Common use of TRADEMARKS AND TRADEMARK APPLICATIONS Clause in Contracts

TRADEMARKS AND TRADEMARK APPLICATIONS. Xxxx App. No. Reg. No. Filing Date Reg. Date Owner LICENSES EXHIBIT I-1 Schedule 7 DEPOSIT ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 8 SECURITIES ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 9 COMMERCIAL TORT CLAIMS AND LETTER OF CREDIT RIGHTS COMMERCIAL TORT CLAIMS LETTER OF CREDIT RIGHTS EXHIBIT I-1 Schedule 10 INSURANCE Use of Coverage Carrier Policy No. Retention/ Deductibles Limits Attach Expire Deposit Premium EXHIBIT A EXHIBIT I-2 [FORM OF] SUPPLEMENTAL PERFECTION CERTIFICATE August 20, 2013 Reference is made to that certain First Lien Credit Agreement, dated as of August 20, 2013 (the “Credit Agreement”), among TriNet HR Corporation, a California corporation (the “Borrower”), TriNet Group, Inc., a Delaware corporation (“Holdings”), the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) (the following terms used herein shall have the meaning given to such terms in the Uniform Commercial Code as in effect in the jurisdiction applicable to such Collateral: Certificated Security, Commercial Tort Claims, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Letter-of-Credit Right, Securities Account, Securities Intermediary and Tangible Chattel Paper; other capitalized terms not defined herein shall have the meaning given to such terms in the Credit Agreement). This Certificate is delivered pursuant to Section 5.03(b) of the Credit Agreement. Each of Holdings and the Borrower hereby certifies, on behalf of itself and each other Loan Party, as follows:

TRADEMARKS AND TRADEMARK APPLICATIONS. Xxxx App. No. Reg. No. Filing Date Reg. Date Owner LICENSES EXHIBIT I-1 Schedule 7 DEPOSIT ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 8 SECURITIES ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 9 COMMERCIAL TORT CLAIMS AND LETTER OF CREDIT RIGHTS COMMERCIAL TORT CLAIMS LETTER OF CREDIT RIGHTS EXHIBIT I-1 Schedule 10 INSURANCE Use of Coverage Carrier Policy No. Retention/ Retention/Deductibles Limits Attach Expire Deposit Premium EXHIBIT A EXHIBIT I-2 J [FORM OF] SUPPLEMENTAL PERFECTION SOLVENCY CERTIFICATE August 20OF TRINET GROUP, 2013 Reference INC. AND ITS SUBSIDIARIES This Certificate is made being delivered pursuant to that certain First Section 4.01(l) of the Second Lien Credit Agreement, Agreement dated as of August 20, 2013 (as amended, supplemented or otherwise modified as of the date hereof, the “Second Lien Credit Agreement”), among TriNet HR Corporation, a California corporation Corporation (the “Borrower”), TriNet Group, Inc., a Delaware corporation Inc. (“Holdings”), the lenders from time to time party thereto and JPMorgan Chase BankWilmington Trust, N.A.National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”) (the following . Capitalized terms used herein shall have the meaning given to such terms in the Uniform Commercial Code as in effect in the jurisdiction applicable to such Collateral: Certificated Security, Commercial Tort Claims, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Letter-of-Credit Right, Securities Account, Securities Intermediary and Tangible Chattel Paper; other capitalized terms but not otherwise defined herein shall have the meaning given to such terms meanings specified in the Credit Agreement). This Certificate is delivered pursuant to Section 5.03(b) of the Second Lien Credit Agreement. Each The undersigned hereby certifies that he or she is the Chief Financial Officer of Holdings and that he or she is knowledgeable of the financial and accounting matters of Holdings and the Borrower hereby certifiesother Loan Parties, the Second Lien Credit Agreement and the covenants and representations (financial and other) contained therein and that, as such, he or she is authorized to execute and deliver this Certificate on behalf of itself Holdings. The undersigned, solely in his or her capacity as Chief Financial Officer of Holdings, and not in his or her individual capacity, believes, based upon current assumptions, which will by necessity involve uncertainties and approximations, but which he or she does not believe to be unreasonable in light of the circumstances applicable thereto, and upon the best of his or her knowledge, that on the date hereof, immediately after giving effect to the Transactions to occur on the date hereof, including the making of each other Loan Party, as followsto be made on the date hereof and the application of the proceeds of such Loans:

TRADEMARKS AND TRADEMARK APPLICATIONS. Xxxx App. No. Reg. No. Filing Date Reg. Date Owner LICENSES EXHIBIT I-1 Schedule 7 DEPOSIT ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 8 SECURITIES ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 9 COMMERCIAL TORT CLAIMS AND LETTER OF CREDIT RIGHTS COMMERCIAL TORT CLAIMS LETTER OF CREDIT RIGHTS EXHIBIT I-1 Schedule 10 INSURANCE Use of Coverage Carrier Policy No. Retention/ Retention/Deductibles Limits Attach Expire Deposit Premium EXHIBIT A EXHIBIT I-2 [FORM OF] SUPPLEMENTAL PERFECTION CERTIFICATE August 20[l], 2013 20[l] Reference is made to that certain First Second Lien Credit Agreement, dated as of August 20, 2013 (the “Credit Agreement”), among TriNet HR Corporation, a California corporation (the “Borrower”), TriNet Group, Inc., a Delaware corporation (“Holdings”), the lenders party thereto and JPMorgan Chase BankWilmington Trust, N.A.National Association, as Administrative Agent for the Lenders (in such capacity, the “Agent”) (the following terms used herein shall have the meaning given to such terms in the Uniform Commercial Code as in effect in the jurisdiction applicable to such Collateral: Certificated Security, Commercial Tort Claims, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Letter-of-Credit Right, Securities Account, Securities Intermediary and Tangible Chattel Paper; other capitalized terms not defined herein shall have the meaning given to such terms in the Credit Agreement). This Certificate is delivered pursuant to Section 5.03(b) of the Credit Agreement. Each of Holdings and the Borrower hereby certifies, on behalf of itself and each other Loan Party, as follows:

TRADEMARKS AND TRADEMARK APPLICATIONS. Xxxx App. No. Reg. No. Filing Date Reg. Date Owner LICENSES EXHIBIT I-1 Schedule 7 DEPOSIT ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 8 SECURITIES ACCOUNTS Bank Address Account Type Account Number Entity Balance as of 6/30/13 Schedule 9 COMMERCIAL TORT CLAIMS AND LETTER OF CREDIT RIGHTS COMMERCIAL TORT CLAIMS LETTER OF CREDIT RIGHTS EXHIBIT I-1 Schedule 10 INSURANCE Use of Coverage Carrier Policy No. Retention/ Retention/Deductibles Limits Attach Expire Deposit Premium EXHIBIT A EXHIBIT I-2 J [FORM OF] SUPPLEMENTAL PERFECTION SOLVENCY CERTIFICATE August 20OF TRINET GROUP, 2013 Reference INC. AND ITS SUBSIDIARIES This Certificate is made being delivered pursuant to that certain Section 4.01(l) of the First Lien Credit Agreement, Agreement dated as of August 20[•], 2013 (as amended, supplemented or otherwise modified as of the date hereof, the “First Lien Credit Agreement”), among TriNet HR Corporation, a California corporation Corporation (the “Borrower”), TriNet Group, Inc., a Delaware corporation Inc. (“Holdings”), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”) (the following . Capitalized terms used herein shall have the meaning given to such terms in the Uniform Commercial Code as in effect in the jurisdiction applicable to such Collateral: Certificated Security, Commercial Tort Claims, Deposit Account, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Letter-of-Credit Right, Securities Account, Securities Intermediary and Tangible Chattel Paper; other capitalized terms but not otherwise defined herein shall have the meaning given to such terms meanings specified in the Credit Agreement). This Certificate is delivered pursuant to Section 5.03(b) of the First Lien Credit Agreement. Each The undersigned hereby certifies that he or she is the Chief Financial Officer of Holdings and that he or she is knowledgeable of the financial and accounting matters of Holdings and the Borrower hereby certifiesother Loan Parties, the First Lien Credit Agreement and the covenants and representations (financial and other) contained therein and that, as such, he or she is authorized to execute and deliver this Certificate on behalf of itself Holdings. The undersigned, solely in his or her capacity as Chief Financial Officer of Holdings, and not in his or her individual capacity, believes, based upon current assumptions, which will by necessity involve uncertainties and approximations, but which he or she does not believe to be unreasonable in light of the circumstances applicable thereto, and upon the best of his or her knowledge, that on the date hereof, immediately after giving effect to the Transactions to occur on the date hereof, including the making of each other Loan Party, as followsto be made on the date hereof and the application of the proceeds of such Loans: