

-7-

Health Administration, and the Securities and Exchange Commission (collectively, a “Governmental Agency”), or self-regulatory organization or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency or self-regulatory organization, without notice to the Company.

(b) Cooperation. The Executive acknowledges and agrees that, during the Restricted Period (as defined in the Restrictive Covenant Agreement), the Executive shall cooperate, in a reasonable and appropriate manner, with the Company and its attorneys in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of the Executive’s employment to the extent the Company pays any and all of the reasonable actual expenses that the Executive incurs in connection with such cooperation, including, but not limited to, expenses incurred for travel and lodging, if any.

9. Certain Reductions in Payments.

(a) Certain Reduction. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. For purposes of all present value determinations required to be made under this Section 9, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32.

(b) Determination. If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (i) cash payments under Section 5(a) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (ii) cash payments under Section 5(a) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

-8-

(c) Reasonable Compensation. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on, or after the date of a “change in ownership or control” of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(d) Certain Definitions. The following terms shall have the following meanings for purposes of this Section 9:

(i) “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that employs certified public accountants recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to the Executive, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the “change in ownership or control” for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iv) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(v) “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(e) Survival. The provisions of this Section 9 shall survive the expiration of this Agreement.

-9-

10. Successors.

(a) Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Section 409A of the Code.

(a) General. The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.

-10-

(c) Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

12. Miscellaneous.

(a) Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement, any of the agreements related to this Agreement, or any of the transactions contemplated hereby or thereby.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: To the most recent address on file with the Company

If to the Company:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: General Counsel

-11-

with a copy (which shall not constitute notice) to:

Apollo Management, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention: Matthew Nord

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting the foregoing, effective as of the Effective Date, this Agreement shall supersede and replace the Prior Agreement in its entirety.

(e) Waivers and Amendments. This Agreement may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power, or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

(f) Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

-12-

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

PRESIDIO, INC.
By:
	Name:	Elliot Brecher
	Title:	Senior Vice President and General Counsel
EXECUTIVE
David Hart

[Signature Page to Hart Employment Agreement]

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of All Claims (this “Agreement”) is entered into by and between David Hart (“Employee”) and Presidio, Inc., a Delaware corporation (the “Company”), dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company, as set forth in the signature block at the end of this Agreement (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement, dated as of [Date] (as may have been amended, replaced or supplemented from time to time, the “Employment Agreement”), by and between Employee and the Company as well as any promises set forth in this Agreement, Employee and the Company agree as follows:

1. General Release and Waiver of Claims

For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company and each of the Company’s direct and indirect parents, subsidiaries, affiliated companies, investor funds, affiliated investor funds, and direct and indirect stockholders, members, or investors, as applicable; and each of such entities’ or persons’ successors, assigns, current or former employees, officers, directors, owners, shareholders, members, investors, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs), as applicable.

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Employee’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

A-1

Notwithstanding the foregoing, Employee does not release, discharge or waive any claims related to (a) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Employee of this Agreement (including any applicable termination payments), (b) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by, or covering employees, of a Released Party (including by way of example and without limitation, the Employee’s right to pursue a claim for benefits under any group health plan of a Released Party or covering employees of a Released Party with respect to a claim arising prior to the date of this Agreement), (c) rights to be indemnified and/or advanced expenses under any corporate document of a Released Party, any agreement with any Released Party or pursuant to applicable law, or to be covered under any applicable directors’ and officers’ liability insurance policies, (d) any claim that cannot be waived under applicable law, including any rights to workers’ compensation, and (e) any claim or cause of action to enforce the Employee’s rights under this Agreement (collectively, the “Excluded Obligations”).

2. Release and Waiver of Claims Under the Age Discrimination in Employment Act

Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing, and through this Agreement advise Employee to consult with Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. If ADEA applies to Employee, Employee wishes to waive any and all claims under ADEA that he or she may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Employee further understands that, by signing this Agreement, he or she is in fact waiving, releasing, and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date.

Employee acknowledges that the Company has informed Employee that he or she has, at his or her option, if ADEA applies to Employee, at least 21 days following the date he or she received a copy of this Agreement in which to sign the waiver of this claim under ADEA, which option Employee may waive by signing this Agreement prior to the end of such 21-day period.

Employee also understands that, if ADEA applies to Employee, Employee has seven days following the date on which Employee signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. Employee further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

3. Proceedings

Employee has not filed, and agrees not to initiate or cause to be initiated on his or her behalf, any complaint, charge, claim, or proceeding against the Company or any other Released

A-2

Party before any local, state, or federal agency, court, or other body relating to his or her employment or the termination of his or her employment, other than with respect to the obligations of the Company to Employee under the Employment Agreement that are intended to survive following termination of employment and the execution of this Agreement or with respect to the Excluded Obligations (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. Employee waives any right Employee may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

The foregoing provisions of this Section 3 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Employee from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

4. Survival

Employee acknowledges that the covenants set forth in Section 8(b) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employee’s employment, and that certain Non-Competition, Non-Solicitation and No-Hire Agreement, dated as of [Date], by and between the Company and Employee, shall, pursuant to their terms, survive Employee’s execution of this Agreement.

5. Remedies

If Employee initiates or voluntarily participates in any Proceeding, if Employee fails to abide by any of the terms of this Agreement, or if Employee revokes the ADEA release contained in Section 2 of this Agreement within the seven-day period provided under Section 2 (if ADEA applies to Employee), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement, without waiving the release granted herein. Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections 1, 2, and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his or her violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Employee may have under ADEA.

Employee understand that, by entering into this Agreement, Employee will be limiting the availability of certain remedies that he or she may have against the Released Parties and limiting also his or her ability to pursue certain claims against the Released Parties.

A-3

6. Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

7. Nonadmission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Employee, the Company, or any of the Released Parties.

8. Acknowledgement

Employee acknowledges that, before entering into this Agreement, Employee has had sufficient time to consider the terms of this Agreement and to consult with an attorney or other advisor of Employee’s choice, and that this provision constitutes advice from the Company to do so if Employee chooses. Employee further acknowledges that Employee has entered into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein and in the Employment Agreement. Employee further acknowledges that Employee has read this Agreement and understands all of its terms, including the waiver of rights set forth herein.

9. Governing Law

The validity, interpretation, construction, and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.

10. Jurisdiction

Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits for himself, herself, or itself in any Proceeding relating to this Agreement or Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any Proceeding, to the exclusive jurisdiction of the courts of the State of Delaware, or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he, she, or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail),

A-4

postage prepaid, to such party at his, her, or its address as provided in Section 12(b) of the Employment Agreement; and (d) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS, AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

A-5

IN WITNESS WHEREOF, Employee has executed this Release as of the date set forth below.

EMPLOYEE

Name: David Hart

Address:

Dated:                      (the “Effective Date”) (which date shall not be earlier than the date of termination of employment)

RECEIVED, ACKNOWLEDGED, AND ACCEPTED
this      day of             , 20
PRESIDIO, INC.
By:
	Name:
	Title:

[Signature Page to General Release of All Claims]

EX-10.24

Exhibit 10.24

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and Elliot Brecher (the “Executive”).

WHEREAS, the Executive is party to an Offer Letter, dated as of June 26, 2015 (the “Prior Agreement”), by and between Presidio LLC, a Georgia limited liability company and indirect, wholly owned subsidiary of the Company, and the Executive; and

WHEREAS, the Company desires to employ the Executive in an executive capacity on the terms and subject to the conditions, and for the consideration set forth herein, and the Executive desires to remain employed by the Company and its affiliates on such terms, subject to such conditions, and for such consideration.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby agreed by the Company and the Executive as follows:

1. Employment Period. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date (the “Employment Period”); provided that, commencing on such anniversary and on each subsequent anniversary of the Effective Date (each such anniversary, a “Renewal Date”), unless earlier terminated, the Employment Period shall be automatically extended so as to terminate on the first anniversary of such Renewal Date, unless, at least 90 days prior to a Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended; and provided, further, that, upon a Change in Control (as defined in the Presidio, Inc. 2017 Long-Term Incentive Plan as in effect on the Effective Date), unless earlier terminated, the Employment Period shall automatically be extended to the date that is two years from the date of the consummation of the Change in Control (subject to renewal thereafter as set forth above). Notwithstanding the foregoing, the Employment Period shall immediately expire upon any termination of the Executive’s employment with the Company pursuant to Section 4.

2. Position and Duties.

(a) Position. During the Employment Period, the Executive shall serve as Senior Vice President and General Counsel of the Company and shall report to the Chief Executive Officer of the Company.

(b) Duties. During the Employment Period, the Executive shall have such responsibilities, duties, and authority that are customary for the Executive’s position, subject at all times to the control of the Board of Directors of the Company (the “Board”), and shall perform such services as customarily are provided by an executive of a corporation with the Executive’s position and such other services consistent with the Executive’s position, as shall be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the Company. During the Employment Period, and excluding any periods of vacation and sick leave

to which the Executive is entitled, the Executive agrees to devote all of the Executive’s business time to the business and affairs of the Company. The Executive shall be entitled to engage in charitable and educational activities and to manage the Executive’s personal and family investments, to the extent such activities are not competitive with the business of the Company, do not materially interfere with the performance of the Executive’s duties for the Company, and are otherwise consistent with the Company’s governance policies.

(c) Location. During the Term, the Executive shall be based at the Company’s offices in New York, New York, subject to reasonable business travel at the Company’s request.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Base Salary”) of no less than $340,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the “Compensation Committee”), and may be increased but not decreased.

(b) Annual Bonus. During the Employment Period, the Executive shall be eligible to receive an annual bonus (an “Annual Bonus”) pursuant to the Presidio, Inc. Executive Bonus Plan (or any successor thereto) (the “Annual Bonus Plan”) with respect to each fiscal year of the Company as determined by the Compensation Committee in its discretion and subject to the achievement of performance targets or goals to be established by the Compensation Committee in its discretion with respect to such fiscal year. The Executive’s target Annual Bonus opportunity for each fiscal year during the Employment Period shall be 35% of the Base Salary (the “Target Annual Bonus”). The Target Annual Bonus opportunity may be increased but not decreased in the sole discretion of the Compensation Committee. Any earned Annual Bonus shall be paid to the Executive pursuant to the terms of the Annual Bonus Plan; provided, however, that any such Annual Bonus for a fiscal year shall be paid to the Executive no later than the 15th day of the third month following the end of such fiscal year, unless the Company or the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Employee Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit and perquisite plans, practices, policies, and programs generally applicable to employees of the Company on substantially the same terms applicable to similarly situated senior executives of the Company from time to time.

(d) Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties in accordance with the Company’s policies applicable to similarly situated senior executives of the Company from time to time.

(e) Vacation and Paid Time Off. During the Employment Period, the Executive shall be entitled to paid vacation and paid time off in accordance with the plans, policies, programs, and practices of the Company as in effect with respect to similarly situated senior executives of the Company from time to time.

-2-

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b). In such event, the Executive’s employment with the Company shall terminate. For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company for either (i) 180 consecutive calendar days or (ii) 180 total days during any period of 365 consecutive calendar days, in each case, due to a disability or other incapacity that renders the Executive physically or mentally unable to perform substantially all of the Executive’s duties and responsibilities hereunder, which disability or other incapacity is determined to be permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) With or without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

(c) With or without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement,

-3-

“Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 20 miles from the Executive’s principal office as of the Effective Date or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.

(d) Retirement. The Executive’s employment may be terminated by the Executive upon the Executive’s Retirement. For purposes of this Agreement, “Retirement” means the Executive’s termination of employment at a time when the Executive has (i) attained age 65 or (ii) attained age 55 and the sum of the Executive’s age and years of employment or service to the Company or its subsidiaries (or its predecessors and successors) equals or exceeds 65.

(e) Notice of Termination. Any termination by the Company with or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated through a Notice of Termination to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by the Company with Cause or without Cause, or by the Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be (except that in the case of a termination by the Executive, the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), and (ii) if the Executive dies or experiences Disability, the Date of Termination shall be the date of death of the Executive or the determination of the Disability, as the case may be.

-4-

(g) Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board or the board of directors of any of the Company’s affiliates, or holds any other position with the Company or its affiliates, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The Executive agrees to execute such documents and take such other actions as the Company may reasonably request to reflect such resignation.

5. Obligations of the Company upon Termination of Employment.

(a) Termination without Cause; Resignation with Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive resigns employment with Good Reason, then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the applicable provisions of Section 12 below):

(i) An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be paid in a cash lump sum within 30 days following the Date of Termination.

(ii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the Executive’s Base Salary in effect immediately prior to such termination of employment (the “Severance Amount”), and, solely if such termination of employment occurs during the two-year period following a Change in Control, an amount equal to the Executive’s Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amounts shall be paid to the Executive in equal installments during the 12-month period following the Date of Termination (the “Severance Period”) in accordance with the Company’s regular payroll practices for the executive officers of the Company, with the first payment to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and unpaid installments from the Date of Termination to be paid on the payroll date on which the first installment is paid).

(iii) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to equal the product of (A) the amount of the Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus), multiplied by (B) a fraction, the numerator of which is the number of days that have elapsed through the Date of Termination in the fiscal year of the Company in which the Date of Termination occurs, and the denominator of which is the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder).

-5-

(iv) Subject to Section 5(e) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 12 months following the Date of Termination (such payment, the “Premium Payment”), which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination.

(v) To the extent not theretofore paid or provided, timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”).

Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company, the Date of Termination occurs during the six-month period immediately preceding the date on which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, and it is reasonably demonstrated by the Executive that such termination of employment was initiated by the acquiror or merger partner in connection with the Change in Control, then for purposes of this Section 5(a), the Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Severance Amount is paid during such period.

(b) Death or Disability. If, during the Employment Period, the Executive dies or experiences a Disability, then, the Company shall pay or provide, as applicable, the following to the Executive (or, to the extent applicable, the Executive’s estate or beneficiaries): (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which such termination of employment occurs), (iii) the Premium Payment and (iv) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), 5(a)(iv), and 5(a)(v), respectively.

(c) Retirement. If, during the Employment Period, the Executive’s employment terminates due to the Executive’s Retirement, then, the Company shall pay or provide, as applicable, the following to the Executive (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs) and (iii) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), and 5(a)(v), respectively.

(d) Termination with Cause; Resignation without Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company with Cause or

-6-

the Executive resigns employment without Good Reason, then the Employment Period shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and the payment or provision of Other Benefits at the time or times specified in Sections 5(a)(i) and 5(a)(v), respectively.

(e) Conditions to Rights and Benefits of the Executive. All rights and benefits to which the Executive may be entitled under this Section 5 (other than the Accrued Obligations and the Other Benefits) shall be subject to the Executive’s continuing compliance with the Restrictive Covenants and to the Executive’s execution and delivery to the Company of a release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within 30 days following the Date of Termination (and non-revocation within the time period set forth therein). If the 30-day period referenced above begins and ends in different taxable years of the Executive, any payments or benefits under this Agreement that constitute nonqualified deferred compensation under Section 409A of the Code and the payment or settlement of which is conditioned on the effectiveness of the Release shall be paid in the later taxable year.

6. Non-Exclusivity of Rights. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice, or program of or any contract or agreement with the Company (including any long-term incentive plan and related grant agreements) at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program, or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a), the Executive shall not be entitled to any severance pay or benefits under any severance plan, program, or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts payable to the Executive under Section 5(a) and such amounts shall not be reduced whether or not the Executive obtains other employment.

8. Restrictive Covenants.

(a) Restrictive Covenant Agreement. By executing this Agreement, the Executive hereby (i) acknowledges and agrees that the Executive is and shall be subject to that certain Non-Competition, Non-Solicitation, and No-Hire Agreement, dated as of the date hereof (the “Restrictive Covenant Agreement”), by and between the Company and the Executive, and (ii) reaffirms and agrees to be bound by the restrictive covenants set forth in the Restrictive Covenant Agreement (the “Restrictive Covenants”). Nothing in this Agreement or the Restrictive Covenant Agreement limits the Executive’s ability to communicate with any federal, state, or local governmental agency, commission, or body, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Commission (collectively, a “Governmental Agency”), or self-regulatory organization or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency or self-regulatory organization, without notice to the Company.

-7-

(b) Cooperation. The Executive acknowledges and agrees that, during the Restricted Period (as defined in the Restrictive Covenant Agreement), the Executive shall cooperate, in a reasonable and appropriate manner, with the Company and its attorneys in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of the Executive’s employment to the extent the Company pays any and all of the reasonable actual expenses that the Executive incurs in connection with such cooperation, including, but not limited to, expenses incurred for travel and lodging, if any.

9. Certain Reductions in Payments.

(a) Certain Reduction. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. For purposes of all present value determinations required to be made under this Section 9, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32.

(b) Determination. If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (i) cash payments under Section 5(a) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (ii) cash payments under Section 5(a) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c) Reasonable Compensation. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive

-8-

(including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on, or after the date of a “change in ownership or control” of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(d) Certain Definitions. The following terms shall have the following meanings for purposes of this Section 9:

(i) “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that employs certified public accountants recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to the Executive, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the “change in ownership or control” for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iv) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(v) “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(e) Survival. The provisions of this Section 9 shall survive the expiration of this Agreement.

10. Successors.

(a) Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

-9-

(b) Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Section 409A of the Code.

(a) General. The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.

(c) Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is a

-10-

“specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

12. Miscellaneous.

(a) Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement, any of the agreements related to this Agreement, or any of the transactions contemplated hereby or thereby.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: To the most recent address on file with the Company

If to the Company:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: General Counsel

with a copy (which shall not constitute notice) to:

Apollo Management, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention: Matthew Nord

-11-

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting the foregoing, effective as of the Effective Date, this Agreement shall supersede and replace the Prior Agreement in its entirety.

(e) Waivers and Amendments. This Agreement may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power, or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

(f) Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

-12-

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

PRESIDIO, INC.
By:
	Name:	Robert Cagnazzi
	Title:	Chief Executive Officer
EXECUTIVE
Elliot Brecher

[Signature Page to Brecher Employment Agreement]

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of All Claims (this “Agreement”) is entered into by and between Elliot Brecher (“Employee”) and Presidio, Inc., a Delaware corporation (the “Company”), dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company, as set forth in the signature block at the end of this Agreement (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement, dated as of [Date] (as may have been amended, replaced or supplemented from time to time, the “Employment Agreement”), by and between Employee and the Company as well as any promises set forth in this Agreement, Employee and the Company agree as follows:

1. General Release and Waiver of Claims

For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company and each of the Company’s direct and indirect parents, subsidiaries, affiliated companies, investor funds, affiliated investor funds, and direct and indirect stockholders, members, or investors, as applicable; and each of such entities’ or persons’ successors, assigns, current or former employees, officers, directors, owners, shareholders, members, investors, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs), as applicable.

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Employee’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

A-1

Notwithstanding the foregoing, Employee does not release, discharge or waive any claims related to (a) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Employee of this Agreement (including any applicable termination payments), (b) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by, or covering employees, of a Released Party (including by way of example and without limitation, the Employee’s right to pursue a claim for benefits under any group health plan of a Released Party or covering employees of a Released Party with respect to a claim arising prior to the date of this Agreement), (c) rights to be indemnified and/or advanced expenses under any corporate document of a Released Party, any agreement with any Released Party or pursuant to applicable law, or to be covered under any applicable directors’ and officers’ liability insurance policies, (d) any claim that cannot be waived under applicable law, including any rights to workers’ compensation, and (e) any claim or cause of action to enforce the Employee’s rights under this Agreement (collectively, the “Excluded Obligations”).

2. Release and Waiver of Claims Under the Age Discrimination in Employment Act

Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing, and through this Agreement advise Employee to consult with Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. If ADEA applies to Employee, Employee wishes to waive any and all claims under ADEA that he or she may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Employee further understands that, by signing this Agreement, he or she is in fact waiving, releasing, and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date.

Employee acknowledges that the Company has informed Employee that he or she has, at his or her option, if ADEA applies to Employee, at least 21 days following the date he or she received a copy of this Agreement in which to sign the waiver of this claim under ADEA, which option Employee may waive by signing this Agreement prior to the end of such 21-day period.

Employee also understands that, if ADEA applies to Employee, Employee has seven days following the date on which Employee signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. Employee further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

3. Proceedings

Employee has not filed, and agrees not to initiate or cause to be initiated on his or her behalf, any complaint, charge, claim, or proceeding against the Company or any other Released

A-2

Party before any local, state, or federal agency, court, or other body relating to his or her employment or the termination of his or her employment, other than with respect to the obligations of the Company to Employee under the Employment Agreement that are intended to survive following termination of employment and the execution of this Agreement or with respect to the Excluded Obligations (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. Employee waives any right Employee may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

The foregoing provisions of this Section 3 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Employee from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

4. Survival

Employee acknowledges that the covenants set forth in Section 8(b) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employee’s employment, and that certain Non-Competition, Non-Solicitation and No-Hire Agreement, dated as of [Date], by and between the Company and Employee, shall, pursuant to their terms, survive Employee’s execution of this Agreement.

5. Remedies

If Employee initiates or voluntarily participates in any Proceeding, if Employee fails to abide by any of the terms of this Agreement, or if Employee revokes the ADEA release contained in Section 2 of this Agreement within the seven-day period provided under Section 2 (if ADEA applies to Employee), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement, without waiving the release granted herein. Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections 1, 2, and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his or her violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Employee may have under ADEA.

Employee understand that, by entering into this Agreement, Employee will be limiting the availability of certain remedies that he or she may have against the Released Parties and limiting also his or her ability to pursue certain claims against the Released Parties.

A-3

6. Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

7. Nonadmission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Employee, the Company, or any of the Released Parties.

8. Acknowledgement

Employee acknowledges that, before entering into this Agreement, Employee has had sufficient time to consider the terms of this Agreement and to consult with an attorney or other advisor of Employee’s choice, and that this provision constitutes advice from the Company to do so if Employee chooses. Employee further acknowledges that Employee has entered into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein and in the Employment Agreement. Employee further acknowledges that Employee has read this Agreement and understands all of its terms, including the waiver of rights set forth herein.

9. Governing Law

The validity, interpretation, construction, and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.

10. Jurisdiction

Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits for himself, herself, or itself in any Proceeding relating to this Agreement or Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any Proceeding, to the exclusive jurisdiction of the courts of the State of Delaware, or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he, she, or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail),

A-4

postage prepaid, to such party at his, her, or its address as provided in Section 12(b) of the Employment Agreement; and (d) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS, AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

A-5

IN WITNESS WHEREOF, Employee has executed this Release as of the date set forth below.

EMPLOYEE

Name: Elliot Brecher

Address:

Dated:                      (the “Effective Date”) (which date shall not be earlier than the date of termination of employment)

RECEIVED, ACKNOWLEDGED, AND ACCEPTED
this      day of             , 20
PRESIDIO, INC.
By:
	Name:
	Title:

[Signature Page to General Release of All Claims]

EX-10.25

Exhibit 10.25

FORM OF

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and Vinu Thomas (the “Executive”).

WHEREAS, the Executive is party to an Offer Letter, dated as of June 11, 2011 (the “Prior Agreement”), by and between Presidio LLC, a Georgia limited liability company (a successor to BlueWater Communications Group LLC) and indirect, wholly owned subsidiary of the Company, and the Executive; and

WHEREAS, the Company desires to employ the Executive in an executive capacity on the terms and subject to the conditions, and for the consideration set forth herein, and the Executive desires to remain employed by the Company and its affiliates on such terms, subject to such conditions, and for such consideration.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, it is hereby agreed by the Company and the Executive as follows:

1. Employment Period. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date (the “Employment Period”); provided that, commencing on such anniversary and on each subsequent anniversary of the Effective Date (each such anniversary, a “Renewal Date”), unless earlier terminated, the Employment Period shall be automatically extended so as to terminate on the first anniversary of such Renewal Date, unless, at least 90 days prior to a Renewal Date, either party shall give notice to the other that the Employment Period shall not be so extended; and provided, further, that, upon a Change in Control (as defined in the Presidio, Inc. 2017 Long-Term Incentive Plan as in effect on the Effective Date), unless earlier terminated, the Employment Period shall automatically be extended to the date that is two years from the date of the consummation of the Change in Control (subject to renewal thereafter as set forth above). Notwithstanding the foregoing, the Employment Period shall immediately expire upon any termination of the Executive’s employment with the Company pursuant to Section 4.

2. Position and Duties.

(a) Position. During the Employment Period, the Executive shall serve as Chief Technology Officer of the Company and shall report to the Chief Executive Officer of the Company.

(b) Duties. During the Employment Period, the Executive shall have such responsibilities, duties, and authority that are customary for the Executive’s position, subject at all times to the control of the Board of Directors of the Company (the “Board”), and shall perform such services as customarily are provided by an executive of a corporation with the Executive’s position and such other services consistent with the Executive’s position, as shall be assigned to the Executive from time to time by the Board or the Chief Executive Officer of the

Company. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote all of the Executive’s business time to the business and affairs of the Company. The Executive shall be entitled to engage in charitable and educational activities and to manage the Executive’s personal and family investments, to the extent such activities are not competitive with the business of the Company, do not materially interfere with the performance of the Executive’s duties for the Company, and are otherwise consistent with the Company’s governance policies.

(c) Location. During the Term, the Executive shall be based at the Company’s offices in New York, New York, subject to reasonable business travel at the Company’s request.

3. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Base Salary”) of no less than $400,000, payable in accordance with the Company’s regular payroll practices. The Base Salary shall be reviewed periodically by the Compensation Committee of the Board (the “Compensation Committee”), and may be increased but not decreased.

(b) Annual Bonus. During the Employment Period, the Executive shall be eligible to receive an annual bonus (an “Annual Bonus”) pursuant to the Presidio, Inc. Executive Bonus Plan (or any successor thereto) (the “Annual Bonus Plan”) with respect to each fiscal year of the Company as determined by the Compensation Committee in its discretion and subject to the achievement of performance targets or goals to be established by the Compensation Committee in its discretion with respect to such fiscal year. The Executive’s target Annual Bonus opportunity for each fiscal year during the Employment Period shall be 50% of the Base Salary (the “Target Annual Bonus”). The Target Annual Bonus opportunity may be increased but not decreased in the sole discretion of the Compensation Committee. Any earned Annual Bonus shall be paid to the Executive pursuant to the terms of the Annual Bonus Plan; provided, however, that any such Annual Bonus for a fiscal year shall be paid to the Executive no later than the 15th day of the third month following the end of such fiscal year, unless the Company or the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Employee Benefits. During the Employment Period, the Executive shall be entitled to participate in employee benefit and perquisite plans, practices, policies, and programs generally applicable to employees of the Company on substantially the same terms applicable to similarly situated senior executives of the Company from time to time.

(d) Expenses. During the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in the performance of the Executive’s duties in accordance with the Company’s policies applicable to similarly situated senior executives of the Company from time to time.

(e) Vacation and Paid Time Off. During the Employment Period, the Executive shall be entitled to paid vacation and paid time off in accordance with the plans, policies, programs, and practices of the Company as in effect with respect to similarly situated senior executives of the Company from time to time.

-2-

4. Termination of Employment.

(a) Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b). In such event, the Executive’s employment with the Company shall terminate. For purposes of this Agreement, “Disability” means the absence of the Executive from the Executive’s duties with the Company for either (i) 180 consecutive calendar days or (ii) 180 total days during any period of 365 consecutive calendar days, in each case, due to a disability or other incapacity that renders the Executive physically or mentally unable to perform substantially all of the Executive’s duties and responsibilities hereunder, which disability or other incapacity is determined to be permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) With or without Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” means the Executive’s termination of employment based upon any one of the following, as determined in good faith by the Board: (i) the Executive is convicted of, or pleads guilty or nolo contendere to a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor vehicle related for which a noncustodial sentence is received); (ii) the Executive’s theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any affiliate’s assets, property, or business opportunities; (iii) the Executive receives a positive illegal drug test result, and the Executive does not provide evidence refuting such result to the Board after having been given a reasonable opportunity to do so; (iv) the Executive’s habitual misuse of alcohol or controlled substances or the performance of the Executive’s duties for the Company under the material influence of alcohol or non-prescribed controlled substances; (v) intentional failure to substantially perform (other than by reason of Disability), or gross negligence in the performance of, the Executive’s duties to the Company or any affiliates, or the Executive’s refusal or intentional failure to follow or carry out any lawful direction of the Board or any of its affiliate’s board of directors (or other equivalent governing body) or the written policies of the Company; or (vi) the Executive’s intentional, material breach of any agreement between the Executive and the Company or any affiliate of the Company. Prior to any termination with Cause, the Company shall provide written notice to the Executive of its intent to effect a termination of the Executive’s employment with Cause and provide the Executive with an opportunity to demonstrate that there is no basis for such a termination with Cause. The Company, in its sole discretion, shall determine the amount of time that the Executive will be given to demonstrate that there is no basis for a termination with Cause; provided that during such time period the Company shall have the right to put the Executive on leave.

-3-

(c) With or without Good Reason. The Executive’s employment may be terminated by the Executive with or without Good Reason. For purposes of this Agreement, “Good Reason” means the Executive’s voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without the Executive’s consent: (i) there has been a reduction in the Executive’s Base Salary; (ii) the Executive experiences a substantial diminution in the Executive’s title, status, reporting relationships, authority, duties, or responsibilities; (iii) any intentional, material breach by the Company of the terms of this Agreement; (iv) any relocation of the Executive’s principal office more than 20 miles from the Executive’s principal office as of the Effective Date or (v) the Company delivers to the Executive notice of the Company’s intent not to renew this Agreement as of any Renewal Date in accordance with Section 1. To terminate employment with Good Reason, (A) the Executive must provide written notice of any alleged violation of clauses (i) through (iv) above stating the basis for such termination within 90 days following any such alleged violation, (B) the Company shall have 30 days following receipt of the written notice described in clause (A) to cure the alleged violation (the “Cure Period”), and (C) if the Company fails to cure the alleged violation, the Executive must terminate the Executive’s employment with the Company during the 30-day period following the Cure Period.

(d) Retirement. The Executive’s employment may be terminated by the Executive upon the Executive’s Retirement. For purposes of this Agreement, “Retirement” means the Executive’s termination of employment at a time when the Executive has (i) attained age 65 or (ii) attained age 55 and the sum of the Executive’s age and years of employment or service to the Company or its subsidiaries (or its predecessors and successors) equals or exceeds 65.

(e) Notice of Termination. Any termination by the Company with or without Cause, or by Executive for Good Reason or without Good Reason, shall be communicated through a Notice of Termination to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if the Executive’s employment is terminated by the Company with Cause or without Cause, or by the Executive with or without Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be (except that in the case of a termination by the Executive, the Company may in its sole discretion change any such later date to a date of its choosing between the date of such receipt and such later date), and (ii) if the Executive dies or experiences Disability, the Date of Termination shall be the date of death of the Executive or the determination of the Disability, as the case may be.

-4-

(g) Effect of Termination on Other Positions. If, on the Date of Termination, the Executive is a member of the Board or the board of directors of any of the Company’s affiliates, or holds any other position with the Company or its affiliates, the Executive shall be deemed to have resigned from all such positions as of the Date of Termination. The Executive agrees to execute such documents and take such other actions as the Company may reasonably request to reflect such resignation.

5. Obligations of the Company upon Termination of Employment.

(a) Termination without Cause; Resignation with Good Reason. If, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive resigns employment with Good Reason, then, the Company shall pay or provide, as applicable, the following to the Executive (subject to the applicable provisions of Section 12 below):

(i) An amount equal to the sum of (A) the Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, (B) any accrued but unpaid vacation and paid time off to the extent not theretofore paid, and (C) any unreimbursed business expenses incurred prior to the Date of Termination (the amounts described in clauses (A), (B), and (C), the “Accrued Obligations”), which amount shall be paid in a cash lump sum within 30 days following the Date of Termination.

(ii) Subject to Section 5(d) and the Executive’s continued compliance with the Restrictive Covenants (as defined below), an amount in cash equal to the product of (A) 1.5 multiplied by (B) the sum of (1) the Executive’s Base Salary in effect immediately prior to such termination of employment and (2) the Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which such termination of employment occurs (the “Bonus Severance Amount”) (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus in effect immediately prior to the consummation of such Change in Control (the “Target Bonus Severance Amount”)), which amount shall be paid to the Executive in equal installments during the 18-month period following the Date of Termination (the “Severance Period”) in accordance with the Company’s regular payroll practices for the executive officers of the Company, with the first payment to be made on the first payroll date immediately following the 30th day after the Date of Termination (with any accrued and unpaid installments from the Date of Termination to be paid on the payroll date on which the first installment is paid).

(iii) Subject to Section 5(d) and the Executive’s continued compliance with the Restrictive Covenants, a prorated Annual Bonus for the fiscal year in which the Date of Termination occurs (the “Prorated Annual Bonus”) in an amount to equal the product of (A) the amount of the Annual Bonus for such fiscal year determined by the Compensation Committee based on the Company’s actual performance for such fiscal year (or, if such termination of employment occurs during the two-year period following a Change in Control, then the Target Annual Bonus), multiplied by (B) a fraction, the numerator of which is the number of days that

-5-

have elapsed through the Date of Termination in the fiscal year of the Company in which the Date of Termination occurs, and the denominator of which is the number of days in such fiscal year, with such amount to be paid in a lump sum in cash on the date on which the Company otherwise makes Annual Bonus payments to executive officers for such fiscal year (other than any portion of such Annual Bonus that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder).

(iv) Subject to Section 5(d) and the Executive’s continued compliance with the Restrictive Covenants, a lump sum payment equal to the cost of the monthly premiums for medical and dental coverage for the Executive and his or her eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Code, through the date that is 18 months following the Date of Termination (such payment, the “Premium Payment”), which lump sum payment shall be paid on the first payroll date immediately following the 30th day after the Date of Termination.

(v) To the extent not theretofore paid or provided, timely pay or provide, in accordance with the terms of the applicable plan, program, policy, practice, or contract, to the Executive any other vested amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy, practice, or contract of the Company through the Date of Termination (such other amounts and benefits, the “Other Benefits”).

Notwithstanding the foregoing, if the Executive’s employment with the Company is terminated by the Company, the Date of Termination occurs during the six-month period immediately preceding the date on which a Change in Control occurs but after the date a definitive transaction agreement is executed that contemplates such a Change in Control, and it is reasonably demonstrated by the Executive that such termination of employment was initiated by the acquiror or merger partner in connection with the Change in Control, then for purposes of this Section 5(a), the Executive’s employment shall be deemed to have terminated immediately upon the closing of the Change in Control, with the amount, if any, above the Bonus Severance Amount that would have been payable as the Target Bonus Severance Amount if the Date of Termination had in fact occurred upon the Change in Control to be paid in equal installments over the balance of the Severance Period at the same time as the Bonus Severance Amount is paid during such period.

(b) Death or Disability. If, during the Employment Period, the Executive dies or experiences a Disability, then, the Company shall pay or provide, as applicable, the following to the Executive (or, to the extent applicable, the Executive’s estate or beneficiaries): (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which such termination of employment occurs), (iii) the Premium Payment and (iv) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), 5(a)(iv), and 5(a)(v), respectively.

(c) Retirement. If, during the Employment Period, the Executive’s employment terminates due to the Executive’s Retirement, then, the Company shall pay or provide, as applicable, the following to the Executive (i) the Accrued Obligations, (ii) a Prorated Annual Bonus (based on the Company’s actual performance for the fiscal year in which the Date of Termination occurs) and (iii) the Other Benefits at the time or times specified in Sections 5(a)(i), 5(a)(iii), and 5(a)(v), respectively.

-6-

(d) Termination with Cause; Resignation without Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company with Cause or the Executive resigns employment without Good Reason, then the Employment Period shall terminate without further obligations to the Executive under this Agreement, other than for payment of Accrued Obligations and the payment or provision of Other Benefits at the time or times specified in Sections 5(a)(i) and 5(a)(v), respectively.

(e) Conditions to Rights and Benefits of the Executive. All rights and benefits to which the Executive may be entitled under this Section 5 (other than the Accrued Obligations and the Other Benefits) shall be subject to the Executive’s continuing compliance with the Restrictive Covenants and to the Executive’s execution and delivery to the Company of a release of claims in substantially the form attached hereto as Exhibit A (the “Release”) within 30 days following the Date of Termination (and non-revocation within the time period set forth therein). If the 30-day period referenced above begins and ends in different taxable years of the Executive, any payments or benefits under this Agreement that constitute nonqualified deferred compensation under Section 409A of the Code and the payment or settlement of which is conditioned on the effectiveness of the Release shall be paid in the later taxable year.

6. Non-Exclusivity of Rights. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice, or program of or any contract or agreement with the Company (including any long-term incentive plan and related grant agreements) at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program, or contract or agreement, except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a), the Executive shall not be entitled to any severance pay or benefits under any severance plan, program, or policy of the Company and its affiliates, unless otherwise specifically provided therein in a specific reference to this Agreement.

7. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of any amounts payable to the Executive under Section 5(a) and such amounts shall not be reduced whether or not the Executive obtains other employment.

8. Restrictive Covenants.

(a) Restrictive Covenant Agreement. By executing this Agreement, the Executive hereby (i) acknowledges and agrees that the Executive is and shall be subject to that certain Non-Competition, Non-Solicitation, and No-Hire Agreement, dated as of the date hereof (the “Restrictive Covenant Agreement”), by and between the Company and the Executive, and (ii) reaffirms and agrees to be bound by the restrictive covenants set forth in the Restrictive Covenant Agreement (the “Restrictive Covenants”). Nothing in this Agreement or the Restrictive Covenant Agreement limits the Executive’s ability to communicate with any federal, state, or local governmental agency, commission, or body, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and

-7-

Health Administration, and the Securities and Exchange Commission (collectively, a “Governmental Agency”), or self-regulatory organization or otherwise participate in any investigation or proceeding that may be conducted by any Governmental Agency or self-regulatory organization, without notice to the Company.

(b) Cooperation. The Executive acknowledges and agrees that, during the Restricted Period (as defined in the Restrictive Covenant Agreement), the Executive shall cooperate, in a reasonable and appropriate manner, with the Company and its attorneys in connection with any litigation or other proceeding arising out of or relating to matters in which the Executive was involved prior to the termination of the Executive’s employment to the extent the Company pays any and all of the reasonable actual expenses that the Executive incurs in connection with such cooperation, including, but not limited to, expenses incurred for travel and lodging, if any.

9. Certain Reductions in Payments.

(a) Certain Reduction. Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. For purposes of all present value determinations required to be made under this Section 9, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32.

(b) Determination. If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (i) cash payments under Section 5(a) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (ii) cash payments under Section 5(a) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

-8-

(c) Reasonable Compensation. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on, or after the date of a “change in ownership or control” of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

(d) Certain Definitions. The following terms shall have the following meanings for purposes of this Section 9:

(i) “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that employs certified public accountants recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to the Executive, which firm shall not, without the Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to the Executive in the relevant tax year(s).

(iii) “Parachute Value” of a Payment shall mean the present value as of the date of the “change in ownership or control” for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iv) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

(v) “Safe Harbor Amount” shall mean 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(e) Survival. The provisions of this Section 9 shall survive the expiration of this Agreement.

-9-

10. Successors.

(a) Executive. This Agreement is personal to the Executive and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11. Section 409A of the Code.

(a) General. The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception, or any other exception or exclusion under Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

(b) Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime.

-10-

(c) Delay of Payments. Notwithstanding anything herein to the contrary, if any amounts payable or benefits to be provided to the Executive under this Agreement constitute deferred compensation within the meaning of Section 409A of the Code (including by reason of the separation pay and benefits under this Agreement being aggregated with the separation pay and benefits under another arrangement to which the Executive and the Company or any of its affiliates are a party or in which the Executive is an eligible participant), (i) if the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), amounts that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following the Date of Termination on account of the Executive’s separation from service shall instead be paid, with interest at the applicable federal rate provided for under Section 7872(f)(2)(A) of the Code (based on the rate in effect for the month in which the Executive’s Date of Termination occurs), on the first business day of the seventh month following the Executive’s “separation from service” within the meaning of Section 409A of the Code; (ii) if the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death; and (iii) in no event shall the date of termination of Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination.

12. Miscellaneous.

(a) Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. Each of the parties to this Agreement voluntarily and irrevocably waives trial by jury in any action or other proceeding brought in connection with this Agreement, any of the agreements related to this Agreement, or any of the transactions contemplated hereby or thereby.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: To the most recent address on file with the Company

If to the Company:

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

Attention: General Counsel

-11-

with a copy (which shall not constitute notice) to:

Apollo Management, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Attention: Matthew Nord

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. Without limiting the foregoing, effective as of the Effective Date, this Agreement shall supersede and replace the Prior Agreement in its entirety.

(e) Waivers and Amendments. This Agreement may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties hereto. No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power, or privilege nor any single or partial exercise of any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

(f) Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(g) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

-12-

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

PRESIDIO, INC.
By:
	Name:	Elliot Brecher
	Title:	Senior Vice President and General Counsel
EXECUTIVE
Vinu Thomas

[Signature Page to Thomas Employment Agreement]

EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

This General Release of All Claims (this “Agreement”) is entered into by and between Vinu Thomas (“Employee”) and Presidio, Inc., a Delaware corporation (the “Company”), dated as of the date an executed copy of this Agreement has been delivered by Employee to the Company, as set forth in the signature block at the end of this Agreement (the “Effective Date”).

In consideration of the promises set forth in the Employment Agreement, dated as of [Date] (as may have been amended, replaced or supplemented from time to time, the “Employment Agreement”), by and between Employee and the Company as well as any promises set forth in this Agreement, Employee and the Company agree as follows:

1. General Release and Waiver of Claims

For purposes of this Agreement, the “Released Parties” means, individually and collectively, the Company and each of the Company’s direct and indirect parents, subsidiaries, affiliated companies, investor funds, affiliated investor funds, and direct and indirect stockholders, members, or investors, as applicable; and each of such entities’ or persons’ successors, assigns, current or former employees, officers, directors, owners, shareholders, members, investors, representatives, administrators, fiduciaries, agents, insurers, and employee benefit programs (and the trustees, administrators, fiduciaries and insurers of any such programs), as applicable.

Except as provided in the next paragraph, in consideration of the payments made and to be made, and benefits provided and to be provided, to Employee pursuant to the Employment Agreement, as of the Effective Date, Employee unconditionally and forever releases, discharges, and waives any and all actual and potential claims, liabilities, demands, actions, causes of action, suits, costs, controversies, judgments, decrees, verdicts, attorneys’ and consultants’ fees, damages, indemnities, and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to the Employment Agreement and the subject matter thereto, and any other agreements, events, acts, or conduct at any time prior to and including the Effective Date other than the Excluded Obligations (as defined below) (the “Released Claims”) against the Released Parties. The Released Claims include any and all matters relating to Employee’s employment including, without limitation, claims or demands related to salary, bonuses, commissions, stock, equity awards, or any other ownership interest in the Company or any of its subsidiaries or affiliates, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims for discrimination based upon race, color, sex, creed, national origin, age, disability, or any other characteristic protected by federal, state, or local law or any other violation of any Equal Employment Opportunity Law, ordinance, rule, regulation, or order, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991; the Americans with Disabilities Act; claims under the Employee Retirement Income Security Act of 1974, as amended, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Family and Medical Leave Act of 1993, as amended, or the laws of any country governing discrimination in employment, the payment of wages or benefits, or any other aspect of employment. The Released Claims also include claims for wrongful discharge, fraud, or misrepresentation under any statute, rule, or regulation or under the common law and any other claims under the common law.

A-1

Notwithstanding the foregoing, Employee does not release, discharge or waive any claims related to (a) rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by Employee of this Agreement (including any applicable termination payments), (b) rights to any vested benefits or rights under any health and welfare plans or other employee benefit plans or programs sponsored by, or covering employees, of a Released Party (including by way of example and without limitation, the Employee’s right to pursue a claim for benefits under any group health plan of a Released Party or covering employees of a Released Party with respect to a claim arising prior to the date of this Agreement), (c) rights to be indemnified and/or advanced expenses under any corporate document of a Released Party, any agreement with any Released Party or pursuant to applicable law, or to be covered under any applicable directors’ and officers’ liability insurance policies, (d) any claim that cannot be waived under applicable law, including any rights to workers’ compensation, and (e) any claim or cause of action to enforce the Employee’s rights under this Agreement (collectively, the “Excluded Obligations”).

2. Release and Waiver of Claims Under the Age Discrimination in Employment Act

Employee acknowledges that the Company has advised Employee to consult with an attorney of his or her choosing, and through this Agreement advise Employee to consult with Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and Employee acknowledges that he or she understands that ADEA is a federal statute that prohibits discrimination, on the basis of age, in employment, benefits, and benefit plans. If ADEA applies to Employee, Employee wishes to waive any and all claims under ADEA that he or she may have, as of the Effective Date, against the Released Parties, and hereby waives such claims. Employee further understands that, by signing this Agreement, he or she is in fact waiving, releasing, and forever giving up any claim under ADEA against the Released Parties that may have existed on or prior to the Effective Date.

Employee acknowledges that the Company has informed Employee that he or she has, at his or her option, if ADEA applies to Employee, at least 21 days following the date he or she received a copy of this Agreement in which to sign the waiver of this claim under ADEA, which option Employee may waive by signing this Agreement prior to the end of such 21-day period.

Employee also understands that, if ADEA applies to Employee, Employee has seven days following the date on which Employee signs this Agreement within which to revoke the release contained in this paragraph, by providing to the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. Employee further understands that this right to revoke the release contained in this paragraph relates only to this paragraph and does not act as a revocation of any other term of this Agreement.

3. Proceedings

Employee has not filed, and agrees not to initiate or cause to be initiated on his or her behalf, any complaint, charge, claim, or proceeding against the Company or any other Released

A-2

Party before any local, state, or federal agency, court, or other body relating to his or her employment or the termination of his or her employment, other than with respect to the obligations of the Company to Employee under the Employment Agreement that are intended to survive following termination of employment and the execution of this Agreement or with respect to the Excluded Obligations (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. Employee waives any right Employee may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

The foregoing provisions of this Section 3 are not intended to, and shall be interpreted in a manner that does not, limit or restrict Employee from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

4. Survival

Employee acknowledges that the covenants set forth in Section 8(b) of the Employment Agreement and any provisions contained in the Employment Agreement that are intended to survive following termination of Employee’s employment, and that certain Non-Competition, Non-Solicitation and No-Hire Agreement, dated as of [Date], by and between the Company and Employee, shall, pursuant to their terms, survive Employee’s execution of this Agreement.

5. Remedies

If Employee initiates or voluntarily participates in any Proceeding, if Employee fails to abide by any of the terms of this Agreement, or if Employee revokes the ADEA release contained in Section 2 of this Agreement within the seven-day period provided under Section 2 (if ADEA applies to Employee), the Company may, in addition to any other remedies it may have, reclaim any amounts paid to Employee under the termination provisions of the Employment Agreement or terminate any benefits or payments that are subsequently due under the Employment Agreement and are payable based on Employee executing this Agreement, without waiving the release granted herein. Employee acknowledges and agrees that the remedy at law available to the Company for breach of any of his or her post-termination obligations under the Employment Agreement or his or her obligations under Sections 1, 2, and 3 of this Agreement would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, Employee acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law, in equity, or under this Agreement, upon adequate proof of his or her violation of any such provision of this Agreement, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual or consequential damage or the necessity of posting a bond. This provision shall not adversely affect any rights Employee may have under ADEA.

Employee understand that, by entering into this Agreement, Employee will be limiting the availability of certain remedies that he or she may have against the Released Parties and limiting also his or her ability to pursue certain claims against the Released Parties.

A-3

6. Severability Clause

In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.

7. Nonadmission

Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of Employee, the Company, or any of the Released Parties.

8. Acknowledgement

Employee acknowledges that, before entering into this Agreement, Employee has had sufficient time to consider the terms of this Agreement and to consult with an attorney or other advisor of Employee’s choice, and that this provision constitutes advice from the Company to do so if Employee chooses. Employee further acknowledges that Employee has entered into this Agreement of Employee’s own free will, and that no promises or representations have been made to Employee by any person to induce Employee to enter into this Agreement other than the express terms set forth herein and in the Employment Agreement. Employee further acknowledges that Employee has read this Agreement and understands all of its terms, including the waiver of rights set forth herein.

9. Governing Law

The validity, interpretation, construction, and performance of this Agreement and disputes or controversies arising with respect to the transactions contemplated herein shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws.

10. Jurisdiction

Each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals from such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits for himself, herself, or itself in any Proceeding relating to this Agreement or Employee’s employment by the Company or any affiliate, or for the recognition and enforcement of any Proceeding, to the exclusive jurisdiction of the courts of the State of Delaware, or the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he, she, or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail),

A-4

postage prepaid, to such party at his, her, or its address as provided in Section 12(b) of the Employment Agreement; and (d) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS, AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

A-5

IN WITNESS WHEREOF, Employee has executed this Release as of the date set forth below.

EMPLOYEE

Name: Vinu Thomas

Address:

Dated:                      (the “Effective Date”) (which date shall not be earlier than the date of termination of employment)

RECEIVED, ACKNOWLEDGED, AND ACCEPTED
this      day of             , 20
PRESIDIO, INC.
By:
	Name:
	Title:

[Signature Page to General Release of All Claims]

EX-10.26

Exhibit 10.26

FORM OF

PRESIDIO, INC.

EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The purpose of this Presidio, Inc. Employee Stock Purchase Plan (this “Plan”) is to provide Eligible Employees (as defined below) with an opportunity to purchase common stock of the Company through accumulated payroll deductions. It is the intention of the Company to have this Plan qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The provisions of this Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions. As used herein, the terms set forth below have the meanings assigned to them in this Section 2 and shall include the plural as well as the singular.

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Board of Directors” or “Board” means the Board of Directors of the Company.

“Brokerage Account” means the account in which the Purchased Shares are held.

“Business Day” means a day on which the NASDAQ is open for trading.

“Code” has the meaning set forth in Section 1.

“Committee” means the Compensation Committee of the Board of Directors, or the designee of the Compensation Committee.

“Company” means Presidio, Inc., a Delaware corporation.

“Compensation” means the base pay received by a Participant, plus commissions, overtime and regular annual, quarterly, and monthly cash bonuses and vacation, holiday, and sick pay. Compensation does not include: (a) income related to stock option awards, stock grants, and other equity incentive awards, (b) partner sales incentive program awards, (c) expense reimbursements, (d) relocation-related payments, (e) benefit plan payments (including, but not limited to, short term disability pay, long term disability pay, maternity pay, military pay, tuition reimbursement, and adoption assistance), (f) deceased pay, (g) income from non-cash and fringe benefits, (h) severance payments, and (i) other forms of compensation not specifically listed herein.

“Eligible Employee” means any individual who is a common law employee of the Company or any other Participating Subsidiary. For purposes of this Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or the Participating Subsidiary, as appropriate, and only to the extent permitted under Section 423 of the Code. For purposes of this Plan, an individual who performs services for the Company or a Participating Subsidiary pursuant to an agreement (written or oral) that classifies such individual’s relationship with the Company or a Participating Subsidiary as other than a common law employee shall not be considered an “employee” with respect to any period preceding the date on which a court or administrative agency issues a final determination that such individual is an “employee.”

“Enrollment Date” means the first Business Day of each Offering Period.

“Exercise Date” means the last Business Day of each Offering Period.

“Fair Market Value” on or as of any date means the “NASDAQ Official Closing Price” (as defined on www.nasdaq.com) (or such substantially similar successor price thereto) for a Share as reported on www.nasdaq.com (or a substantially similar successor website) on the relevant valuation date or, if no NASDAQ Official Closing Price is reported on such date, on the preceding day on which a NASDAQ Official Closing Price was reported, or, if the Shares are no longer listed on NASDAQ, the closing price for Shares as reported on the official website for such other exchange on which the Shares are listed.

“Holding Period” means the three-month period following each Exercise Date (or such shorter or longer period as the Committee may elect to apply to Shares acquired pursuant to a given Offering Period, subject to advance written notice of such changed Holding Period to the affected Participants).

“NASDAQ” means The NASDAQ Global Select Market.

“Offering Period” means every three-month period beginning each January 1st, April 1st, July 1st, and October 1st or such other period designated by the Committee; provided that in no event shall an Offering Period exceed 27 months. The first Offering Period under this Plan shall commence on April 1, 2017.

“Option” means an option granted under this Plan that entitles a Participant to purchase Shares.

“Participant” means an Eligible Employee who satisfies the requirements of Sections 3 and 5 of this Plan.

“Participating Subsidiary” means each Subsidiary other than those that the Committee or the Board has excluded from participation in this Plan.

“Plan” has the meaning set forth in Section 1.

“Purchase Account” means the account used to purchase Shares through the exercise of Options under this Plan.

“Purchase Price” shall be 95% of the Fair Market Value of a Share on the Exercise Date for such Offering Period; provided, however, that the Committee may determine a different per share Purchase Price, so long as such per share Purchase Price is communicated to Participants prior to the beginning of the Offering Period; and provided, further, that in no event shall such per share Purchase Price be less than the lesser of (i) 85% of the Fair Market Value of a Share on the applicable Enrollment Date or (ii) 85% of the Fair Market Value of a Share on the Exercise Date.

-2-

“Purchased Shares” means the full Shares issued or delivered pursuant to the exercise of Options under this Plan.

“Shares” means the common stock, par value $0.01 per share, of the Company.

“Subsidiary” means an entity, domestic or foreign, of which not less than 50% of the voting equity is held by the Company or a Subsidiary, whether or not such entity now exists or is hereafter organized or acquired by the Company or a Subsidiary; provided such entity is also a “subsidiary” within the meaning of Section 424 of the Code.

“Termination Date” means the date on which a Participant terminates employment or on which the Participant ceases to provide services to the Company or a Subsidiary as an employee, and specifically does not include any period following that date during which the Participant may be eligible for or in receipt of other payments from the Company, including in lieu of notice or termination or severance pay or as wrongful dismissal damages.

3. Eligibility.

(a) Only Eligible Employees of the Company or a Participating Subsidiary shall be eligible to be granted Options under this Plan and, in no event may a Participant be granted an Option under this Plan following his or her Termination Date.

(b) Notwithstanding any provisions of this Plan to the contrary, no Eligible Employee shall be granted an Option under this Plan if (i) immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding Options or options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any of its Subsidiaries, or (ii) such Option would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined at the time each such Option is granted) for each calendar year in which such Option is outstanding at any time. No Participant may purchase more than [    ] Shares during any Offering Period.

4. Exercise of an Option. Options shall be exercised on behalf of Participants in this Plan every Exercise Date, using payroll deductions that have accumulated in the Participants’ Purchase Accounts during the immediately preceding Offering Period or that have been retained from a prior Offering Period pursuant to Section 8.

5. Participation.

(a) An Eligible Employee shall be eligible to participate on the first Enrollment Date that occurs at least 90 days after such Eligible Employee’s first date of employment with the Company or a Participating Subsidiary; provided that such Eligible Employee properly completes and submits an election form by the deadline prescribed by the Company.

(b) An Eligible Employee who does not become a Participant on the first Enrollment Date on which he or she is eligible may thereafter become a Participant on any subsequent Enrollment Date by properly completing and submitting an election form by the deadline prescribed by the Company.

-3-

(c) Payroll deductions for a Participant shall commence on the first payroll date following the Enrollment Date and shall end on the last payroll date in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 12.

6. Payroll Deductions.

(a) A Participant shall elect to have payroll deductions made during an Offering Period equal to no less than 1% of the Participant’s Compensation up to a maximum of 15% (or such greater amount as the Committee establishes from time to time). The amount of such payroll deductions shall be in whole percentages (for example, 3%, 12%, 15%). All payroll deductions made by a Participant shall be credited to his or her Purchase Account. A Participant may not make any additional payments into his or her Purchase Account.

(b) A Participant may not increase or decrease the rate of payroll deductions during an Offering Period. A Participant may change his or her payroll deduction percentage under Section 6(a) for any subsequent Offering Period by properly completing and submitting an election change form in accordance with the procedures prescribed by the Committee. The change in amount shall be effective as of the first Enrollment Date following the date of filing of the election change form.

(c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b), a Participant’s payroll deductions may be decreased to 0% at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant’s election form at the beginning of the first Offering Period that is scheduled to end in the following calendar year, unless terminated by the Participant as provided in Section 12.

7. Grant of Option. On the applicable Enrollment Date, each Participant in an Offering Period shall be granted an Option to purchase on the next following Exercise Date a number of full Shares determined by dividing such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the Participant’s Purchase Account as of the Exercise Date by the applicable Purchase Price.

8. Exercise of Option. A Participant’s Option for the purchase of Shares shall be exercised automatically on the Exercise Date, and the maximum number of Shares subject to the Option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her Purchase Account. No fractional Shares shall be purchased, and any payroll deductions accumulated in a Participant’s Purchase Account that are not sufficient to purchase a full Share shall be retained in the Purchase Account for the next subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 12. All other payroll deductions accumulated in a Participant’s Purchase Account and not used to purchase Shares on an Exercise Date shall be distributed to the Participant. During a Participant’s lifetime, a Participant’s Option is exercisable only by him or her. The Company shall satisfy the exercise of all Participants’ Options for the purchase of Shares through (a) the issuance of authorized but unissued Shares, (b) the transfer of treasury Shares, (c) the purchase of Shares on behalf of the applicable Participants on the open market through an independent broker, and/or (d) a combination of the foregoing.

-4-

9. Issuance of Stock. The Shares purchased by each Participant shall be issued in book-entry form and shall be considered to be issued and outstanding to such Participant’s credit as of the end of the last day of each Offering Period. The Committee may permit or require that shares be deposited directly in a Brokerage Account with one or more brokers designated by the Committee or to one or more designated agents of the Company, and the Committee may use electronic or automated methods of share transfer. Unless otherwise designated by the Committee in writing to affected Participants, any Shares issued to a Participant upon an Exercise Date shall be required to be retained by such Participant and, during the applicable Holding Period, such Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares issued to the Participant on such Exercise Date. In addition, the Committee may establish other procedures to permit tracking of disqualifying dispositions of such Shares, and may also impose a transaction fee with respect to a sale of Shares issued to a Participant’s credit and held by such a broker or agent. The Committee may permit Shares purchased under this Plan to participate in a dividend reinvestment plan or program maintained by the Company, and establish a default method for the payment of dividends.

10. Approval by Stockholders. Notwithstanding the above, this Plan is expressly made subject to the approval of the stockholders of the Company within 12 months before or after the date this Plan is adopted by the Board. Such stockholder approval shall be obtained in the manner and to the degree required under applicable federal and state law. If this Plan is not so approved by the stockholders within 12 months before or after the date this Plan is adopted by the Board, this Plan shall not come into effect.

11. Administration.

(a) Powers and Duties of the Committee. This Plan shall be administered by the Committee. Subject to the provisions of this Plan, Section 423 of the Code, and the regulations thereunder, the Committee shall have the discretionary authority to determine the time and frequency of granting Options, the terms and conditions of the Options, and the number of Shares subject to each Option. The Committee shall also have the discretionary authority to do everything necessary and appropriate to administer this Plan, including, without limitation, interpreting the provisions of this Plan (but any such interpretation shall not be inconsistent with the provisions of Section 423 of the Code). All actions, decisions, and determinations of, and interpretations by the Committee with respect to, this Plan shall be final, binding, and conclusive upon all Participants and upon their executors, administrators, personal representatives, heirs, and legatees. No member of the Board of Directors or the Committee shall be liable for any action, decision, determination, or interpretation made in good faith with respect to this Plan or any Option granted hereunder. This Plan shall be administered so as to ensure that all Participants have the same rights and privileges as are provided by Section 423(b)(5) of the Code.

(b) Administrator. The Company, the Board, or the Committee may engage the services of a brokerage firm or financial institution to perform certain ministerial and procedural duties under this Plan, including, but not limited to, mailing and receiving notices

-5-

contemplated under this Plan, determining the number of Purchased Shares for each Participant, maintaining or causing to be maintained the Purchase Account and the Brokerage Account, disbursing funds maintained in the Purchase Account or proceeds from the sale of Shares through the Brokerage Account, and filing with the appropriate tax authorities proper tax returns and forms (including information returns) and providing to each Participant statements as required by law or regulation.

(c) Indemnification. Each person who is or shall have been (i) a member of the Board, (ii) a member of the Committee, or (iii) an officer or employee of the Company to whom authority was delegated in relation to this Plan shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her; provided, however, that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s certificate of incorporation or bylaws, any contract with the Company, as a matter of law, or otherwise, or of any power that the Company may have to indemnify them or hold them harmless.

12. Withdrawal. A Participant may withdraw from this Plan by properly completing and submitting to the Company a withdrawal form in accordance with the procedures prescribed by the Committee, which must be submitted prior to the date specified by the Committee before the last day of the applicable Offering Period. Upon withdrawal, any payroll deductions credited to the Participant’s Purchase Account prior to the effective date of the Participant’s withdrawal from this Plan will be returned to the Participant. No further payroll deductions for the purchase of Shares will be made during subsequent Offering Periods, unless the Participant properly completes and submits an election form, by the deadline prescribed by the Company. A Participant’s withdrawal from an offering will not have any effect upon his or her eligibility to participate in this Plan or in any similar plan that may hereafter be adopted by the Company.

13. Termination of Employment. On the Termination Date of a Participant for any reason prior to the applicable Exercise Date, whether voluntary or involuntary, and including termination of employment due to retirement, death, or as a result of liquidation, dissolution, sale, merger, or a similar event affecting the Company or a Participating Subsidiary, the corresponding payroll deductions credited to his or her Purchase Account will be returned to him or her or, in the case of the Participant’s death, to the person or persons entitled thereto under Section 16, and his or her Option will be automatically terminated.

14. Interest. No interest shall accrue on the payroll deductions of a Participant in this Plan.

15. Stock.

-6-

(a) The stock subject to Options shall be common stock of the Company as traded on the NASDAQ or on such other exchange as the Shares may be listed.

(b) Subject to adjustment upon changes in capitalization of the Company as provided in Section 18, the maximum number of Shares that shall be made available for sale under this Plan shall be [    ] Shares. If, on a given Exercise Date, the number of Shares with respect to which Options are to be exercised exceeds the number of Shares then available under this Plan, the Committee shall make a pro rata allocation of the Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

(c) A Participant shall have no interest or voting right in Shares covered by his or her Option until such Option has been exercised and the Participant has become a holder of record of Shares acquired pursuant to such exercise.

16. Designation of Beneficiary. The Committee may permit Participants to designate beneficiaries to receive any Purchased Shares or payroll deductions, if any, in the Participant’s accounts under this Plan in the event of such Participant’s death. Beneficiary designations shall be made in accordance with procedures prescribed by the Committee. If no properly designated beneficiary survives the Participant, the Purchased Shares and payroll deductions, if any, will be distributed to the Participant’s estate.

17. Assignability of Options. Neither payroll deductions credited to a Participant’s Purchase Account nor any rights with regard to the exercise of an Option or to receive Shares under this Plan may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 16) by the Participant. Any such attempt at assignment, transfer, pledge, or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from an Offering Period in accordance with Section 12.

18. Adjustment of Number of Shares Subject to Options.

(a) Adjustment. Subject to any required action by the stockholders of the Company, the maximum number of securities available for purchase under this Plan, as well as the price per security and the number of securities covered by each Option under this Plan that has not yet been exercised shall be appropriately adjusted in the event of any a stock split, reverse stock split, stock dividend, combination, or reclassification of the common stock of the Company, any reorganization or other similar corporate transaction, or any other increase or decrease in the number of Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board or the Committee, whose determination in that respect shall be final, binding, and conclusive. If any such adjustment would result in a fractional security being available under this Plan, such fractional security shall be disregarded. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option. The Options granted pursuant to this Plan shall not be adjusted in a manner that causes the Options to fail to qualify as options issued pursuant to an “employee stock purchase plan” within the meaning of Section 423 of the Code.

-7-

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board, and the Board may either provide for the purchase of Shares as of the date on which such Offering Period terminates or return to each Participant the payroll deductions credited to such Participant’s Purchase Account.

(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation, unless the Board determines, in the exercise of its sole discretion, that in lieu of such assumption or substitution to either terminate all outstanding Options and return to each Participant the payroll deductions credited to such Participant’s Purchase Account or to provide for the Offering Period in progress to end on a date prior to the consummation of such sale or merger.

19. Amendments or Termination of this Plan.

(a) The Board of Directors or the Committee may at any time and for any reason amend, modify, suspend, discontinue, or terminate this Plan without notice; provided that no Participant’s existing rights in respect of existing Options are adversely affected thereby. To the extent necessary to comply with Section 423 of the Code (or any other applicable law, regulation, or stock exchange rule), the Company shall obtain stockholder approval in such a manner and to such a degree as required. Notwithstanding anything in this Plan to the contrary, this Plan shall automatically terminate on the earlier to occur of (i) the date that the share reserve under Section 15(b) is depleted and (ii) the tenth anniversary of the date this Plan was adopted by the Board of Directors.

(b) Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Board or the Committee shall be entitled to change the Purchase Price and the Offering Periods, limit or increase the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in an amount less than or greater than the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Board or the Committee determines in its sole discretion advisable, which are consistent with this Plan; provided, however, that changes to (i) the Purchase Price, (ii) the Offering Period, (iii) the maximum percentage of Compensation that may be deducted pursuant to Section 6(a), or (iv) the maximum number of Shares that may be purchased in an Offering Period, shall not be effective until communicated to Participants in a reasonable manner, with the determination of such reasonable manner in the sole discretion of the Board or the Committee.

20. No Other Obligations. The receipt of an Option pursuant to this Plan shall impose no obligation upon the Participant to purchase any Shares covered by such Option. Nor shall the granting of an Option pursuant to this Plan constitute an agreement or an understanding, express or implied, on the part of the Company to employ the Participant for any specified period.

-8-

21. Notices and Communication. Any notice or other form of communication that the Company or a Participant may be required or permitted to give to the other shall be provided through such means as designated by the Committee, including, but not limited to, any paper or electronic method.

22. Condition Upon Issuance of Shares.

(a) Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the 1933 Act and the 1934 Act and the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

23. General Compliance. This Plan shall be administered and Options shall be exercised in compliance with the 1933 Act, 1934 Act, and all other applicable securities laws and Company policies, including, without limitation, any insider trading policy of the Company.

24. Term of this Plan. This Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company and shall continue in effect until terminated pursuant to Section 19.

25. Governing Law. This Plan and all Options granted hereunder shall be construed in accordance with and governed by the laws of the State of Delaware without reference to choice of law principles and subject in all cases to the Code and the regulations thereunder.

26. Non-U.S. Participants. To the extent permitted under Section 423 of the Code, without the amendment of this Plan, the Company may provide for the participation in this Plan by Eligible Employees who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in this Plan as may in the judgment of the Company be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Company may make such modifications, amendments, procedures, subplans, and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or the Participating Subsidiaries operate or have employees. Each subplan shall constitute a separate “offering” under this Plan in accordance with Treas. Reg. §1.423-2(a).

Adopted by the Board of Directors of Presidio, Inc. on [●], 2017.

-9-

EX-10.27

Exhibit 10.27

FORM OF

STAY BONUS AGREEMENT

THIS STAY BONUS AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between Presidio LLC (the “Company”), and the employee whose name appears on the signature page hereto (the “Employee”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Presidio, Inc. Amended and Restated 2015 Long-Term Incentive Plan, as amended, modified, or supplemented from time to time.

WHEREAS, Presidio Holdings, Inc., a Delaware corporation and indirect parent of the Company (“Presidio Holdings”), has entered into that certain Agreement and Plan of Merger, dated as of November 26, 2014 (the “Merger Agreement”), by and among the Company, Aegis Holdings, Inc., a Delaware corporation (“Aegis Holdings”), Aegis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and AS Presidio Holdings LLC, a Delaware limited liability company, solely in its capacity as representative for the Securityholders (as defined in the Merger Agreement), pursuant to which, at the Closing (as defined in the Merger Agreement), which occurred on February 2, 2015 (the “Closing Date”), Merger Sub merged with and into Presidio Holdings, with Presidio Holdings surviving as a subsidiary of Aegis Holdings (the “Merger”);

WHEREAS, the Employee is currently employed by the Company; and

WHEREAS, the Company desires to encourage the continued availability of the services of the Employee following the consummation of the Merger and in furtherance thereof is willing to provide certain additional incentives to the Employee to remain with the Company.

NOW, THEREFORE, in consideration of these promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Employee agree as follows:

1.    Expiration Date. This Agreement and any unvested rights to payment hereunder shall terminate and cease to be of further force and effect on the tenth anniversary of the Closing Date (the “Expiration Date”).

2.    Stay Bonus.

(a)    Eligibility. Subject to the terms and conditions of this Agreement, the Employee shall be eligible to receive a stay bonus of up to the amount set forth on the signature page hereto (the “Stay Bonus”).

(b)    Vesting. The Stay Bonus shall vest and become payable as follows, subject in each instance to the Employee’s continued employment with the Company or its subsidiaries through the applicable vesting date: (i) 50% of the Stay Bonus shall vest on the earlier of (A) the date that is 30 months following the Closing Date and (B) the date on which a Change in Control or Qualified Public Offering occurs (the “Liquidity Date”); and (ii) 50% of the Stay Bonus shall vest on a Liquidity Date, if any, that occurs prior to the Expiration Date.

Any portion of the Stay Bonus that becomes vested in accordance with this Section 2(b) shall be paid to the Employee no later than the second regularly scheduled payroll date following the applicable vesting date.

(c)    Termination of Employment. If, (i) prior to the vesting date set forth in Section 2(b)(i), the Employee’s employment is terminated by the Company without Cause, then 50% of the Stay Bonus shall vest on the date of the Employee’s termination of employment (the “Termination Date”) and shall be paid on earlier of (A) the date that is 30 months following the Closing Date and (B) the date on which a Change in Control occurs; and (ii) prior to the vesting date set forth in Section 2(b)(ii), the Employee’s employment is terminated by the Company without Cause, then 50% of the Stay Bonus shall vest on the Termination Date and shall be paid on the next occurring Liquidity Date; provided, however, that if a Liquidity Date does not occur prior to the Expiration Date, then the Employee’s right to receive a payment pursuant to this Section 2(c)(ii) shall be forfeited without consideration.

3.    Restrictive Covenants. The Employee acknowledges that he or she has received good and valuable consideration, the sufficiency of which is hereby acknowledged, for the applicable covenants set forth in this Section 3.

(a)    Nondisclosure; Confidential Information. The Employee shall not disclose or use at any time, either during his or her employment with the Company and its subsidiaries or thereafter, any Confidential Information of which the Employee is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by the Employee’s performance in good faith of duties assigned to the Employee by the Company or its subsidiaries. The Employee shall take all appropriate steps to safeguard Confidential Information in his or her possession and to protect it against disclosure, misuse, espionage, loss, and theft. The Employee shall deliver to the Company upon his or her termination of employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as defined below) of the business of the Company or any of its affiliates that the Employee may then possess or have under his or her control. The obligations set forth in this Section 3(a) shall survive the Employee’s termination of employment with the Company and its subsidiaries. The foregoing does not limit any other nondisclosure or confidentiality obligation otherwise applicable to the Employee.

(b)    Nondisparagement. The Employee shall not, either during his or her employment with the Company and its subsidiaries or thereafter, directly or indirectly, whether in writing or orally, publicly make any statement related to the Company,

AP VIII Aegis Holdings LP, a Delaware limited partnership (together with its affiliates, the “Apollo Group”), the Employee’s employment with the Company or the Employee’s termination of employment, including the reasons for or any of the events or circumstances surrounding such termination of employment, that could reasonably be understood as disparaging the Company or the Apollo Group or any of their respective affiliates, directors, officers, employees, agents, advisors, or representatives or that is intended to harm the business or reputation of the Company, the Apollo Group, or any of their respective affiliates, directors, officers, employees, agents, advisors, or representatives; provided, however, that the foregoing shall not be deemed to prevent or impair

the Employee from testifying in any legal or administrative proceeding or responding to inquiries or requests for information by any regulator or auditor.

-2-

(c)    Proprietary Rights. The Employee recognizes that the Company and its affiliates possess a proprietary interest in all Confidential Information and Work Product and have the exclusive right and privilege to use, protect by copyright, patent, or trademark, or otherwise exploit the processes, ideas, and concepts described therein to the exclusion of the Employee, except as otherwise agreed between the Company and the Employee in writing. The Employee expressly agrees that any Work Product made or developed by the Employee or the Employee’s agents or affiliates during the course of the Employee’s employment with the Company and its affiliates, including any Work Product based on or arising out of Work Product, shall be the property of and inure to the exclusive benefit of the Company and its affiliates. The Employee further agrees that all Work Product developed by the Employee (whether or not able to be protected by copyright, patent, or trademark) during the course of the Employee’s employment with the Company and its affiliates, or involving the use of the time, materials, or other resources of the Company or any of its affiliates, shall be promptly disclosed to the Company and shall become the exclusive property of the Company, and the Employee shall execute and deliver any and all documents necessary or appropriate to implement the foregoing.

(d)    Remedies. The Employee acknowledges that the time, scope, geographic area, and other provisions of this Section 3 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement and in light of the opportunity to receive the Stay Bonus. The Employee further acknowledges and agrees that the terms of this Section 3: (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Company and its affiliates, (iii) impose no undue hardship on the Employee, and (iv) are not injurious to the public. The Employee further acknowledges and agrees that a breach of the provisions of this Section 3 will cause the Company irreparable harm, which cannot be adequately compensated by money damages, and agrees that the Company shall be entitled to temporary and permanent injunctive and other equitable relief (in addition to any other remedies that may be available at law or in equity) in case of any such breach or attempted breach and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief) and without the necessity of proof of actual damages. In the event the Employee breaches any covenant under this Section 3, or if applicable, any covenant under any noncompetition, non-solicitation or non-hire agreement between the Company or its Affiliates and the Employee, no further payments under this Agreement shall be made to the Employee. If any of the restrictions contained in this Section 3 is found by any court of competent jurisdiction to be unenforceable because it is too broad, then such restriction shall nevertheless remain effective but shall be considered amended to have the broadest terms that such court may find enforceable.

(e)    Certain Definitions.

(i)    “Confidential Information” means information that is not generally known to the public (except for information known to the public because of the Employee’s violation of Section 3(c) or in breach of any other obligation owed by the Employee to the

-3-

Company or any of its affiliates) and that is used, developed, or obtained by the Company or any of its affiliates in connection with its business, including information, observations, and data obtained by the Employee while employed by the Company, its affiliates, or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning, with respect to the Company, its affiliates, or any predecessors thereof, its business or affairs, products, or services, fees, costs and pricing structures, designs, analyses, drawings, photographs and reports, computer software, including operating systems, applications and program listings, flow charts, manuals and documentation, databases, accounting and business methods, inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, customers and clients and customer or client lists, other copyrightable works, all production methods, processes, technology, and trade secrets, and all similar and related information in whatever form. “Confidential Information” will not include any information that has been published in a form generally available to the public prior to the date the Employee proposes to disclose or use such information; provided that information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

(ii)    “Work Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, and all similar or related information (whether patentable or unpatentable) that relates to the Company’s or any of its affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, or made by the Employee (whether or not during usual business hours and whether or not alone or in conjunction with any other person or entity) while employed by the Company or any of its affiliates (including those conceived, developed, or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights, and reissues thereof that may be granted for or upon any of the foregoing.

4.    Miscellaneous.

(a)    Entire Agreement. This Agreement (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral negotiations, commitments, representations, and agreements with respect thereto.

(b)    No Right to Continued Employment. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company to terminate the Employee’s employment at any time and for any reason.

(c)    Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the legality or validity of the remaining terms.

-4-

(d)    Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local, and foreign taxes as may be required to be withheld pursuant to any applicable law or regulation.

(e)    Notices. All notices, requests, demands, and other communications hereunder must be in writing and shall be personally delivered or sent by reputable commercial overnight delivery service or, deposited with the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:

If to the Company, addressed to:

Presidio LLC

12120 Sunset Hills Road

Suite 202

Reston, Virginia 20190

Attention: Chief Financial Officer

If to the Employee, addressed to:

The Employee’s address most recently on file with the Company.

(f)    Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

(g)    Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties hereto hereby consents to the exclusive jurisdiction of the chancery courts of the State of Delaware and the U.S. District Court for the District of Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement. Each of the parties hereby voluntarily and irrevocably waives trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

(h)    Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Employee or the Company to the Committee for review. The resolution of such a dispute by the Committee shall be final, binding, and conclusive on the Company and the Employee.

(i)    Section 409A. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding anything in this Agreement, references herein to any termination of Employee’s employment is intended to refer to a “separation from service” as determined under Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code.

-5-

(j)    Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.

(k)    Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

-6-

IN WITNESS WHEREOF, the undersigned have each executed this Agreement as of the date first written above.

PRESIDIO LLC
By:
	Name:
	Title:
EMPLOYEE
[Employee Name]
Stay Bonus: $[            ]

[Signature Page to Stay Bonus Agreement]

EX-10.28

Exhibit 10.28

	1 Penn Plaza 28th Floor
	New York, NY 10119 www.presidio.com
	February 3, 2017 Steven Lerner
	Dear Steven,
	We are pleased to offer you the position as a Member of the Board of Directors, and Audit Committee Member with Presidio, Inc. (Parent company of Presidio Holdings Inc.). We are very excited to have you join the organization as we continue to grow and evolve Presidio. Your experience will be a tremendous asset and look forward to your acceptance. The terms of the Board Membership are as follows:
	Effective Date:	On or about February 10, 2017
	Compensation:	You will be compensated with an annual retainer of $50,000 (paid quarterly) for serving on the Board and $2,000 additionally for In Person Board meetings and $1,000 for Teleconference meetings. Additionally, you’ll be paid an annual retainer of $5,000 (paid quarterly) for serving on the Audit Committee and $2,000 for In Person Audit Committee meetings and $1,000 for Teleconference meetings. Compensation policies for directors and committee members are subject to change as determined by the Compensation Committee from time to time.
	Option Opportunity:	Upon board approval of your membership you are eligible to receive 7,500 shares in Presidio stock options, which will be granted in connection with the IPO at the IPO offering price. The options are time based and vest in equal increments each year on the anniversary date of the initial grant for a 3 year period. The Options grant is contingent upon the Board member executing the Presidio Options Agreement and Presidio NDA Agreement.
	Expenses:	As a board member, you are eligible for reasonable expense reimbursement as it relates to your travel, lodging and meals to attend Board and Audit Committee meetings upon presentation of expense statements or other supporting information as may be required.
	D & O Insurance	The Company carries $25 million in Directors & Officers Liability insurance.
	Upcoming Board Meetings:	February 15, 2017 May 11, 2017	8AM-12PM 8AM-12PM	1 Penn Plaza, NY, NY 1 Penn Plaza, NY, NY
		June 29, 2017	8AM-12PM	WebEx
		August 10, 2017	8AM-12PM	1 Penn Plaza, NY, NY

Page 1 of 2

Important:

You represent and warrant that in your acceptance of and performance in this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information. Your acceptance of this offer is not based on any promises or representations other than those contained in this letter. Also, you represent and warrant that you are not bound by any agreement with or obligation to a current or previous employer or other party that may conflict with or otherwise prevent the full performance of your duties and obligations to Presidio. In addition, you represent that your board membership with Presidio does not and will not breach any agreement or obligation to keep in confidence any proprietary information belonging to another party, and that you will not disclose or otherwise use any such information in connection with your Director position.

We look forward to your joining the Presidio board. As confirmation of your acceptance of our offer, please sign this offer letter below by February 10, 2017. Should you have any questions, please do not hesitate to contact me at 212.324.4305. Sincerely, Bob Cagnazzi CEO I hereby accept this offer based upon the above stated terms and conditions.

Board Member Signature:		Date:	2/6/2017
Presidio Signature:		Date:	2/6/2017

Page 2 of 2

EX-10.29

Exhibit 10.29

EXECUTION VERSION

NOTES PURCHASE AGREEMENT

This NOTES PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2017, is by and between Presidio Holdings Inc., a Delaware corporation (“Presidio”), Presidio, Inc. (“Parent”), a Delaware corporation and the direct parent of Presidio, and Deutsche Bank AG, London Branch (“Deutsche Bank”). Presidio, Parent and Deutsche Bank are herein referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Parent intends to issue shares of common stock, par value $0.01 per share (“Common Stock”) in an initial public offering (the “IPO”);

WHEREAS, Deutsche Bank holds 100% of Presidio’s outstanding 10.25% Senior Subordinated Notes due 2023 (the “Subordinated Notes”), in the amount of $111,844,000, issued pursuant to that certain Indenture, dated as of February 2, 2015, among Presidio, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (the “Indenture”);

WHEREAS, pursuant to the Indenture, Presidio may use the proceeds from an equity issuance by Parent to redeem a portion of the Subordinated Notes at a price of 110.25% (expressed as a percentage of the principal amount of such redeemed Subordinated Notes), plus accrued and unpaid interest thereon, if any;

WHEREAS, Parent intends that certain of the IPO proceeds be used to repurchase or redeem Presidio’s indebtedness, including all or a portion of the Subordinated Notes; and

WHEREAS, Deutsche Bank is willing to sell to Parent up to 100% of the outstanding principal amount of the Subordinated Notes at a purchase price of 110.25% (expressed as a percentage of the principal amount thereof), plus accrued and unpaid interest, if any, to the Repurchase Date (as defined below) on the Subordinated Notes repurchased, if any (together, and expressed as a percentage of principal amount thereof, the “Notes Purchase Price”).

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereto agree as follows:

Section 1. Sale and Purchase.

(a) Subject to consummation of the IPO, Deutsche Bank agrees to sell to Parent, and Parent agrees to purchase from Deutsche Bank, at the Notes Purchase Price, 100% of the principal amount of Subordinated Notes, provided, however, that if the board of directors of Parent determines (in its sole discretion, consistent with the recommendation of the Special Committee of such board with respect to the transactions contemplated by this Agreement) that the net cash proceeds from the IPO (the “Net IPO Proceeds”) are insufficient to purchase 100% of the principal amount of the Subordinated Notes at the Notes Purchase Price, then Parent shall purchase from Deutsche Bank, and Deutsche Bank agrees to sell to Parent, at the Notes Purchase

Price, the largest principal amount of the Subordinated Notes that can be purchased at the Notes Purchase Price with the Net IPO Proceeds, as determined by the board of directors of Parent (in its sole discretion).

(b) Subject to consummation of the IPO, payment for the Subordinated Notes shall be made by Parent in same day funds by wire transfer to an account acceptable to Deutsche Bank on or prior to the date that is three business days following the receipt by Parent of the Net IPO Proceeds, if any (the date of such purchase and sale, the “Repurchase Date”). In connection with the Repurchase Date, Deutsche Bank shall take all actions reasonably requested by Parent to evidence the transfer of the Notes to Parent.

(c) Deutsche Bank agrees that, from the date hereof until the date on which this agreement is terminated in accordance with Section 3 below, Deutsche Bank will not sell or transfer the Subordinated Notes to any person without the written consent of Parent and Presidio.

Section 2. Representations and Warranties

Each Party hereto represents and warrants to the other, as an essential part of this Agreement that: (a) such Party is duly organized and validly existing and in good standing under the jurisdiction of its incorporation or formation; (b) such Party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (c) the execution of this Agreement has been duly authorized and has been duly executed and delivered by such Party and constitutes the valid and legally binding obligation of such Party, enforceable in accordance with its terms; and (d) such Party does not have any agreement with, or obligations to, a third party that conflicts in any way with such Party’s obligations under this Agreement.

Section 3. Term

This Agreement shall terminate on the earliest of:

(a) the business day following the Repurchase Date;

(b) any date on which Presidio or Parent publicly discloses that Parent does not intend to consummate the IPO;

(c) the date on which either party to the CDS Confirmation designates an Early Termination Date under the CDS Confirmation in accordance with the terms thereof, provided that Deutsche Bank will give notice to Parent and Presidio promptly following any Early Termination Date;

(d) the date of any Event Determination Date which is applicable according to the CDS Confirmation occurs under the CDS Confirmation in accordance with the terms thereof; and

-2-

(e) February 15, 2018, provided that the IPO has not occurred on or prior to such date.

The party designating any Early Termination Date shall give notice to Parent and Presidio promptly following any Early Termination Date. For the purposes of this Section 3, (i) “CDS Confirmation” means that certain confirmation evidencing the terms and conditions of the credit derivative transaction entered into between Deutsche Bank and PCDH Holdings III, L.P., dated August 20, 2015, as amended from time to time and as in effect on the date hereof, and (ii) the terms “Early Termination Date” and “Event Determination Date”; shall have the meanings given to them in the CDS Confirmation.

Section 4. Limitation of Liability; Remedies.

(a) None of the Parties shall be liable to the other for any special, indirect, incidental, punitive or consequential damages or lost profits arising in connection with this Agreement.

(b) Money damages would not be a sufficient remedy for any actual or threatened breach of this Agreement by any Party or its respective subsidiaries and each Party shall be entitled to specific performance, including, without limitation, injunctive relief, as a remedy for any breach or threatened breach of this Agreement by any other Party or its subsidiaries and each Party waives any defense in any action for specific performance that a remedy at law would be adequate. Specific performance shall not be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to all other remedies available at law or equity.

Section 5. Performance. Each of the Parties shall use all commercially reasonable efforts to cause to be performed all actions, agreements and obligations set forth herein to be performed by any subsidiary of such Party.

Section 6. Successors and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement may not be assigned by any Party by operation of law or otherwise without the express written consent of the other Party (which consent may be granted or withheld).

Section 7. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7):

(1) if to Presidio or Parent:

Presidio, Inc.

One Penn Plaza

New York, New York 10119

-3-

Attn: Elliot Brecher

(2) if to Deutsche Bank:

60 Wall Street, 5th Floor

New York, NY, USA 10005

Attn: Alexander Gorokhovskiy

Telephone No.: 212-250-2626

E-mail: gpfny@list.db.com

Section 8. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, supersedes all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

Section 9. No Third-Party Beneficiaries. Except as set forth in the last sentence of this paragraph, the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any person except the Parties any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Notwithstanding the foregoing, PCDH Holdings III, L.P., shall be a third party beneficiary of this agreement, and this Agreement may not be amended or modified in any manner adverse to PCDH Holdings III, L.P., without the consent thereof.

Section 10. Governing Law. This Agreement (and any claims or disputes arising out of or related to this Agreement or to the transactions contemplated by this Agreement or to the inducement of any Party to enter into this Agreement or the transactions contemplated by this Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). No claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and the Parties consent to the jurisdiction of such courts and personal service with respect thereto.

Section 11. Amendment; Waiver.

(a) No provision of this Agreement may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement signed by all the Parties.

-4-

(b) The performance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Party entitled to enforce such term, but such waiver shall be effective only if it is in writing signed by a duly authorized officer of the Party against which such waiver is to be asserted. Unless otherwise expressly provided in this Agreement, no delay or omission on the part of any Party in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right or privilege under this Agreement operate as a waiver of any other right or privilege under this Agreement, nor shall any single or partial exercise of any right or privilege preclude any other or future exercise thereof or the exercise of any other right or privilege under this Agreement.

Section 12. Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) the Parties have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (j) a reference to any person includes such person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless business days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a business day, the period shall end on the next succeeding business day.

Section 13. Counterparts. This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 14. Waiver of Jury Trial. EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OR OTHER PARTY HAS

-5-

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

[Signature Page Follows]

-6-

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the date and year first written above.

PRESIDIO, INC.
By:	/s/ Robert Cagnazzi
Name:	Robert Cagnazzi
Title:	Chief Executive Officer
PRESIDIO HOLDINGS INC.
By:	/s/ Robert Cagnazzi
Name:	Robert Cagnazzi
Title:	Chief Executive Officer
DEUTSCHE BANK AG, LONDON BRANCH
By:		/s/ Alexander Gordkhovskiy
Name:		Alexander Gordkhovskiy
Title:		Director
By:		/s/ Fredric R. Rosenberg
Name:		Fredric R. Rosenberg
Title:		Managing Director

[Signature Page to Note Purchase Agreement]

EX-10.30

Exhibit 10.30

	1 Penn Plaza
	28th Floor
	New York, NY 10119
	www.presidio.com
	April 27, 2016
	Pankaj Patel
	Dear Pankaj,
	We are pleased to offer you the position as a Member of the Board of Directors, and Technology Committee Member with Aegis Holdings, Inc. (Parent company of Presidio Holdings Inc.). We are very excited to have you join the organization as we continue to grow and evolve Presidio. Your experience will be a tremendous asset and look forward to your acceptance. The terms of the Board Membership are as follows:
	Effective Date:	On or about May 19, 2016
	Compensation:	You will be compensated with an annual retainer of $50,000 (paid quarterly) and $2,000 additionally for In Person Board meetings and $1,000 for Teleconference meetings. Additionally, you’ll be paid $2,000 for In Person Technology Committee meetings and $1,000 for Teleconference meetings. Compensation policies for directors and committee members are subject to change as determined by the Compensation Committee from time to time.
	Option Opportunity:	Upon board approval of your membership you are eligible to receive 7,500 shares in Presidio stock options, valued at the most current, board approved strike price. The options are time based and vest in equal increments each year on the anniversary date of the initial grant for a 3 year period. The Options grant is contingent upon the Board member executing the Presidio Options Agreement and Presidio NDA Agreement.
	Expenses:	As a board member, you are eligible for reasonable expense reimbursement as it relates to your travel, lodging and meals to attend Board and Technology Committee meetings upon presentation of expense statements or other supporting information as may be required.
	D & O Insurance	The Company carriers $25 million in Directors & Officers Liability insurance.
	Upcoming Board Meetings:	May 19, 2016	8AM-12PM	1 Penn Plaza, NY, NY
		August 10, 2016	8AM-12PM	1 Penn Plaza, NY, NY
		November 11, 2016	8AM-12PM	1 Penn Plaza, NY, NY
		February 9, 2016	8AM-12PM	1 Penn Plaza, NY, NY

Page 1 of 2

Important:	You represent and warrant that in your acceptance of and performance in this position you will not violate the term of any agreement applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information. Your acceptance of this offer is not based on any promises or representations other than those contained in this letter.
	Also, you represent and warrant that you are not bound by any agreement with or obligation to a current or previous employer or other party that may conflict with or otherwise prevent the full performance of your duties and obligations to Presidio. In addition, you represent that your board membership with Presidio does not and will not breach any agreement or obligation to keep in confidence any proprietary information belonging to another party, and that you will not disclose or otherwise use any such information in connection with your Director position.
We look forward to your joining the Presidio board. As confirmation of your acceptance of our offer, please sign this offer letter below by May 15, 2016. Should you have any questions, please do not hesitate to contact me at 212.324.4305. Sincerely, Bob Cagnazzi CEO I hereby accept this offer based upon the above stated terms and conditions.

Board Member Signature:		Date:	5/16/16
Presidio Signature:	/s/ Robert Cagnazzi	Date:	5/16/16

Page 2 of 2

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Amendment No. 3 to the Registration Statement (No. 333-214755) on Form S-1 of Presidio, Inc. of our report dated September 26, 2016, relating to the consolidated financial statements of Presidio, Inc., appearing in the Prospectus, which is part of this Registration Statement, and of our report dated September 26, 2016 relating to the financial statement schedules appearing elsewhere in this Registration Statement.

We also consent to the reference to our firm under the heading “Experts” in such Prospectus.

/s/ RSM US LLP

McLean, Virginia

February 15, 2017

EX-23.3

Exhibit 23.3

QUOTE INDEMNIFICATION AGREEMENT

***Note: The Required Disclaimer on Exhibit A and the Terms and Conditions of Gartner’s

consent to quote on Exhibit B are not negotiable and may not be changed. ***

THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 13^th day of February, 2017 by and between Presidio, Inc., a Delaware corporation with offices at One Penn Plaza, New York, New York 10119 (the “Issuer”) and Gartner, Inc., a Delaware corporation with offices at 56 Top Gallant Road, Stamford, Connecticut 06902-7700 (“Gartner”).

Gartner hereby consents to the quotation by Issuer in its Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission on or around February 13, 2017 (the “Filing”), of the Gartner material set forth on the attached Exhibit A (the “Gartner Material”).

In consideration of Gartner’s consent, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer hereby acknowledges and agrees to the terms and conditions set forth on the attached Exhibit B.

In witness whereof, the Issuer and Gartner have executed this Agreement as of the date set forth above.

Presidio, Inc.			Gartner, Inc.
By:	/s/ Elliot Brecher		By:	/s/ Jason Pfeifer
Name:	Elliot Brecher		Name:	Jason Pfeifer
Its duly authorized:	SVP & General Counsel		Its duly authorized:	Yes
Date:	2/15/17		Date:	2/15/17
		Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit A

Gartner Material

See attached for quoted material.

Required Disclaimer (to appear on the same page as the reference to the Gartner Reports):

The Gartner Report(s) described herein, (the “Gartner Report(s)”) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Report(s) are subject to change without notice.

Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit B

Terms and Conditions of Gartner’s consent to quote:

a. The Gartner Material shall be presented in the Filing as representing research opinion or viewpoints published by Gartner, and not as a representation of fact.

b. The disclaimer set forth on Exhibit A shall be included in the Filing on the same page as the Gartner Material, or in the vicinity thereof, and in the same font size.

c. Gartner disclaims all warranties, express or implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability of fitness for a particular purpose, and warranties as to accuracy, completeness or adequacy of the Gartner Material.

d. The Gartner Material speaks as of its original publication date (and not as of the date of the Filing) and that the opinions expressed in the Gartner Material are subject to change without notice.

e. Gartner shall have no liability for errors, omissions or inadequacies in the Gartner Material or for any interpretations of the Gartner Material.

f. Issuer agrees to indemnify and hold harmless Gartner, its subsidiaries and their respective directors, officers, directors, shareholders, employees and agents, from and against any and all claims, liabilities, demands, causes of action, damages, losses and expenses (including reasonable attorney’s fees and costs) arising, directly or indirectly, and without limitation, out of or in connection with the Filing.

g. Issuer agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to conflict of law principles.

Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit A

BASIS OF PRESENTATION

*        *        *         *        *        *

• We calculate total addressable market (“TAM”) amounts using a methodology combining calculations of Gartner, Inc. and the Company’s management. The data underlying the TAM amounts were calculated by Gartner, and the Company’s management used the TAM amounts to calculate the compound annual growth rate (“CAGR”) between certain periods. In calculating TAM amounts with respect to the Digital Infrastructure, Cloud and Security components, Gartner excluded certain sub-components from the Security TAM that because they are not part of our solution set: Consumer Security Software, Data Loss Prevention, Endpoint Protection Platform (Enterprise), Identity Governance and Administration, IPS Equipment, Other Identity Access Management, Other Security Software, Secure E-Mail Gateway, Secure Web Gateway, Security Information and Event Management (SIEM), Security Testing, VPN/Firewall Equipment, and Web Access Management (WAM). Our management then calculated CAGR using the revised TAM amounts, resulting in the amounts reported in this prospectus for TAM CAGR in this prospectus. See “Prospectus Summary—Market Overview” and “Business—Market Overview.”

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains industry and market data, forecasts and projections that are based on internal data and estimates, independent industry publications, reports by market research firms and other independent sources, such as Gartner. Although we believe them to be accurate, there can be no assurance as to the accuracy or completeness of such information. Although we are responsible for all of the disclosures contained in this prospectus, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

*        *        *         *        *        *

The Gartner Reports described herein (the “Gartner Reports”), which were prepared for us in connection with this prospectus, represent research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner Reports speak as of their original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

In certain instances where the Gartner Reports are identified as the sources of market and industry data contained in this prospectus, the applicable report is identified by superscript notations. The sources of these data are provided below:

(1) Gartner, Market Databook, 2Q16 Update, dated as of June 29, 2016.

(2) Gartner, 2016 CIO Agenda: A U.S. Perspective, dated as of February 19, 2016.

(3) Gartner, Report to Presidio, dated as of May 10, 2016.

(4) Gartner, Forecast: Information Security, Worldwide, 2014-2020, 2Q16 Update, dated as of August 25, 2016.

(5) Gartner, Market Share: IT Services, 2015, dated as of April 6, 2016.

(6) Gartner, Market Trends: Cloud Adoption Trends Favor Public Cloud with a Hybrid Twist, dated as of August 4, 2016.

(7) Gartner, Market Databook, 4Q13 Update, dated as of December 24, 2013.

In the Gartner Reports, the market and industry data presented is based on end-user spending and represents calendar year data.

Unless otherwise indicated, in this prospectus, companies in the geographic market of the United States and Canada (the “North American IT market”) are divided into four categories. These categories are those used by Gartner, and are based on the size of the company. SOHO (Small Office/Home Office) companies are characterized by one-nine employees. Small businesses are characterized by 10-99 employees and less than $50 million in revenue. Midsize, or middle market, companies are characterized by 100-1,000 employees and $50 million to $1 billion in revenue. Large, or enterprise, companies are characterized by over 1,000 employees and more than $1 billion in revenue.

Unless otherwise indicated, in this prospectus, spend in the North American IT market is divided into five categories:

• The “Data Center Systems / Network” category includes servers, external controller-based storage, enterprise network equipment and unified communications;

• The “Devices” category includes PCs, tablets, phones and printers;

• The “Software” category includes enterprise application software (enterprise resource planning (“ERP”), human resources (“HR”), collaborative, client relationship management (“CRM”) and engineering software) and infrastructure software (application development, information management, enterprise system management, security system software and operating systems);

• The “IT Services” category includes business IT services (consulting, implementation, IT outsourcing and “business process outsourcing”) and IT product support (software support and hardware support); and

• The “Communications Services” category includes enterprise fixed and mobile services (wide area network (“WAN”), core network, voice services, mobile data services, etc.) and consumer fixed and mobile services (fixed-line voice services, broadband, mobile access and traffic fees, etc.).

PROSPECTUS SUMMARY

Company Overview

*        *        *         *        *        *

Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016.

2

Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

*        *        *         *        *        *

Market overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner² predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

¹  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

²  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

3

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates.³

Digital Infrastructure TAM   Cloud TAM           Security TAM                

Specific components of our TAM are as follows:

Digital infrastructure solutions: Gartner and management estimate that our addressable enterprise-class infrastructure market was $125 billion in 2015 and is projected to grow at a 5% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, infrastructure consulting, network services, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of Software-as-a-Service (“SaaS”) applications into environments, low-latency requirements, software-defined networks (“SDN”), IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

Cloud solutions: Over the past several years, the SaaS, Platform-as-a-Service (“PaaS”) and Infrastructure-as-a-Service (“IaaS”) markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,⁴ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.⁵ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

³  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

⁴  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁵  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

4

We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.⁶ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

*        *        *         *        *        *

Cloud solutions: … A recent survey by Gartner⁷ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017.

*         *        *        *        *        *

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner⁸ and the Bureau of Economic Analysis, respectively.⁹

BUSINESS

Company Overview

*        *        *         *        *        *

Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

*        *        *         *        *        *

⁶  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

⁷  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

⁸  See Gartner note (7) in the section titled “Market, Industry and Other Data.”

⁹  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

5

Market overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner¹¹ predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 9% CAGR from $154 billion in 2015 to $232 billion in 2020, according to Gartner and management estimates.¹²

¹⁰ See Gartner note (1) in the section titled “Market, Industry and Other Data.”

¹¹ See Gartner note (2) in the section titled “Market, Industry and Other Data.”

¹² See Gartner note (3) in the section titled “Market, Industry and Other Data.”

6

Digital Infrastructure TAM   Cloud TAM           Security TAM                

Specific components of our TAM are as follows:

Digital infrastructure solutions: Gartner and management estimate that our addressable enterprise-class infrastructure market was $125 billion in 2015 and is projected to grow at a 5% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, infrastructure consulting network services, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,¹³ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.¹⁴ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.¹⁵ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national

¹³ See Gartner note (4) in the section titled “Market, Industry and Other Data.”

¹⁴ See Gartner note (4) in the section titled “Market, Industry and Other Data.”

¹⁵ See Gartner note (5) in the section titled “Market, Industry and Other Data.”

7

team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

*        *        *         *        *        *

Cloud solutions: … A recent survey by Gartner¹⁶ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017.

*        *        *         *        *        *

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner¹⁷ and the Bureau of Economic Analysis, respectively.¹⁸

EXPERTS

*        *        *         *        *        *

Certain statistical and market data contained herein have been derived from and included herein in reliance upon, the market research report prepared by Gartner, Inc., an independent provider of research and analysis on the global IT industry, commissioned by the Company and issued on May 10, 2016 and upon the authority of said firm as experts with respect to the matters covered by its report.

Index to Exhibits

*        *        *         *        *        *

23.3 Consent of Gartner, Inc.

* To be filed by amendment.

¹⁶  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

¹⁷  See Gartner note (7) in the section titled “Market, Industry and Other Data.”

¹⁸  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

8