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0001193125-17-045670 Sample Contracts

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [Date] (the “Effective Date”) by and between Presidio, Inc., a Delaware corporation (the “Company”), and Robert Cagnazzi (the “Executive”).

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FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • February 16th, 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.

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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 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Connecticut

THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 13th 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”).

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SYSTEMS INTEGRATOR AGREEMENT—UNITED STATES
Systems 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”).

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FORM OF STOCKHOLDERS AGREEMENT
Stockholders 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.

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EMPLOYMENT AGREEMENT
Employment 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.

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FORM OF STAY BONUS AGREEMENT
Stay 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.

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FORM OF ROLLOVER OPTION AGREEMENT
Rollover 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”).

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FORM OF OPTION AGREEMENT
Option 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”).

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NOTES PURCHASE AGREEMENT
Notes Purchase Agreement • February 16th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software

This NOTES PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2017, is by and between Presidio Holdings Inc., a Delaware corporation (“Presidio”), Presidio, Inc. (“Parent”), a Delaware corporation and the direct parent of Presidio, and Deutsche Bank AG, London Branch (“Deutsche Bank”). Presidio, Parent and Deutsche Bank are herein referred to individually as a “Party” and collectively as the “Parties.”

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