EX-10.35



 Exhibit 10.35 

SECOND OMNIBUS REAFFIRMATION AGREEMENT, 

AMENDMENT AND JOINDER TO LOAN DOCUMENTS 

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 (“CPC”) as Administrative Agent, and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company as
Collateral Agent, Syndication Agent, and Administrative Agent (“WFCF”) (WFCF and CPC, collectively and in such capacities, the “Agents”). Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement (as defined below). 
 WHEREAS, the Parent Guarantor notified the Agents and the Lenders that
Parent Guarantor wishes to acquire (the “Datalink Acquisition”) all or substantially all of the assets or equity interests of Datalink Corporation, a Minnesota corporation, pursuant to that certain Agreement and Plan of Merger,
dated as of November 6, 2016 (the “Merger Agreement”), by and among Parent Guarantor, New Reseller, and Reef Acquisition Co. (the “Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent
Guarantor, pursuant to which the Merger Sub will be merged with and into New Reseller, with New Reseller surviving as a wholly-owned subsidiary of Parent Guarantor; 

WHEREAS, prior to the acquisition of New Reseller by Parent Guarantor, New Reseller and CPC entered into that certain Credit Agreement dated
as of July 17, 2013, as amended prior to the date hereof (the “Existing Datalink Credit Agreement”), pursuant to which CPC offered to New Reseller, among other things, a channel finance facility of up to a maximum aggregate
amount of $75,000,000; 
 WHEREAS, New Reseller desires to join the Existing Credit Agreement (as defined below) as a Reseller therein; 

WHEREAS, certain of the Resellers, certain lenders and the Agents have entered into the Second Amended and Restated Credit Agreement dated as
of June 23, 2016 (as the same may have been amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), the Amended and Restated Security Agreement (Resellers), dated as of
April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Security Agreement”), and the Amended and Restated Pledge Agreement (Resellers) dated as of
April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Resellers Pledge Agreement”); 

WHEREAS, Parent Guarantor and WFCF have entered into the Amended and Restated Parent Guaranty dated as of April 26, 2012 (as the same has
been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Guaranty”), the Amended and Restated Security Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise
modified prior to the date hereof, the “Parent Security Agreement”), and the Amended and Restated Parent Guarantor Pledge 







 
Agreement dated as of April 26, 2012 (as the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Parent Pledge Agreement”); 

WHEREAS, the Subsidiary Guarantors and WFCF have entered into the Amended and Restated Subsidiary Guaranty dated as of April 26, 2012 (as
the same has been amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Guaranty”), the Amended and Restated Subsidiary Security Agreement dated as of April 26, 2012 (as the same has been
amended, supplemented or otherwise modified prior to the date hereof, the “Subsidiary Security Agreement”), and the Amended and Restated Subsidiary Pledge Agreement dated as of April 26, 2012 (as the same has been amended,
supplemented or otherwise modified prior to the date hereof, the “Subsidiary Pledge Agreement”); 
 WHEREAS, in connection
with the Existing Credit Agreement, the Reaffirming Parties entered into the Loan Documents (as such term is defined in the Existing Credit Agreement) set forth in Annex I hereto (such documents, together with the other Loan Documents to
which the Reaffirming Parties are subject (each as amended, restated, supplemented or otherwise modified), the “Reaffirmed Loan Documents”); 

WHEREAS, the Resellers, the Lenders (as defined below), and the Agents, have agreed to amend the Existing Credit Agreement as set forth
herein, to join New Reseller as a Reseller, and to include all obligations of Datalink Corporation to CPC under the Existing Datalink Credit Agreement (defined below) as “Loan Obligations” under the terms of the Existing Credit Agreement
(such amendment together with the Existing Credit Agreement, the “Credit Agreement”); 
 WHEREAS, this Reaffirmation,
Amendment and Joinder is being executed and delivered pursuant to Section 17.2 of the Credit Agreement; and 
 WHEREAS, the Reaffirming
Parties wish to reaffirm the terms and conditions of the Reaffirmed Loan Documents to which they are a party. 
 NOW, THEREFORE, in
consideration of the premises set forth above, the parties hereto hereby agree as follows: 
  

	 	1.	Amendment and Joinder to Credit Agreement. 

 A. Amendment. Subject to the
satisfaction of the conditions precedent set forth in Section 4 below, the Existing Credit Agreement is hereby amended as follows: 

(i) the following new Section 17.17, “Datalink Loan Obligations” is hereby inserted
in the appropriate numerical order therein: 
 “17.17 Datalink Loan Obligations”. The Datalink Loan
Obligations are (a) assumed by the Resellers, jointly and severally, as Loan Obligations as of the date of the Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents, dated as of January 6, 2017, by and among the
Resellers, the Parent Guarantor, the Subsidiary Guarantors, CPC, the Administrative Agent and the Lenders party thereto (the “Datalink Loan Obligations Effective Date”), and (b) all Datalink Loan Obligations shall be deemed to
be Loan Obligations under the terms hereof as of the Datalink Loan Obligations Effective Date.” 
 (ii) the following
definition is added to Exhibit B in the appropriate alphabetical order therein: 







 “‘Datalink Loan Obligations’ – means all
‘Obligations’ as defined in, and existing and outstanding as of the Datalink Loan Obligations Effective Date, the Existing Datalink Credit Agreement,” which as of January 5, 2017 at 5:00 p.m. Mountain time equal $28,034,204.40;

 (iii) the following definition is added to Exhibit B in the appropriate alphabetical order therein: 

“‘Existing Datalink Credit Agreement’ – means that certain Credit Agreement between Datalink
Corporation, a Minnesota corporation, and CPC dated as of July 17, 2013, as amended.”; 
 (iv) the definition of
“Loan Obligations” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing clause “(a)” of the definition with the following new clause “(a)”: 

“(a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the (i) Loans made to the Resellers and (ii) Datalink Loan Obligations, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and”; 
 (v) the definition,
“Resellers” within Exhibit B to the Existing Credit Agreement is hereby amended by replacing the existing definition with the following new definition: 

“‘Resellers’ – means Calence, LLC, a Delaware limited liability company, Insight Direct USA, Inc.,
an Illinois corporation, Insight Public Sector, Inc., an Illinois corporation, and Datalink Corporation (as successor by merger with Reef Acquisition Co., a Minnesota corporation), a Minnesota corporation.”; and 

(vi) the following definition of “Mortgaged Real Property” is hereby inserted into Exhibit B of the Existing Credit
Agreement: 
 “‘Mortgaged Real Property’ means each parcel of real property subject to, or required to
be subject to, pursuant to any Loan Document, any mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Administrative Agents for the benefit of the Holders of Secured Obligations.”

 (vii) the following is hereby inserted at the end of Section 10.5: 

“If at any time any Mortgaged Real Property is located in a designated special “flood hazard area” in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), the Loan Parties will (i) maintain fully paid flood hazard insurance on such Mortgaged Real Property on such terms and in such amounts as
required by The National Flood Insurance Reform Act of 1994, and (ii) provide within thirty (30) days (or such longer period as the Administrative Agents shall agree) evidence of such coverage as the Administrative Agents may reasonably
request, including, without limitation, (x) copies of any such flood insurance policies naming the Collateral Agent as loss payee and (y) the applicable Loan Party’s application for a flood insurance policy plus proof of premium
payment, in each case to the extent requested by the Administrative Agents.”; and 







 (viii) the following is hereby added as a separate paragraph to the end of
Section 10.9: 
 “Notwithstanding the foregoing requirements of this Section 10.09, the
Parent Guarantor shall promptly give notice to the Administrative Agents (which shall promptly deliver such notice to the Lenders) in the event that any real property of any Loan Party qualifies as Mortgaged Real Property. The Loan Parties shall
provide all information reasonably requested by the Administrative Agents (or by any Lender upon written notice by such Lender to the Parent Guarantor and the Administrative Agents) to conduct flood due diligence and flood insurance compliance with
respect to any Mortgaged Real Property. Notwithstanding anything herein to the contrary, no mortgage, deed of trust or other agreement which conveys or evidences a Lien in such real property in favor of the Collateral Agent for the benefit of the
Holders of Secured Obligations will be recorded (and neither the Administrative Agents or the Required Lenders shall request that any Loan Party grant such a Lien on such real property) with respect to any real property of the Loan Parties pursuant
to this Section 10.09 or under any other Loan Document unless the Lenders shall have received (i) written notice thereof at least 30 days prior to such recording and (ii) the other deliverables required pursuant to the immediately
preceding sentence.”; and 
 (ix) Schedule 9.6 to the Existing Credit Agreement is hereby amended in its entirety
pursuant to the Schedule set forth in Exhibit A hereto. 
 B. Joinder of New Reseller to Loan Documents. 

(i) Resellers Security Agreement. By its execution of this Reaffirmation, Amendment and Joinder, the undersigned, New
Reseller, agrees to agrees to become, and does hereby become, a Grantor under the Resellers Security Agreement and agrees to be bound by such Agreement as if originally a party thereto. In addition, to secure the prompt and complete payment,
observance and performance of the Secured Obligations (as defined in the Resellers Security Agreement), New Reseller hereby grants to the Collateral Agent, for the benefit of itself, the Administrative Agents and the Holders of the Secured
Obligations, a security interest in all of its right, title and interest in and to the “Collateral” (as such term is defined in the Resellers Security Agreement), whether now owned or existing or hereafter arising or acquired and
wheresoever located. By and giving effect to its execution of this Reaffirmation, Amendment and Joinder, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Resellers Security
Agreement are true and correct in all respects as of the date hereof. New Reseller represents and warrants that the schedules attached hereto as Exhibit B are true and correct in all respects as of the date hereof and such schedules set forth
all information required to be scheduled under the Resellers Security Agreement as of the date hereof. New Reseller shall, to the extent required pursuant to the Resellers Security Agreement, take all steps necessary to perfect, in favor of the
Collateral Agent, a first-priority security interest in and lien against New Reseller’s Collateral, including, without limitation, to the extent required pursuant to the Resellers Security Agreement, taking all steps necessary to properly
perfect the Collateral Agent’s interest in any uncertificated equity or membership interests. New Reseller hereby authorizes the Collateral Agent to file one or more financing or continuation statements and amendments thereto, disclosing the
security interest granted to the Collateral Agent under this Reaffirmation, Amendment, and Joinder, and the Collateral Agent agrees to notify New Reseller when such a filing has been made. New Reseller hereby authorizes








 
the Collateral Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets, whether now owned or existing or
hereafter acquired or arising” or any other wording the Collateral Agent, in its sole discretion, chooses, notwithstanding that such wording may be broader in scope than the Collateral described in this Reaffirmation, Amendment and Joinder.

 (ii) Resellers Pledge Agreement. 

(a) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller hereby agrees that (i) the capital stock
of the corporations and membership interests of the limited liability company listed on the schedules attached hereto as Exhibit C be pledged to the Collateral Agent as additional collateral pursuant to Sections 1.1 and 1.2 of the Resellers
Pledge Agreement, (ii) such property shall be considered Pledged Stock and Pledged Membership Interests under the Resellers Pledge Agreement and be a part of the Pledged Collateral pursuant to Sections 1.1 and 1.2 of the Resellers Pledge
Agreement, and (iii) each such corporation and limited liability company listed on Exhibit C hereto shall be considered a Pledged Subsidiary for purposes of the Resellers Pledge Agreement. 

(b) By its execution of this Reaffirmation, Amendment and Joinder, New Reseller agrees to agrees to become, and does hereby
become, a Pledgor under the Resellers Pledge Agreement and agrees to be bound by such Resellers Pledge Agreement as if originally a party thereto and that the representations and warranties contained in Section 5 of the Resellers Pledge
Agreement are true and correct in all respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct on and
as of such earlier date, in each case after taking into account the pledge of the additional Pledged Stock and Pledged Membership Interests relating hereto. 
  

	 	2.	Amendments to Reaffirmed Loan Documents. After giving effect to Section 1(B) above, (i) the Schedules to the Resellers Security Agreement are hereby amended in their entirety pursuant to each corresponding
Schedule set forth in Exhibit B hereto, (ii) the Schedules to the Resellers Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit C hereto, and (iii) the Schedules
to the Parent Guarantor Pledge Agreement are hereby amended in their entirety pursuant to each corresponding Schedule set forth in Exhibit D hereto. 

  

	 	3.	 Reaffirmation of Reaffirmed Loan Documents. Without in any way establishing a course of dealing by the
Agents or any Lender, the Reaffirming Parties reaffirm the terms and conditions of the Reaffirmed Loan Documents to which they are a party and acknowledge and agree that the Reaffirmed Loan Documents remain in full force and effect and are hereby
reaffirmed, ratified and confirmed. Without limiting the foregoing, each Reaffirming Party hereby (i) reaffirms its indebtedness, liabilities and obligations under the Reaffirmed Loan Documents to which it is a party and (ii) reaffirms all
Liens on the Collateral which have been granted by it or its predecessors in favor of the Agents (for themselves and the other Holders of Secured Obligations) pursuant to any of the Reaffirmed Loan Documents to which it is a party. Each Reaffirming
Party represents and warrants that each representation and warranty made by such Reaffirming Party in each Reaffirmed Loan Document to which it is a party is true and correct on and as of the date hereof in all material respects (except to the
extent such representation and warranty 










	 	
expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date). 


 

	 	4.	Conditions of Effectiveness. The effectiveness of this Reaffirmation, Amendment and Joinder is subject to the following conditions precedent: 


(a) the Agents shall have received counterparts of this Reaffirmation, Amendment and Joinder duly executed by the Resellers, the Parent
Guarantor, the Subsidiary Guarantors and the Lenders required to execute and deliver this Reaffirmation, Amendment and Joinder in order to give effect hereto; 

(b) the Datalink Acquisition shall have been consummated; 

(c) the Agents shall have received such Secretary Certificates and Resolutions as are customary for transactions of this type; and 

(d) the Agents shall have received a certificate, dated as of the date hereof, and signed by a Financial Officer, (i) certifying that as
of the date hereof, after giving effect to the transactions to be consummated on the date hereof and the payment and accrual of all fees, costs and expenses in connection therewith, the Parent Guarantor and its Subsidiaries, on a consolidated basis,
are and will be Solvent and (ii) demonstrating that the Parent Guarantor and its Subsidiaries are in compliance with the financial covenants contained in Section 11.10 of the Credit Agreement immediately after giving effect to the Datalink
Acquisition (determined on a Pro Forma Basis recomputed as of the last day of the most recently ended fiscal quarter of the Parent Guarantor for which financial statements are available, as if the Datalink Acquisition (and any related incurrence or
repayment of Indebtedness) had occurred on the first day of each relevant period for testing such compliance). 
  

	 	5.	Effect on the Credit Agreement. 

 (a) Upon the effectiveness of this Reaffirmation,
Amendment and Joinder, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended and modified hereby. 
 (b) Except as expressly set forth herein, (i) the execution, delivery and
effectiveness of this Reaffirmation, Amendment and Joinder shall neither operate as a waiver of any rights, power or remedy of the Agents or the Lenders under the Credit Agreement or any other documents executed in connection with the Credit
Agreement, nor constitute a waiver of any provision of the Credit Agreement nor any other document executed in connection therewith and (ii) the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in
connection therewith and are hereby ratified and confirmed. 
 (c) Upon the effectiveness of this Reaffirmation, Amendment and Joinder, the
Obligations existing and outstanding as of January 5, 2017 at 5:00 p.m. Mountain time equal $214,804,374.46. 
  

	 	6.	Governing Law. This Reaffirmation, Amendment and Joinder shall be construed in accordance with and governed by the law of the State of New York. 









	 	7.	Headings. Section headings in this Reaffirmation, Amendment and Joinder are included herein for convenience of reference only and shall not constitute part of this Reaffirmation, Amendment and Joinder.


  

	 	8.	Counterparts. This Reaffirmation, Amendment and Joinder may be executed in any number of counterparts and by one or more of the parties hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same agreement. This Reaffirmation, Amendment and Joinder shall become effective upon the execution of a counterpart hereof by each of the parties hereto. Delivery of an executed counterpart
of a signature page of this Reaffirmation, Amendment and Joinder by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as
delivery of a manually executed counterpart of this Reaffirmation, Amendment and Joinder. 

  

	 	9.	Existing Datalink Credit Agreement. Each of CPC and New Reseller hereby agree that upon the effectiveness of this Reaffirmation, Amendment and Joinder (including, without limitation, the amendments set forth in
Section 1 hereof), (a) the separate covenants and agreements of New Reseller and CPC contained in the Existing Datalink Credit Agreement are terminated and (b) the Existing Datalink Credit Agreement and the other Loan Documents (as defined
in Existing Datalink Credit Agreement) shall be automatically terminated, null and void and of no further force and effect and that the New Reseller and its respective subsidiaries and affiliates shall be irrevocably released from any and all
obligations in connection therewith, excluding, in each case, those obligations that are specified in the Existing Datalink Credit Agreement and the other Loan Documents (as defined in Existing Datalink Credit Agreement) as surviving that respective
agreement’s termination. 

  

	 	10.	Consent to Amendment of Intercreditor Agreement. By its signature below, each Lender party hereto hereby consents to the amendment of the JPMorgan Bank Intercreditor Agreement adding New Reseller as a Floorplan
Facility Borrower. 

 Remainder of page intentionally left blank. 







 IN WITNESS WHEREOF, this Reaffirmation, Amendment and Joinder has been duly executed and
delivered on the date first above written. 
  

			
	 CALENCE, LLC, as a Reseller

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT DIRECT USA, INC., as a Reseller

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT PUBLIC SECTOR, INC., as a Reseller

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 DATALINK CORPORATION, as a Reseller

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT ENTERPRISES, INC., as Parent Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT CANADA HOLDINGS, INC., as Subsidiary Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer



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Signature Page to Reaffirmation, Amendment and Joinder 







 
			
	 INSIGHT NORTH AMERICA, INC., as Subsidiary Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT DIRECT WORLDWIDE, INC., as Subsidiary Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT RECEIVABLES HOLDING, LLC, as Subsidiary Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer

	
	 INSIGHT TECHNOLOGY SOLUTIONS, INC., as Subsidiary Guarantor

		
	By:	 	/s/ Lynn Willden
	 Name: Lynn Willden

	 Title: Treasurer



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Signature Page to Reaffirmation, Amendment and Joinder 







 ACKNOWLEDGED AND AGREED: 

CASTLE PINES CAPITAL LLC, 
 as Administrative Agent and a
Lender under the Credit Agreement and 
 In its capacity under the Datalink Credit Agreement 

 

			
	WELLS FARGO CAPITAL FINANCE, LLC
	 as Administrative Agent and Collateral Agent

		
	By:	 	/s/ John Hanley
	 Name: John Hanley

	 Title: Senior Vice President


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Signature Page to Reaffirmation, Amendment and Joinder 








			
	BANK OF AMERICA, N.A.,
	 as a Lender,

		
	By:	 	/s/ Kenneth J. Tebelman
	 Name: Kenneth J. Tebelman

	 Title: Vice President


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Signature Page to Reaffirmation, Amendment and Joinder 








			
	ZB, N.A. dba NATIONAL BANK OF ARIZONA,
	 as a Lender,

		
	By:	 	/s/ Sabina Aaronson
	 Name: Sabina Aaronson

	 Title: Vice President


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Signature Page to Reaffirmation, Amendment and Joinder 








			
	BANK OF THE WEST,
	 as a Lender,

		
	By:	 	/s/ Kevin Gillette
	 Name: Kevin Gillette

	 Title: CBG Market Manager, Director


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Signature Page to Reaffirmation, Amendment and Joinder 








			
	BOKF, NA d/b/a BANK OF ARIZONA,
	 as a Lender,

		
	By:	 	/s/ James Wessel
	 Name: James Wessel

	 Title: Senior Vice President


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Signature Page to Reaffirmation, Amendment and Joinder 








			
	COMERICA BANK,
	 as a Lender,

		
	By:	 	/s/ Liz V. Gonzalez
	 Name: Liz V. Gonzalez

	 Title: Assistant Vice President


 Signature Page to Reaffirmation, Amendment and Joinder 







 ANNEX I 

Reaffirmed Loan Documents 
  

	 	1.	Resellers Security Agreement. 

  

	 	2.	Resellers Pledge Agreement. 

  

	 	3.	Parent Guaranty. 

  

	 	4.	Parent Security Agreement. 

  

	 	5.	Parent Pledge Agreement. 

  

	 	6.	Subsidiary Guaranty. 

  

	 	7.	Subsidiary Security Agreement. 

  

	 	8.	Subsidiary Pledge Agreement. 








 EXHIBIT A 

Amended Schedule to Credit Agreement 

SCHEDULE 9.6 

Litigation 
 None. 







 EXHIBIT B 

Amended Schedules to Resellers Security Agreement 

SCHEDULE 1 
 TO 

AMENDED AND RESTATED SECURITY AGREEMENT 

Grantor Organizational Information 
  

									
	 Grantor
	  	 Jurisdiction of

Organization
	  	 Organizational
Identification

Number
	  	 Principal Place of Business
	  	 Chief Executive Office

	Calence, LLC*	  	Delaware	  	4000415	  	 6820 South Harl Avenue
 Tempe, Arizona
85283
	  	 6820 South Harl Avenue
 Tempe, Arizona
85283

					
	Insight Direct USA, Inc.*	  	Illinois	  	5777-386-3	  	 6820 South Harl Avenue
 Tempe, Arizona
85283
	  	 6820 South Harl Avenue
 Tempe, Arizona
85283

					
	Insight Public Sector, Inc.*	  	Illinois	  	5777-387-1	  	 6820 South Harl Avenue
 Tempe, AZ 85283
	  	 6820 South Harl Avenue
 Tempe, AZ
85283

					
	Datalink Corporation**	  	Minnesota	  	1D-20	  	 10050 Crosstown Circle, Suite 500
 Eden Prairie,
MN 55344
	  	 10050 Crosstown Circle, Suite 500
 Eden Prairie,
MN 55344


  

	*	Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following locations: 


1. 6820 South Harl Avenue, Tempe, Arizona 85283 
 2. 910 West
Carver Road, Tempe, Arizona 85284 
  

	**	Books and records relating to Accounts and/or any originals of chattel paper evidencing Accounts are held at the following location: 


1. 10050 Crosstown Circle, Suite 500, Eden Prairie, Minnesota 55344 







 SCHEDULE 1-A 

TO 
 AMENDED AND RESTATED SECURITY
AGREEMENT 
 Pledged Debt: 
 None. 







 SCHEDULE 2 

TO 
 AMENDED AND RESTATED SECURITY
AGREEMENT 
  

			
	 Legal Name of Grantor
	  	 Locations of Inventory and/or Equipment

	 Calence, LLC
	  	 6820 South Harl Avenue

Tempe, Arizona 85283

		
	 Insight Direct USA, Inc.
	  	 6820 South Harl Avenue

Tempe, Arizona 85283

	  	  
 444 Scott Drive

Bloomingdale, Illinois 60108

	  	  
 1560 Hunter Road

Hanover Park, Illinois 60133

	  	  
 1600 Hunter Road

Hanover Park, Illinois 60133

	  	  
 910 W. Carver Road, Suite
110
 Tempe, Arizona 85283

	  	  
 2250 Pinehurst Blvd, Suite
200
 Addison, IL 60101

	  	  
 9 Galen St. Ste. 300

Watertown, MA 02472

		
	 Insight Public Sector, Inc.
	  	 2701 N. Rocky Point Drive, Suite 300

Tampa, Florida 33607

		
	 Datalink Corporation
	  	 10050 Crosstown Circle, Suite 500

Eden Prairie, MN 55344

	  	  
 4000 CentreGreen Way, Suite
100
 Cary, NC 27513









 SCHEDULE 2-B 

TO 
 AMENDED AND RESTATED SECURITY
AGREEMENT 
  

			
	 Name
	  	 Filing Location

	 Calence, LLC
	  	 Delaware Secretary of State

	 Insight Direct USA, Inc.
	  	 Illinois Secretary of State

	 Insight Public Sector, Inc.
	  	 Illinois Secretary of State

	 Datalink Corporation
	  	 Minnesota Secretary of State









 SCHEDULE 3 

TO 
 AMENDED AND RESTATED SECURITY
AGREEMENT 
 Intellectual Property 

I. Trademarks 
  

											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	CALENCE	  	India	  	 898875

20-JAN-2000
	  	  
	  	Calence, LLC	  	REGISTERED
						
	INSIGHT NETWORKING	  	Louisiana	  	  
	  	 605684

18-MAR-2009
	  	Calence, LLC	  	Registered (LA)
						
	INSIGHT NETWORKING	  	Nevada	  	  
	  	 10121195

18-MAR-2009
	  	Calence, LLC	  	Registered (NE)
						
	INSIGHT NETWORKING	  	Ohio	  	  
	  	 1839849

03-MAR-2009
	  	Calence, LLC	  	Registered (OH)
						
	INSIGHT NETWORKING	  	Wyoming	  	  
	  	 2009-00567561

25-MAR-2009
	  	Calence, LLC	  	Registered (WY)
						
	INSIGHT NETWORKING	  	Wyoming	  	  
	  	 2009-000567561

25-MAR-2009
	  	Calence, LLC	  	Registered (WY)
						
	INSIGHT:LICENSEADVISOR	  	Australia	  	 1182718

20-JUN-2007
	  	 1182718

20-JUN-2007
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	SOFTWARE SPECTRUM	  	Australia	  	 732418

15-APR-1997
	  	 732418

15-APR-1997
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHTCLOUD	  	Australia	  	 1563290

18-JUN-2013
	  	 1563290

18-JUN-2013
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHTCLOUD	  	China	  	 11193121

11-JUL-2012
	  	 11193121

14-JAN-2014
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 6056506

18-MAY-2007
	  	 6056506

07-MAR-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 6056505

18-MAY-2007
	  	 6056505

07-MAR-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 6052043

16-MAY-2007
	  	 6052043

07-MAR-2010
	  	Insight Direct USA, Inc.	  	REGISTERED









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	 ying shi
 




	  	China	  	 6052044

16-MAY-2007
	  	 6052044

07-MAR-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:ADVISOR	  	China	  	 5922405

17-FEB-2007
	  	 5922405

28-JUL-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5677007

23-OCT-2006
	  	 5677007

07-FEB-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5677008

23-OCT-2006
	  	 5677008

07-JAN-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5677009

23-OCT-2006
	  	 5677009

07-JAN-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5677010

23-OCT-2006
	  	 5677010

07-FEB-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5676950

23-OCT-2006
	  	 5676950

21-FEB-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 ying shi
 




	  	China	  	 5676949

23-OCT-2006
	  	 5676949

14-MAR-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 5641014

30-SEP-2006
	  	 5641014

21-DEC-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 5641010

30-SEP-2006
	  	 5641010

07-FEB-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 5641013

30-SEP-2006
	  	 5641013

28-DEC-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	China	  	 5641011

30-SEP-2006
	  	 5641011

28-DEC-2010
	  	Insight Direct USA, Inc.	  	REGISTERED









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	 Insight
 




	  	Denmark	  	 VA 003503 1998

19-AUG-1998
	  	 VR 001638 2004

24-MAY-2004
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT GLOBAL FINANCE	  	Massachusetts	  	  
	  	 64567

01-JUL-2004
	  	Insight Direct USA, Inc.	  	Renewed (Registered) (MA)
						
	INSIGHT DIRECT	  	Massachusetts	  	  
	  	 63802

09-JAN-2004
	  	Insight Direct USA, Inc.	  	Renewed (Registered) (MA)
						
	INSIGHT	  	Nevada	  	  
	  	 E0652562007-5

18-SEP-2007
	  	Insight Direct USA, Inc.	  	Renewed (Registered) (NV)
						
	INSIGHT	  	New Zealand	  	 839429 (00839429)

30-MAR-2011
	  	 839429

02-OCT-2012
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:ADVISOR	  	New Zealand	  	 770779

21-JUN-2007
	  	 770779

12-MAR-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT GLOBAL FINANCE	  	Ohio	  	  
	  	 1353113

21-NOV-2002
	  	Insight Direct USA, Inc.	  	Renewed (Registered) (OH)
						
	 INSIGHT GLOBAL FINANCE
 




	  	South Dakota	  	  
	  	26-NOV-2002	  	Insight Direct USA, Inc.	  	Renewed (Registered) (SD)
						
	INSIGHT GLOBAL FINANCE	  	State	  	  
	  	 282535

27-NOV-2002
	  	Insight Direct USA, Inc.	  	Renewed (Registered) (AZ)
						
	 INSIGHT and Design

Thomson CompuMark

Trademark: INSIGHT iiii
 




	  	Canada	  	 1787707

20-JUN-2016
	  	  
	  	Insight Direct USA, Inc.	  	Formalized (Pending)
						
	 Insight
 




	  	Switzerland	  	 62262/2010

27-APR-2011
	  	 617785

10-AUG-2011
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	HARMONY	  	USPTO	  	 86184116

04-FEB-2014
	  	  
	  	Insight Direct USA, Inc.	  	 Pending

Intent to Use

						
	 INSIGHT
 




	  	USPTO	  	 86855796

21-DEC-2015
	  	 5021451

16-AUG-2016
	  	Insight Direct USA, Inc.	  	Registered
						
	 Design Only
 




	  	USPTO	  	 86757388

15-SEP-2015
	  	 5001816

19-JUL-2016
	  	Insight Direct USA, Inc.	  	Registered
						
	TRICENTRIC	  	USPTO	  	 86308168

12-JUN-2014
	  	 4707106

24-MAR-2015
	  	Insight Direct USA, Inc.	  	Registered









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	INSIGHTCLOUD	  	USPTO	  	 85175925

12-NOV-2010
	  	 4396558

03-SEP-2013
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT	  	USPTO	  	 77201689

08-JUN-2007
	  	 3690982

06-OCT-2009
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT	  	USPTO	  	 77201950

08-JUN-2007
	  	 4508474

08-APR-2014
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT	  	USPTO	  	 77201946

08-JUN-2007
	  	 3474837

29-JUL-2008
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT	  	USPTO	  	 77201949

08-JUN-2007
	  	 3659763

28-JUL-2009
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT:LICENSEADVISOR	  	USPTO	  	 77069247

21-DEC-2006
	  	 3709078

10-NOV-2009
	  	Insight Direct USA, Inc.	  	Registered
						
	PLUS HARDWARE	  	USPTO	  	 78401210

13-APR-2004
	  	 3040250

10-JAN-2006
	  	Insight Direct USA, Inc.	  	Registered
						
	 INSIGHT
 




	  	USPTO	  	 74608621

08-DEC-1994
	  	 1940956

12-DEC-1995
	  	Insight Direct USA, Inc.	  	Renewed (Registered)
						
	INSIGHT GLOBAL FINANCE	  	Utah	  	  
	  	 6283516

28-JUL-2006
	  	Insight Direct USA, Inc.	  	Registered (UT)
						
	INSIGHT GLOBAL FINANCE	  	Wisconsin	  	  
	  	05-NOV-2003	  	Insight Direct USA, Inc.	  	Renewed (Registered) (WI)
						
	INSIGHT GLOBAL FINANCE	  	Wyoming	  	  
	  	 2002-000441908

28-NOV-2002
	  	Insight Direct USA, Inc.	  	Registered (WY)
						
	INSIGHT	  	Australia	  	 1417104

30-MAR-2011
	  	 1417104

30-MAR-2011
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:ADVISOR	  	Australia	  	 1167381

22-MAR-2007
	  	 1167381

22-MAR-2007
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 Insight Logo
 




	  	Canada	  	 1770542

03-MAR-2016
	  	  
	  	Insight Direct USA, Inc.	  	Formalized (Pending)
						
	INSIGHTCLOUD	  	Canada	  	 1504886

22-NOV-2010
	  	 TMA878843

28-MAY-2014
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT	  	Canada	  	 1370595

05-NOV-2007
	  	 TMA780769

26-OCT-2010
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT:LICENSEADVISOR	  	Canada	  	 1331045

11-JAN-2007
	  	 TMA771853

13-JUL-2010
	  	Insight Direct USA, Inc.	  	Registered
						
	INSIGHT.CA	  	Canada	  	 1061246

31-MAY-2000
	  	 TMA564400

08-JUL-2002
	  	Insight Direct USA, Inc.	  	Registered









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	 INSIGHT·COM 800-INSIGHT DESIGN






	  	Canada	  	 893050

05-OCT-1998
	  	 TMA704025

08-JAN-2008
	  	Insight Direct USA, Inc.	  	Registered
						
	 INSIGHT
 




	  	EU trade marks	  	 15028781

21-JAN-2016
	  	 15028781

30-MAY-2016
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 Design Only
 




	  	EU trade marks	  	 14653612

06-OCT-2015
	  	 14653612

26-FEB-2016
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT SOFTWARE LIVE	  	EU trade marks	  	 6992036

16-JUN-2008
	  	 6992036

07-OCT-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 Insight Software LIVE
 




	  	EU trade marks	  	 6992002

16-JUN-2008
	  	 6992002

06-NOV-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:ADVISOR	  	EU trade marks	  	 6022479

20-JUN-2007
	  	 6022479

20-MAY-2008
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:MOBILEADVISOR	  	EU trade marks	  	 5702485

20-FEB-2007
	  	 5702485

30-NOV-2007
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT:LICENSEADVISOR
 




	  	EU trade marks	  	 5702568

20-FEB-2007
	  	 5702568

30-NOV-2007
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 Whatever IT takes
 




	  	EU trade marks	  	 3409083

15-OCT-2003
	  	 3409083

15-JUN-2005
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 Insight
 




	  	EU trade marks	  	 3309002

12-AUG-2003
	  	 3309002

29-JUL-2010
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT ECREDIT	  	EU trade marks	  	 1168525

11-MAY-1999
	  	 1168525

15-MAR-2001
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	 INSIGHT
 




	  	EU trade marks	  	 1113844

17-MAR-1999
	  	 1113844

09-AUG-2001
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	SOFTWARE SPECTRUM	  	EU trade marks	  	 515205

11-APR-1997
	  	 515205

14-JUN-2000
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT	  	Hong Kong	  	 301961875

30-JUN-2011
	  	 301961875

30-JUN-2011
	  	Insight Direct USA, Inc.	  	REGISTERED









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	INSIGHTCLOUD	  	Hong Kong	  	 301829304

09-FEB-2011
	  	 301829304

09-FEB-2011
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	SOFTWARE SPECTRUM	  	Hong Kong	  	  
	  	 1999B04659

15-OCT-1996
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHTCLOUD	  	International Register	  	  
	  	 1088188

04-FEB-2011
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	Design Only	  	International Register	  	86757388	  	  
	  	Insight Direct USA, Inc.	  	UNPUBLISHED APPLICATION (PENDING)
						
	INSIGHTCLOUD	  	New Zealand	  	 837158

14-FEB-2011
	  	 837158

04-JAN-2013
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:MOBILEADVISOR	  	New Zealand	  	 765539

22-MAR-2007
	  	 765539

14-MAY-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	INSIGHT:LICENSEADVISOR	  	New Zealand	  	 765540

22-MAR-2007
	  	 765540

14-MAY-2009
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	SOFTWARE SPECTRUM	  	New Zealand	  	 275278

10-APR-1997
	  	 275278

11-FEB-1998
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	insight	  	Singapore	  	 T0803102C

11-MAR-2008
	  	  
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	insight : advisor	  	Singapore	  	 T0706084D

22-MAR-2007
	  	  
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	insight: licenseadvisor	  	Singapore	  	 T0706085B

22-MAR-2007
	  	  
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	insight : mobileadvisor	  	Singapore	  	 T0706086J

22-MAR-2007
	  	  
	  	Insight Direct USA, Inc.	  	REGISTERED
						
	DATALINK	  	USA	  	 85/136,907

23-SEP-2010
	  	 4,011,401

16-AUG-2011
	  	Datalink Corproation	  	 REGISTERED

Section 2(F)

						
	DATALINK	  	USA	  	 76/523,551

30-MAY-2003
	  	 2,902,860

16-NOV-2004
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK	  	USA	  	 76/009,750

27-MAR-2000
	  	 2,459,543

12-JUN-2001
	  	Datalink Corproation	  	 REGISTERED

Section 2(F)

						
	DATALINK and Design	  	USA	  	 76/521,218

30-MAY-2003
	  	 2,902,843

16-NOV-2004
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK and Design	  	USA	  	 76/142,373

6-OCT-2010
	  	 2,573,148

28-MAY-2002
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK ONECALL	  	USA	  	 85/025,334

28-APR-2010
	  	 3,890,069

14-DEC-2010
	  	Datalink Corporation	  	REGISTERED
						
	SOLUTIONSCAPE	  	USA	  	 85/225,822

25-JAN-2011
	  	 4,043,425

18-OCT-2011
	  	Datalink Corporation	  	REGISTERED
						
	STORAGESCAPE	  	USA	  	 85/136,848

23-SEP-2010
	  	 4,001,483

26-JUL-2011
	  	Datalink Corproation	  	REGISTERED









											
	 Mark
	  	 Country
	  	 App. No./

App. Date
	  	 Reg. No./
Reg. Date
	  	 Current Owner
	  	 Status

						
	V-SCAPE	  	USA	  	 85/225,848

25-JAN-2011
	  	 4,043,426

18-OCT-2011
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK	  	Canada	  	 1202840

6-JAN-2004
	  	 TMA681442

9-FEB-2007
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK	  	Canada	  	 1060115

24-MAY-2000
	  	 TMA625291

10-NOV-2004
	  	Datalink Corproation	  	REGISTERED
						
	 DATALINK and Design
 




	  	Canada	  	 1187454

18-AUG-2003
	  	 TMA680961

1-FEB-2007
	  	Datalink Corproation	  	REGISTERED
						
	DATALINK	  	European Community	  	 1670538

23-MAY-2000
	  	 1670538

4-OCT-2002
	  	Datalink Corproation	  	REGISTERED

 II. Patents 
  

											
	 Patent No.

Publication No.
 Application
No.
	  	 Country
	  	 Issue Date / Pub.
Date / App. Date
	  	 Title
	  	 Current Owner
	  	 Status

	 2010202645

2010202645
 2010202645
	  	Australia	  	 09-AUG-2012

15-JUL-2010

25-JUN-2010
	  	VERSION COMPLIANCE
SYSTEM	  	Insight Direct USA, Inc.	  	Issued
						
	 555718

555718
 555718
	  	New
Zealand	  	 09-APR-2009

24-DEC-2008

08-JUN-2007
	  	VERSION COMPLIANCE
SYSTEM	  	Insight Direct USA, Inc.	  	Issued
						
	 555717

555717
 555717
	  	New
Zealand	  	 26-JUN-2009

28-FEB-2009

08-JUN-2007
	  	TIME BOUND ENTITLEMENT
FOR DIGITAL CONTENT
DISTRIBUTION FRAMEWORK	  	Insight Direct USA, Inc.	  	Issued
						
	 551117

551117
 551117
	  	New
Zealand	  	 24-DEC-2010

27-AUG-2010

01-SEP-2005
	  	SOFTWARE DISTRIBUTION
FRAMEWORK	  	Insight Direct USA, Inc.	  	Issued
						
	 2007202636

2007202636
 2007202636
	  	Australia	  	 21-JUN-2010

03-JAN-2008

08-JUN-2007
	  	TIME BOUND ENTITLEMENT
FOR DIGITAL CONTENT
DISTRIBUTION FRAMEWORK	  	Insight Direct USA, Inc.	  	Issued
						
	 8,412,678

US-2011-0191296-A1

12/833,899
	  	USA	  	 04-APR-2013

04-AUG-2011

16-SEP-2010
	  	SYSTES AND METHODS FOR
PROVIDING BUSINESS
CONTINUITY
SERVICES	  	Datalink Corporation	  	Issued

 III. COPYRIGHTS 

None 







 EXHIBIT C 

Schedule 1 to Amended and Restated Pledge Agreement – Pledged Subsidiaries 

Pledged Stock 
  

													
	 Name of Pledgor
	  	 Name of Pledged Subsidiary
	  	Number of Shares
held by Pledgor
being Pledged	 	  	Percentage of
Shares held
by Pledgor
being
Pledged	 	 	 Certificate
Number

	 Insight Direct USA, Inc.
	  	 BlueMetal Architects, Inc.
	  	 	100	  	  	 	100	% 	 	N/A
	 Datalink Corporation
	  	 MV Sub, Inc.
	  	 	100	  	  	 	100	% 	 	2
	 Datalink Corporation
	  	 STI Acquisition Corp.
	  	 	100	  	  	 	100	% 	 	2

 Pledged Membership Interests 
  

							
	 Name of Pledgor
	  	 Name of Pledged Subsidiary
	  	Percentage
of Pledgor’s
Membership
Interests
being
Pledged	 
	 Calence, LLC
	  	 Calence Physical Security Solutions, LLC
	  	 	100	% 
	 Insight Direct USA, Inc.
	  	 Calence, LLC
	  	 	100	% 
	 Insight Direct USA, Inc.
	  	 Insight Consulting Services, LLC
	  	 	100	% 
	 Insight Direct USA, Inc.
	  	 Insight Receivables Holding, LLC
	  	 	100	% 
	 Insight Direct USA, Inc.
	  	 Insight Stadium Services, LLC
	  	 	100	% 
	 Insight Public Sector, Inc.
	  	 Insight Receivables Holding, LLC
	  	 	100	% 
	 Datalink Corporation
	  	 Datalink Holding LLC
	  	 	100	% 

 Pledged Partnership Interests 

None. 







 EXHIBIT D 

Amended Schedules to Parent Guarantor Pledge Agreement 

SCHEDULE I 
 PLEDGED SUBSIDIARIES

 Pledged Stock 
  

													
	 Name of Pledgor
	  	 Name of Pledged Subsidiary
	  	Number of Shares
being Pledged	 	  	Percentage of
Shares held
by Pledgor
being
Pledged	 	 	 Certificate
Number

	 Insight Enterprises, Inc.
	  	 Insight Direct Worldwide, Inc.
	  	 	10,000	  	  	 	100	% 	 	1
	 Insight Enterprises, Inc.
	  	 Insight Technology Solutions, Inc.
	  	 	100	  	  	 	100	% 	 	2
	 Insight Enterprises, Inc.
	  	 Datalink Corporation
	  	 	1,000	  	  	 	100	% 	 	N/A

 Pledged Membership Interests 
  

							
	 Name of Pledgor
	  	 Name of Pledged Subsidiary
	  	Percentage
of Pledgor’s
Membership
Interests
being
Pledged	 
	 Insight Enterprises, Inc.
	  	 Insight Receivables Holding, LLC
	  	 	100	% 

 Pledged Partnership Interests 

None.