85% Uses in DEFINITIONS Clause

DEFINITIONS from Plain English Growth Capital Loan and Security

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: Account means any account, as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing. Advance has the meaning given to it in Section 1. Advance Date means the day on which We make an Advance to You. Advance Options means those options set forth in the Table of Terms. Advance Request means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B. Affiliate means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Persons senior executive officers, directors, and partners, and members. Agreement has the meaning given to it in the Preamble. Availability Period has the meaning set forth in the Table of Terms. Availability Period Extension Fee has the meaning set forth in the Table of Terms and Section 1. Availability Period Extension Milestone means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date. Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close. Cash means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in. Certificate of Perfection has the meaning given to it in Section 18. Chattel Paper means any chattel paper, as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

DEFINITIONS from Plain English Growth Capital Loan and Security

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: Account means any account, as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing. Advance has the meaning given to it in Section 1. Advance Date means the day on which We make an Advance to You. Advance Options means those options set forth in the Table of Terms. Advance Request means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B. Affiliate means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Persons senior executive officers, directors, and partners, and members. Agreement has the meaning given to it in the Preamble. Availability Period has the meaning set forth in the Table of Terms. Availability Period Extension Fee has the meaning set forth in the Table of Terms and Section 1. Availability Period Extension Milestone means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date. Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close. Cash means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in. Certificate of Perfection has the meaning given to it in Section 18. Chattel Paper means any chattel paper, as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

DEFINITIONS from Plain English Growth Capital Loan and Security

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: Account means any account, as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing. Advance has the meaning given to it in Section 1. Advance Date means the day on which We make an Advance to You. Advance Options means those options set forth in the Table of Terms. Advance Request means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B. Affiliate means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Persons senior executive officers, directors, and partners, and members. Agreement has the meaning given to it in the Preamble. Availability Period has the meaning set forth in the Table of Terms. Availability Period Extension Fee has the meaning set forth in the Table of Terms and Section 1. Availability Period Extension Milestone means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date. Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close. Cash means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in. Certificate of Perfection has the meaning given to it in Section 18. Chattel Paper means any chattel paper, as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the Company), and Sinclair Broadcast Group, Inc., a Maryland corporation (Parent). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a Party and collectively as Parties.

Definitions. As used herein, the following terms have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement entered into after the date hereof that contains provisions that in the aggregate are no less favorable to the Company than those contained in the Confidentiality Agreement (provided that any such agreement need not contain any standstill or similar provisions) and that does not contain any provision that would prevent the Company from complying with its obligation to provide any disclosure to Parent required pursuant to Section 7.3. Affiliate means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by, or is under common control with, such Person. The term control (including its correlative meanings controlled and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies of a Person (whether through ownership of such Persons securities or partnership or other ownership interests, or by Contract or otherwise). Business Day means any day that is not a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by Law or to be closed. Closing Date means the date on which the Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Communications Act means the Communications Act of 1934, as amended. Company Acquisition Proposal means any offer, proposal or indication of interest (whether or not in writing) from any Person (other than Parent and its Subsidiaries) relating to or involving, whether in a single transaction or series of related transactions: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition (including by way of merger, liquidation or dissolution of the Company or any of its Subsidiaries) or purchase of any business, businesses or assets (including equity interests in Subsidiaries but excluding sales of assets in the ordinary course of business) of the Company or any of its Subsidiaries that constitute or account for 15% or more of the consolidated net revenues (plus, to the extent of the Companys interest therein, the net revenues of the Minority Investment Entities), net income or net assets of the Company and its Subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend, or similar transaction involving the Company or any of its Subsidiaries and a Person or group (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 85% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction; or (iii) any combination of the foregoing. Company Adverse Recommendation Change means any of the following actions by the Company Board or any committee thereof: (i) withdrawing, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, amend, change, modify or qualify, in a manner adverse to Parent, the Company Board Recommendation, (ii) failing to make the Company Board Recommendation in the Proxy Statement, (iii) approving or recommending, or otherwise proposing publicly to approve or recommend, any Company Acquisition Proposal or (iv) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal within 10 Business Days of the request of Parent and to reaffirm the Company Board Recommendation within such 10 Business Day period upon such request (provided that such a request may be delivered by Parent only once with respect to each Company Acquisition Proposal, with the right to make an additional request with respect to each subsequent material amendment or modification thereto). Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016. Company Credit Agreement means the Credit Agreement, dated as of December 27, 2013, among the Company and the parties thereto, as such agreement may from time to time be amended, supplemented or otherwise modified, and all pledge, security and other agreements and documents related thereto. Company Disclosure Letter means the disclosure letter delivered by the Company to Parent in connection with, and upon the execution of, this Agreement. Company DSU means all awards of deferred stock units of the Company, including any stock units granted as dividend equivalent rights (whether granted by the Company pursuant to a Company Equity Plan, assumed by the Company in

Definitions from Credit Agreement

THIS CREDIT AGREEMENT (the Agreement), dated as of April 17, 2017, is between HARTE HANKS, INC., a Delaware corporation (Borrower), and TEXAS CAPITAL BANK, NATIONAL ASSOCIATION, a national banking association (Lender).

Definitions. As used in this Agreement, all exhibits, appendices and schedules hereto and in any note, certificate, report or other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Section 1 or in the provision, section or recital referred to below: Advance means an advance by Lender to Borrower pursuant to Section 2 or any advance made by Lender to cover any drawing under any Letter of Credit. Advance Request Form means a certificate, in a form approved by Lender, properly completed and signed by Borrower requesting a Revolving Credit Advance. Affiliate means, as to any Person, any other Person (a) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person; (b) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of such Person; or (c) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person. The term control means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however, in no event shall Lender be deemed an Affiliate of Borrower or any of its Subsidiaries or Affiliates. Agreement has the meaning set forth in the introductory paragraph hereto, and includes all schedules, exhibits and appendices attached or otherwise identified therewith. Borrower means the Person identified as such in the introductory paragraph hereto, and its successors and assigns to the extent permitted by Section 11.8. Borrowing Base means, as of any date, an amount equal to the sum of (a) eighty-five percent (85%) of the value of Investment Grade Bonds held in the Custodian Account, plus (b) one hundred percent (100%) of the value of cash in the Custodian Account. Business Day has the meaning assigned to it in the Note. Capital Expenditure means, with respect to any Person, any expenditure by such Person for (a) an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real property, a fixed asset or a similar type of capitalized asset in accordance with GAAP or (b) an asset relating to or acquired in connection with an acquired business, and any and all acquisition costs related to clause (a) or (b) above. Capitalized Lease Obligation means, with respect to any Person, the amount of Debt under a lease of Property by such Person that would be shown as a liability on a balance sheet of such Person prepared for financial reporting purposes in accordance with GAAP. Code means the Internal Revenue Code of 1986. Collateral has the meaning set forth in Section 4.1. Custodian Account means Account No. 849HT883 maintained at Raymond James & Associates, Inc. in the name of Pledgor. Commitment means the obligation of Lender to make Revolving Credit Advances pursuant to Section 2.1(a) in an aggregate principal amount at any time outstanding up to but not exceeding $20,000,000.00, subject, however, to termination pursuant to Section 10.2. Commitment Fee means $100,000.00 with respect to the Commitment. Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. SS 1 et seq.), and any successor statute. Constituent Documents means (a) in the case of a corporation, its articles or certificate of incorporation and bylaws; (b) in the case of a general partnership, its partnership agreement; (c) in the case of a limited partnership, its certificate of limited partnership and partnership agreement; (d) in the case of a trust, its trust agreement; (e) in the case of a joint venture, its joint venture agreement; (f) in the case of a limited liability company, its articles of organization, operating agreement, regulations and/or other organizational and governance documents and agreements; and (g) in the case of any other entity, its organizational and governance documents and agreements. Debt means, of any Person as of any date of determination (without duplication): (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, notes, debentures, or other similar instruments; (c) all obligations of such Person to pay the deferred purchase price of Property or services, except trade accounts payable of such Person arising in the ordinary course of business that are not past due by more than ninety (90) days; (d) all Capitalized Lease Obligations of such Person; (e) all Debt or other obligations of others Guaranteed by such Person; (f) all obligations secured by a Lien existing on Property owned by such Person, whether or not the obligations secured thereby have been assumed by such Person or are non-recourse to the credit of such

Definitions from Agreement

This TAX RECEIVABLES AGREEMENT (as amended from time to time, this Agreement), is hereby entered into by and between MetLife, Inc., a Delaware corporation (MetLife) and Brighthouse Financial, Inc., a Delaware corporation (Brighthouse).

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Advisory Firm means any law or accounting firm that is (A) nationally recognized as being expert in Tax matters and (B) agreed to by Brighthouse and MetLife. Advisory Firm Report means (a) an attestation report from the Advisory Firm expressing an opinion on managements assertion as to whether the Tax Benefit Schedule and/or the Early Termination Schedule has been prepared, in all material respects, in accordance with the Agreement, or (b) another type of report or letter from the Advisory Firm related to whether the information in the Tax Benefit Schedule and/or the Early Termination Schedule has been prepared in a manner consistent with the terms of the 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 first Person. Agreed Rate means LIBOR plus 100 basis points. Agreement is defined in the preamble of this Agreement. Amended Schedule is defined in Section 2.04(b) of this Agreement. Bankruptcy Code means Title 11 of the United States Code. Benefit Percentage means the sum of (i) eighty-five percent (85%) plus (ii) the Deemed State Percentage. Board means the board of directors of Brighthouse. Brighthouse is defined in the preamble of this Agreement. Brighthouse Return means a U.S. federal income tax return of any of the Taxable Entities filed with respect to any Taxable Year. Business Day means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America, or the State of New York shall not be regarded as a Business Day. Change of Control means:

DEFINITIONS from Plain English Growth Capital Loan and Security

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

DEFINITIONS. Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings: Account means any account, as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid sellers rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing. Advance has the meaning given to it in Section 1. Advance Date means the day on which We make an Advance to You. Advance Options means those options set forth in the Table of Terms. Advance Request means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B. Affiliate means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Persons senior executive officers, directors, and partners, and members. Agreement has the meaning given to it in the Preamble. Availability Period has the meaning set forth in the Table of Terms. Availability Period Extension Fee has the meaning set forth in the Table of Terms and Section 1. Availability Period Extension Milestone means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date. Business Day means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close. Cash means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in. Certificate of Perfection has the meaning given to it in Section 18. Chattel Paper means any chattel paper, as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

Definitions from Employee Stock Purchase Plan

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 individuals 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. 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,

Definitions from Amended and Restated

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 CDW Corporation. Business Day shall mean a day on which The NASDAQ Global Select Market ("NASDAQ") is open for trading. Brokerage Account means the account in which the Purchased Shares are held. Code means the Internal Revenue Code of 1986, as amended. Committee means the Compensation Committee of the Board of Directors, or the designee of the Compensation Committee. Company means CDW Corporation, 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: (1) income related to stock option awards, stock grants and other equity incentive awards, (2) partner sales incentive program awards ("SPIFs"), (3) expense reimbursements, (4) relocation-related payments, (5) 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), (6) deceased pay, (7) income from non-cash and fringe benefits, (8) severance payments, and (9) other forms of compensation not specifically listed herein.Coworker means any individual who is a common law employee of the Company or any other Participating Subsidiary. For purposes of the 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 in the case of a Section 423 Offering only to the extent permitted under Section 423 of the Code. For purposes of the 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. Non-Section 423 Offering means an Offering that is not intended to qualify under Section 423 of the Code.Offering means an offer of an Option under the Plan that may be exercised on the Exercise Date of an Offering Period. Unless otherwise specified by the Committee, each Offering to the Coworkers of the Company and each Offering to the coworkers of each Participating Subsidiary shall be deemed a separate Offering, even if the dates and other terms of the separate Offerings are identical, and the provisions of the Plan shall separately apply to each Offering. To the extent permitted by Section 423 of the Code, the terms of each separate Section 423 Offering need not be identical, provided that the terms of the Plan and an Offering together satisfy Section 423 of the Code. The terms of a Non-Section 423 Offering need not be identical.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 twenty-seven (27) months. The first Offering Period under the Plan commenced on January 1, 2014.Option means an option granted under this Plan that entitles a Participant to purchase Shares. Participant means a Coworker who satisfies the requirements of Sections 3 and 5 of the Plan. Participating Subsidiary means each Subsidiary that is listed on Schedule A hereto, and each other Subsidiary designated by the Board or the Committee as a Participating Subsidiary. Plan means this CDW Corporation Coworker Stock Purchase Plan. Purchase Account means the account used to purchase Shares through the exercise of Options under the 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