PRESIDIO, INC. [8,000,000] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 14th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
AP VIII Aegis Holdings, L.P. (the “Selling Stockholder”), a stockholder of Presidio, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [8,000,000] 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 [1,200,000] 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”.
AGREEMENT AND PLAN OF MERGER among PRESIDIO, INC., BCEC – PORT HOLDINGS (DELAWARE), LP and PORT MERGER SUB, INC. Dated as of August 14, 2019Merger Agreement • August 14th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of August 14, 2019, by and among Presidio, Inc., a Delaware corporation (the “Company”), BCEC – Port Holdings (Delaware), LP, a Delaware limited partnership (“Parent”), and Port Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Certain capitalized terms used herein are defined in Article I.
PRESIDIO, INC. 5,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 15th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”), of Presidio, Inc., a Delaware corporation (the “Company”), propose to sell to Morgan Stanley & Co LLC (the “Underwriter”), an aggregate of 5,000,000 shares of common stock, par value $0.01 per share, of the Company (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”.
CREDIT AGREEMENT Dated as of February 2, 2015 Among PRESIDIO HOLDINGS INC., as Holdings, PRESIDIO IS CORP., as Intermediate Holdings, PRESIDIO, INC., as Company and a Borrower, PRESIDIO NETWORKED SOLUTIONS, INC. as a Borrower, THE LENDERS PARTY...Credit Agreement • December 27th, 2016 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
CREDIT AGREEMENT dated as of February 2, 2015 (this “Agreement”), among PRESIDIO HOLDINGS INC., a Delaware corporation (“Holdings”), PRESIDIO IS CORP., a Delaware corporation (“Intermediate Holdings”) PRESIDIO, INC., a Georgia corporation (the “Company” and a “Borrower”), PRESIDIO NETWORKED SOLUTIONS, INC., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 9, 2017 (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and Vinu Thomas (the “Executive”).
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • March 15th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of March 15, 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”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • September 6th, 2018 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This Stock Repurchase Agreement (this “Agreement”) is made and entered into as of September 6, 2018, by and between Presidio, Inc., a Delaware corporation (the “Company”), and AP VIII Aegis Holdings, L.P., a Delaware limited partnership (the “Seller”).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4Incremental Assumption Agreement and Amendment No. 4 • January 24th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 4 (this “Agreement”) dated as of January 19, 2017 relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, the Incremental Assumption Agreement and Amendment No. 3, dated May 27, 2016, and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Agreement, the “Amended Credit Agreement”) among PRESIDIO HOLDINGS INC. (“Holdings”), PRESIDIO IS LLC (as successor to Presidio IS Corp.) (“Intermediate Holdings”), PRESIDIO LLC (as successor of Presidio, Inc.) and PRESIDIO NETWORKED SOLUTIONS LLC (as successor of Presidio Networked Solutions, Inc.), as borrowers (collectively, the “Borrowers”), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Le
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This First Amendment to the Employment Agreement (this “Amendment”), effective as of August 26, 2019, is made by and between Presidio, Inc. (the “Company”) and David Hart (the “Executive”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This Third Amended and Restated Credit Agreement (this “Credit Agreement”) is effective as of February 28, 2014 (the “Effective Date”) by and between CASTLE PINES CAPITAL LLC (“CPC”), a Delaware limited liability company having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 on the one hand, and INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“INX”) and BLUEWATER COMMUNICATIONS GROUP LLC, a New York limited liability company having its chief executive office located at 110 Parkway Drive South, Suite A, Hauppauge, New York 11788 (“BlueWater” and, together with INX, each a “Reseller” and collectively, “Resellers”) on the other hand, which amends and restates in its entirety, that certain Second Amended and Restated Credit Agreement effective December 20, 2011 by and between CPC and INX (the “Existing Credit Agreement”). Unless otherwise def
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 6Incremental Assumption Agreement and Amendment No. 6 • February 8th, 2018 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 6 (this “Agreement”) dated as of January 5, 2018 relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, the Incremental Assumption Agreement and Amendment No. 3, dated May 27,
SYSTEMS INTEGRATOR AGREEMENT—UNITED STATESSystems Integrator Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software
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”).
ROLLOVER AGREEMENTRollover Agreement • December 19th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This ROLLOVER AGREEMENT, is dated as of August 13, 2019 (this “Agreement”), between BCEC—Port Holdings (Delaware), LP, a Delaware limited partnership (“Aggregator”), and the individual named on the signature page hereto (the “Investor”).
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
INDEMNIFICATION AGREEMENT, dated as of [DATE], by and between Presidio, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This First Amendment to the Amended and Restated Employment Agreement (this “Amendment”), effective as of August 26, 2019, is made by and between Presidio, Inc. (the “Company”) and Robert Cagnazzi (the “Executive”).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1Incremental Assumption Agreement and Amendment No. 1 • November 22nd, 2016 • Presidio, Inc. • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 (this “Agreement”) dated as of May 19, 2015 relating to the Credit Agreement dated as of February 2, 2015 (as amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among PRESIDIO HOLDINGS INC. (“Holdings”), PRESIDIO IS CORP. (“Intermediate Holdings”), PRESIDIO, INC. and PRESIDIO NETWORKED SOLUTIONS, INC., as borrowers (collectively, the “Borrowers”), certain subsidiaries of Holdings, as Subsidiary Loan Parties, the Lenders party thereto from time to time and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
STOCKHOLDERS AGREEMENTShareholder Agreements • March 15th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of March 10, 2017, by and among PRESIDIO, INC., a Delaware corporation (the “Corporation”), and the Apollo Stockholders (as defined below) listed on Schedule A hereto.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Purchase Agreement • November 22nd, 2016 • Presidio, Inc.
This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of February 8, 2016, is by and among PRESIDIO CAPITAL FUNDING LLC, as the seller (together with its successors and permitted assigns, the “Seller”), PRESIDIO LLC, formerly known as Presidio, Inc., as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PRESIDIO NETWORKED SOLUTIONS LLC, formerly known as Presidio Networked Solutions, Inc., as sub-servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Sub-Servicer”), the various Purchasers and Purchaser Agents from time to time party thereto and PNC Bank, National Association (“PNC”), as the administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”), a related committed purchaser (in such capacity, together wi
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 2Incremental Assumption Agreement and Amendment No. 2 • November 22nd, 2016 • Presidio, Inc. • New York
WHEREAS, the Borrowers hereby request in accordance with Section 2.21(a) an Incremental Term Loan in an aggregate principal amount of $25,000,000 (the “2016 Incremental Term Loan”) pursuant to Section 2.21(a) of the Credit Agreement, the Net Proceeds of which plus certain other indebtedness for borrowed money will be used to acquire (the “Acquisition”) substantially all the assets of Netech corporation pursuant to the Asset Purchase Agreement, dated as of December 31, 2015, by and among Presidio Infrastructure Solutions, LLC, as buyer, Holdings, Netech Corporation, as seller, the shareholders of Netech identified as such on the signature pages thereto, the Shareholder Control Persons (as defined therein) and the Shareholder Representative (as defined therein), and that the Credit Agreement be amended to reflect the foregoing, including by increasing the aggregate principal amount of the Term Loans under the Credit Agreement to reflect the incurrence of such Incremental Term B Loan; and
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 27th, 2016 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Colorado
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made effective as of March 26, 2014 (the “First Amendment Date”), by and among INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“INX”), BLUEWATER COMMUNICATIONS GROUP LLC a New York limited liability company, having its chief executive office located at 110 Parkway Drive South, Suite A, Hauppauge, New York 11788 (“BlueWater” and, together with INX, each a “Reseller” and collectively, the “Resellers”), and CASTLE PINES CAPITAL LLC, a Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the Credit Agreement (as defined herein).
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 8Incremental Assumption Agreement • March 29th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 8 (this “Agreement”), dated as of March 29, 2019, relating to the Credit Agreement dated as of February 2, 2015 (as amended by the Incremental Assumption Agreement and Amendment No. 1, dated May 19, 2015, the Incremental Assumption Agreement and Amendment No. 2, dated February 1, 2016, the Incremental Assumption Agreement and Amendment No. 3, dated May 27, 2016, the Incremental Assumption Agreement and Amendment No. 4, dated January 19, 2017, the Amendment No. 5, dated August 8, 2017, the Incremental Assumption Agreement and Amendment No. 6, dated January 5, 2018, the Incremental Assumption Agreement and Amendment No. 7, dated September 13, 2018 and as further amended, restated, supplemented, waived or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Agreement, the “Amended Credit Agreement”) among PRESIDIO HOLDINGS INC. (“Holdings”), PRESIDIO IS LLC (as successor to Presidio
ACKNOWLEDGMENT AND SECOND AMENDMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This ACKNOWLEDGMENT AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 25, 2014 (“Acknowledgment and Amendment”), is entered into by and by and between Castle Pines Capital LLC (“CPC”) and Presidio Network Solutions Group, LLC (as successor in interest to each of INX LLC and Bluewater Communications Group LLC) (the “Reseller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Credit Agreement (as defined below).
TRANSITION AGREEMENTTransition Agreement • January 16th, 2018 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 29th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
This First Amendment to the Employment Agreement (this “Amendment”), effective as of August 26, 2019, is made by and between Presidio, Inc. (the “Company”) and Vinu Thomas (the “Executive”).
FORM OF STAY BONUS AGREEMENTStay Bonus Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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.
LEASE By and Between 4C Realty, LLC (“Landlord”) and Presidio Networked Solutions, Inc. (“Tenant”)Lease Agreement • November 22nd, 2016 • Presidio, Inc.
THIS LEASE is made this 17th day of September, 2014, by and between 4C Realty, Inc. (“Landlord”) with a mailing address of 6 Mallard Drive, Huntington, NY 11743 and Presidio Networked Solutions, Inc. (“Tenant”) with a mailing address of 12120 Sunset Hills Road, Suite 202, Reston, VA, 20190.
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 22nd, 2016 • Presidio, Inc. • Colorado
This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made effective as of February 1, 2016 (the “Third Amendment Date”), by and among PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, a Delaware limited liability company, formerly known as INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“Presidio Networked Solutions”), PRESIDIO INFRASTRUCTURE SOLUTIONS, LLC, a Delaware limited liability company (“Presidio Infrastructure” and, together with Presidio Networked Solutions, each a “Reseller” and collectively, the “Resellers”), and CASTLE PINES CAPITAL LLC, a Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the Credit Agreement (as defined herein).
FORM OF ROLLOVER OPTION AGREEMENTRollover Option Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 22nd, 2016 • Presidio, Inc. • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of January 12, 2016, among PRESIDIO INFRASTRUCTURE SOLUTIONS LLC (the “New Subsidiary Guarantor”), a subsidiary of PRESIDIO HOLDINGS INC., a Delaware corporation (the “Issuer”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
FORM OF OPTION AGREEMENTOption Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware
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”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Purchase Agreement • February 8th, 2018 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of November 28, 2017, is by and among PRESIDIO CAPITAL FUNDING LLC, as the seller (together with its successors and permitted assigns, the “Seller”), PRESIDIO LLC, formerly known as Presidio, Inc., as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PRESIDIO NETWORKED SOLUTIONS LLC, formerly known as Presidio Networked Solutions, Inc., as sub-servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Sub-Servicer”), the various Purchasers and Purchaser Agents from time to time party thereto and PNC Bank, National Association (“PNC”), as the administrator (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrator”), a related committed purchaser (in such capacity, together w
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 26th, 2019 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 25, 2019, is entered into by and among Presidio, Inc., a Delaware corporation (the “Company”), BCEC – Port Holdings (Delaware), LP, a Delaware limited partnership (the “Parent”), and Port Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”
