PRESIDIO, INC. [ ● ] Shares of Common Stock Underwriting AgreementPresidio, Inc. • February 27th, 2017 • Wholesale-computers & peripheral equipment & software • New York
Presidio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ● ] shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTAdoption Agreement • February 27th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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.
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. ***Quote Indemnification Agreement • February 27th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Connecticut
THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 27th 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”).
