Insight Enterprises Inc Sample Contracts

Insight Enterprises Inc – AGREEMENT AND PLAN OF MERGER by and among (June 24th, 2019)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 23, 2019, is by and among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Trojan Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and PCM, Inc., a Delaware corporation (the “Company,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

Insight Enterprises Inc – VOTING AGREEMENT Dated as of June 23, 2019 by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP., PCM, INC. and THE STOCKHOLDERS OF PCM, INC. LISTED ON THE SIGNATURE PAGES HERETO (June 24th, 2019)

VOTING AGREEMENT, dated as of June 23, 2019 (this “Agreement”), by and among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Trojan Acquisition Corp., a Delaware corporation (“Merger Sub”), PCM, Inc., a Delaware corporation (the “Company”), and the Persons listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as herein defined).

Insight Enterprises Inc – EXECUTIVE EMPLOYMENT AGREEMENT (November 7th, 2018)

This Executive Employment Agreement (this “Agreement”) is entered into as of September 30, 2018 by and between Rachael Bertrandt (“Executive”), an individual, and Insight Enterprises, Inc., (the “Company”) (together, the “Parties”).

Insight Enterprises Inc – OMNIBUS AMENDMENT (June 29th, 2018)

THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of June 27, 2018 (the “Effective Date”), is entered into among INSIGHT RECEIVABLES, LLC (“Insight Receivables”), INSIGHT DIRECT USA, INC. (“Insight Direct”), INSIGHT PUBLIC SECTOR, INC. (“Insight Public”), INSIGHT ENTERPRISES, INC. (“Insight” and the “Servicer”), GOTHAM FUNDING CORPORATION (a “Conduit” or a “Purchaser”), MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., individually (“MUFG” or a “Purchaser”) and as Managing Agent for the Gotham Purchaser Group, and WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (“WFB” or a “Purchaser”) and as agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

Insight Enterprises Inc – THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENT (March 30th, 2018)

This THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS AND REAFFIRMATION AGREEMENT, dated as of March 23, 2018 (this “Amendment and Reaffirmation”), is entered into by and among CALENCE, LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), INSIGHT ENTERPRISES, INC., a Delaware corporation (“Parent Guarantor”), INSIGHT CANADA HOLDINGS, INC., f/k/a Insight Canada, Inc., INSIGHT NORTH AMERICA, INC., INSIGHT DIRECT WORLDWIDE, INC., INSIGHT RECEIVABLES HOLDING, LLC and INSIGHT TECHNOLOGY SOLUTIONS, INC. (collectively, the “Subsidiary Guarantors” and, together with the Resellers and the Parent Guarantor, the “Reaffirming Parties”), WELLS FARGO CAPITAL FINANCE, LLC, successor by merger to Castle Pines Capital LLC, a Delaware limited liability company as Administrative Agent, Collateral Agent, Syndication Agent, and Administrative Agent (“WFCF”, or the “A

Insight Enterprises Inc – AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (March 30th, 2018)

THIS AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of March 13, 2018 by and among Insight Enterprises, Inc., a Delaware corporation (the “Company”), Insight Direct (UK) Ltd., a company organized under the laws of England (the “UK Borrower”), Insight Enterprises B.V., a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The Netherlands (the “Dutch Borrower” and, collectively with the Company and the UK Borrower, the “Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and the Lenders party hereto. All capitalized terms used herein without definition shall have the same meanings as set forth in the below-defined Credit Agreement.

Insight Enterprises Inc – SECOND OMNIBUS REAFFIRMATION AGREEMENT, AMENDMENT AND JOINDER TO LOAN DOCUMENTS (February 17th, 2017)

This SECOND OMNIBUS REAFFIRMATION AGREEMENT, AMENDMENT AND JOINDER TO LOAN DOCUMENTS, dated as of January 6, 2017 (this “Reaffirmation, Amendment and Joinder”), is entered into by and among CALENCE, LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), DATALINK CORPORATION (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation (“New Reseller”), INSIGHT ENTERPRISES, INC., a Delaware corporation (“Parent Guarantor”), INSIGHT CANADA HOLDINGS, INC., f/k/a Insight Canada, Inc., INSIGHT NORTH AMERICA, INC., INSIGHT DIRECT WORLDWIDE, INC., INSIGHT RECEIVABLES HOLDING, LLC and INSIGHT TECHNOLOGY SOLUTIONS, INC. (collectively, the “Subsidiary Guarantors” and, together with the Resellers and the Parent Guarantor, the “Reaffirming Parties”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (“

Insight Enterprises Inc – AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (February 17th, 2017)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2016 among INSIGHT ENTERPRISES, INC., a Delaware corporation (the “Company”), the EUROPEAN BORROWERS (as defined below), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Insight Enterprises Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 17th, 2017)

This Executive Employment Agreement (this “Agreement”) is entered into as of June 7, 2016, by and between Samuel C. Cowley (“Executive”), an individual, and Insight Enterprises, Inc., (the “Company”) (together, the “Parties”).

Insight Enterprises Inc – September 30, 2016 (Unaudited) December 31, 2015 ASSETS Current assets: Cash and cash equivalents $ 44,850 $ 39,397 Short-term investments 29,955 20,579 Accounts receivable, net 133,414 163,900 Lease receivable 5,277 3,895 Inventories, net 6,767 7,997 Current deferred customer support contract costs 123,218 124,705 Inventories shipped but not installed 11,160 16,616 Income tax receivable 2,947 — Other current assets 2,330 3,251 Total current assets 359,918 380,340 Property and equipment, net 8,340 7,963 Goodwill 47,101 47,101 Finite-lived intangibles, net 5,145 9,256 Deferred customer support (January 5th, 2017)
Insight Enterprises Inc – DATALINK CORPORATION Consolidated Financial Statements December 31, 2015 (With Report of Independent Registered Public Accounting Firm Thereon) (January 5th, 2017)

We have audited the accompanying consolidated balance sheets of Datalink Corporation as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Insight Enterprises Inc – INSIGHT ENTERPRISES, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (January 5th, 2017)

The following unaudited pro forma combined balance sheet as of September 30, 2016 and the unaudited pro forma combined statements of operations for the nine months ended September 30, 2016 and the year ended December 31, 2015 are based on the historical financial statements of Insight Enterprises, Inc. after giving effect to our acquisition of Datalink Corporation (the “Acquisition”) using the acquisition method of accounting and assuming a purchase price of $258,140,000 to be funded by acquired cash and cash equivalents and borrowings under our financing facilities (the “Borrowings”). As of September 30, 2016, acquired cash and cash equivalents were $44,850,000, resulting in estimated Borrowings for purposes of these pro forma combined financial statements of approximately $213,290,000. For the purposes of these illustrative pro forma combined financial statements, the entire Borrowings and the related interest expense, using current interest rates, were included in the pro forma adju

Insight Enterprises Inc – VOTING AGREEMENT (November 7th, 2016)

VOTING AGREEMENT, dated as of November 6, 2016 (this “Agreement”), by and among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Datalink Corporation, a Minnesota corporation (the “Company”), and the undersigned holders (the “Shareholders” and each, a “Shareholder”) of capital stock of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined).

Insight Enterprises Inc – AGREEMENT AND PLAN OF MERGER among INSIGHT ENTERPRISES, INC. (“Parent”), REEF ACQUISITION CO. (“Merger Sub”) and DATALINK CORPORATION (the “Company”) Dated as of November 6, 2016 (November 7th, 2016)

Agreement and Plan of Merger (referred to interchangeably as this “Agreement” or the “Plan of Merger”), dated as of November 6, 2016, among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Reef Acquisition Co., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Datalink Corporation, a Minnesota corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meaning set forth in Exhibit A attached hereto.

Insight Enterprises Inc – AMENDMENT (June 28th, 2016)

THIS AMENDMENT (this “Amendment”), dated as of June 23, 2016 (the “Effective Date”), is entered into among INSIGHT RECEIVABLES, LLC (“Insight Receivables”), INSIGHT ENTERPRISES, INC. (“Insight”, the “Servicer” or the “Performance Guarantor”), GOTHAM FUNDING CORPORATION (a “Conduit” or a “Purchaser”), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, individually (“BTMU” or a “Purchaser”) and as Managing Agent for the Gotham Purchaser Group,  GOTHAM FUNDING CORPORATION (a “Purchaser”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (“WFB” or a “Purchaser”) and as agent for the Purchasers (in such capacity, the “Agent”).  Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

Insight Enterprises Inc – FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2016 among INSIGHT ENTERPRISES, INC., the EUROPEAN BORROWERS from time to time party hereto, The LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and PNC BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, THE BANK OF TOKYO MITSUBISHI UFJ, LTD and BRANCH BANKING AND TRUST COMPANY, as Co-Documentation Agents (June 28th, 2016)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2016 among INSIGHT ENTERPRISES, INC., a Delaware corporation (the “Company”), the EUROPEAN BORROWERS (as defined below), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Insight Enterprises Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT among CASTLE PINES CAPITAL LLC as an Administrative Agent and WELLS FARGO CAPITAL FINANCE, LLC As an Administrative Agent, as Syndication Agent and as Collateral Agent and CASTLE PINES CAPITAL LLC AND THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME as Lenders and CALENCE, LLC, INSIGHT DIRECT USA, INC., AND INSIGHT PUBLIC SECTOR, INC., as Resellers June 23, 2016 (June 28th, 2016)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 23, 2016, is entered into by and among CALENCE, LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, and INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require, “CPC”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Holders of Secured Obligations, the “Collateral Agent,” as syndication agent and in its capacity as an individual administrative agent, “WFCF” and, together with CPC, in its capacity as an administrative agent, “Administrative Agents”), CPC as lender and the other lenders listed on Exhibit A of this Agreement and the signature pages hereto (and their respective successors and permitted assi

Insight Enterprises Inc – AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (October 29th, 2015)

THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is being executed and delivered as of September 28, 2015 by and among Insight Enterprises, Inc., a Delaware corporation (the “Company”), Insight Direct (UK) Ltd., a company organized under the laws of England (the “UK Borrower”), Insight Enterprises B.V., a besloten vennootschap met beperkte aansprakelijkheid, incorporated under the laws of The Netherlands (the “Dutch Borrower” and, collectively with the Company and the UK Borrower, the “Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement described below, and certain of the lenders party to the Credit Agreement. All capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.

Insight Enterprises Inc – AMENDMENT (October 29th, 2015)

THIS AMENDMENT (this “Amendment”), dated as of October 15, 2015 (the “Effective Date”), is entered into among INSIGHT RECEIVABLES, LLC (“Insight Receivables”), INSIGHT ENTERPRISES, INC. (“Insight”, the “Servicer” or the “Performance Guarantor”), PNC BANK, NATIONAL ASSOCIATION (a “Purchaser”), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (a “Purchaser”) and as agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

Insight Enterprises Inc – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (October 29th, 2015)

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”) is effective September 30, 2015 (the “Third Amendment Effective Date”), by and among CALENCE LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation and INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require, “CPC”), WELLS FARGO CAPITAL FINANCE LLC, a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Holders of Secured Obligations, the “Collateral Agent”, as syndication agent and in its capacity as an individual administrative agent, “WFCF” and, together with CPC, in its capacity as an administrative agent, “Administrative Agents”), and Lenders party to the Credit Agreement described below. All capitalized terms used herein

Insight Enterprises Inc – AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (July 9th, 2015)

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is effective July 2, 2015 (the “Second Amendment Effective Date”), by and among CALENCE LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation and INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require, “CPC”), WELLS FARGO CAPITAL FINANCE LLC, a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Holders of Secured Obligations, the “Collateral Agent”, as syndication agent and in its capacity as an individual administrative agent, “WFCF” and, together with CPC, in its capacity as an administrative agent, “Administrative Agents”), and Lenders party to the Credit Agreement described below. All capitalized terms used herein with

Insight Enterprises Inc – AMENDED AND RESTATED BYLAWS OF INSIGHT ENTERPRISES, INC. (AMENDED AND RESTATED AS OF MAY 14, 201420, 2015) (May 21st, 2015)
Insight Enterprises Inc – CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSIGHT ENTERPRISES, INC. (May 21st, 2015)

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Insight Enterprises, Inc., a corporation organized under and by virtue of the DGCL (the “Corporation”), has adopted the following Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”):

Insight Enterprises Inc – OMNIBUS AMENDMENT (July 1st, 2014)

THIS OMNIBUS AMENDMENT (this “Amendment”), dated as of June 25, 2014 (the “Effective Date”), is entered into among INSIGHT RECEIVABLES, LLC (“Insight Receivables”), INSIGHT ENTERPRISES, INC. (“Insight”, the “Servicer” or the “Performance Guarantor”), INSIGHT DIRECT USA, INC. (“Insight Direct”), INSIGHT PUBLIC SECTOR, INC. (“Insight Public”), the Purchasers and Managing Agents party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFB”), as successor agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein shall have the meanings provided in the Receivables Purchase Agreement defined below.

Insight Enterprises Inc – AMENDED AND RESTATED BYLAWS OF INSIGHT ENTERPRISES, INC. (May 19th, 2014)
Insight Enterprises Inc – WITHOUT PREJUDICE AND SUBJECT TO CONTRACT AMENDED AND RESTATED RELEASE AND TRANSITION AGREEMENT (October 31st, 2013)

The parties to this Amended and Restated Release and Transition Agreement (the “Agreement”) are Stuart A. Fenton (“Executive”) and Insight Direct (U.K.) Limited, a company registered in England with number 2579852 (the “Company”).

Insight Enterprises Inc – GESCHÄFTSFÜHRER MANAGING DIRECTOR DIENSTVERTRAG SERVICE AGREEMENT zwischen between Insight Technology Solutions GmbH, Parkring 35, 85748 Garching (nachstehend ,,Gesellschaft“ genannt) vertreten durch Herrn/Frau [•] aufgrund des Gesellschafterbeschlusses vom [•] Insight Technology Solutions GmbH, Parkring 35, 85748 Garching (hereinafter referred to as “Company”) represented by [•], pursuant to the shareholders’ resolution of [•] und and Herrn Wolfgang Ebermann, [Adresse] (nachstehend “Geschäftsführer” genannt). Mr Wolfgang Ebermann, [address] (hereinafter referred to as “Managing Director”). (October 30th, 2013)
Insight Enterprises Inc – WITHOUT PREJUDICE AND SUBJECT TO CONTRACT RELEASE AND TRANSITION AGREEMENT (April 26th, 2013)

The parties to this Release and Transition Agreement (the “Agreement”) are Stuart A. Fenton (“Executive”) and Insight Direct (U.K.) Limited, a company registered in England with number 2579852 (the “Company”).

Insight Enterprises Inc – EMPLOYMENT AGREEMENT (February 22nd, 2013)

This Employment Agreement (the “Agreement”), entered into as of March 2, 2012, is between Insight Enterprises, Inc., a Delaware corporation (the “Company”), and Dana A. Leighty (the “Executive”).

Insight Enterprises Inc – THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 26, 2012 among INSIGHT ENTERPRISES, INC., the EUROPEAN BORROWERS from time to time party hereto, The LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF AMERICA, N.A. BBVA COMPASS HSBC BANK USA, N.A. PNC BANK, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents J.P. MORGAN SECURITIES LLC and WELLS FARGO SECURITIES, LLC, as Joint Bookrunners and Joint Lead Arrangers (May 2nd, 2012)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 26, 2012 among INSIGHT ENTERPRISES, INC., a Delaware corporation (the “Company”), the EUROPEAN BORROWERS (as defined below), the LENDERS party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Insight Enterprises Inc – AMENDED AND RESTATED CREDIT AGREEMENT among CASTLE PINES CAPITAL LLC as an Administrative Agent and WELLS FARGO CAPITAL FINANCE, LLC As an Administrative Agent, as Syndication Agent and as Collateral Agent and CASTLE PINES CAPITAL LLC AND THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME as Lenders and CALENCE, LLC, INSIGHT DIRECT USA, INC., AND INSIGHT PUBLIC SECTOR, INC., as Resellers April 26, 2012 (May 2nd, 2012)

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 26, 2012, is entered into by and among CALENCE, LLC, a Delaware limited liability company, INSIGHT DIRECT USA, INC., an Illinois corporation, and INSIGHT PUBLIC SECTOR, INC., an Illinois corporation (each a “Reseller” and collectively, the “Resellers”), CASTLE PINES CAPITAL LLC, a Delaware limited liability company (as an individual administrative agent, or as a lender, as the context may require, “CPC”), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (in its capacity as the collateral agent for the benefit of Holders of Secured Obligations, the “Collateral Agent,” as syndication agent and in its capacity as an individual administrative agent, “WFCF” and, together with CPC, in its capacity as an administrative agent, “Administrative Agents”), CPC as lender and the other lenders listed on Exhibit A of this Agreement and the signature pages hereto (and their respective successors and permitted assigns),

Insight Enterprises Inc – OMNIBUS AMENDMENT AND JOINDER TO RECEIVABLES PURCHASE AGREEMENT (May 2nd, 2012)

This Amended and Restated Limited Liability Company Agreement (together with the schedules attached hereto, this “Agreement”) of Insight Receivables, LLC (the “Company”), is entered into by Insight Receivables Holding, LLC, as the sole equity member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

Insight Enterprises Inc – EMPLOYMENT AGREEMENT (February 24th, 2012)

This Employment Agreement (the “Agreement”), entered into as of January 30, 2012, is between Insight Enterprises, Inc., a Delaware corporation (the “Company”), and Steven W. Dodenhoff (the “Executive”).

Insight Enterprises Inc – RELEASE AND SEVERANCE AGREEMENT (November 3rd, 2011)

The parties to this Release and Severance Agreement (the “Agreement”) are Stephen A. Speidel (“Executive”) and Insight Enterprises, Inc. (the “Company”).

Insight Enterprises Inc – EMPLOYMENT AGREEMENT (May 5th, 2011)

This Employment Agreement (the “Agreement”), entered into as of April 11, 2011, is between Insight Enterprises, Inc., a Delaware corporation (the “Company”), and Mary E. Sculley (the “Executive”).