EX-10.28



 Exhibit 10.28 
  

									
	



    	 	  
 





	 	  
 1 Penn Plaza

28th Floor

	 	 New York, NY 10119
  

www.presidio.com

	 	  
 February 3, 2017

 
 Steven Lerner

	 	  
 Dear Steven,

	 	  
 We are pleased to offer you the
position as a Member of the Board of Directors, and Audit Committee Member with Presidio, Inc. (Parent company of Presidio Holdings Inc.). We are very excited to have you join the organization as we continue to grow and evolve Presidio. Your
experience will be a tremendous asset and look forward to your acceptance. The terms of the Board Membership are as follows:

	 	  
 Effective Date:
	  	  
 On or about February 10, 2017

	 	  
 Compensation:
	  	  
 You will be compensated with an annual retainer of $50,000
(paid quarterly) for serving on the Board and $2,000 additionally for In Person Board meetings and $1,000 for Teleconference meetings. Additionally, you’ll be paid an annual retainer of $5,000 (paid quarterly) for serving on the Audit Committee
and $2,000 for In Person Audit Committee meetings and $1,000 for Teleconference meetings. Compensation policies for directors and committee members are subject to change as determined by the Compensation Committee from time to time.

		 	  
 Option Opportunity:
	  	  
 Upon board approval of your membership you are eligible to
receive 7,500 shares in Presidio stock options, which will be granted in connection with the IPO at the IPO offering price. The options are time based and vest in equal increments each year on the anniversary date of the initial grant for a 3 year
period. The Options grant is contingent upon the Board member executing the Presidio Options Agreement and Presidio NDA Agreement.

			
		 	 Expenses:
	  	As a board member, you are eligible for reasonable expense reimbursement as it relates to your travel, lodging and meals to attend Board and Audit Committee meetings upon presentation of expense statements or other
supporting information as may be required.
			
		 	 D & O Insurance
	  	The Company carries $25 million in Directors & Officers Liability insurance.
					
		 	 Upcoming Board Meetings:
	  	 February 15, 2017
  

May 11, 2017
	  	 8AM-12PM
  

8AM-12PM
	  	 1 Penn Plaza, NY, NY
  

1 Penn Plaza, NY, NY

					
		 		  	June 29, 2017	  	8AM-12PM	  	WebEx
					
		 		  	August 10, 2017	  	8AM-12PM	  	1 Penn Plaza, NY, NY
			
		 		  	


  
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		 	 Important:
	  	 You represent and warrant that in your acceptance of and performance in this position you will not violate the term of any agreement
applicable to you, and that you will not utilize or make available to us any confidential or proprietary information of any third party or violate any obligation with respect to such information. Your acceptance of this offer is not based on any
promises or representations other than those contained in this letter.
  
 Also, you
represent and warrant that you are not bound by any agreement with or obligation to a current or previous employer or other party that may conflict with or otherwise prevent the full performance of your duties and obligations to Presidio. In
addition, you represent that your board membership with Presidio does not and will not breach any agreement or obligation to keep in confidence any proprietary information belonging to another party, and that you will not disclose or otherwise use
any such information in connection with your Director position.

		 	  
 We look forward to your joining the
Presidio board. As confirmation of your acceptance of our offer, please sign this offer letter below by February 10, 2017. Should you have any questions, please do not hesitate to contact me at 212.324.4305.

 
 Sincerely,

 
 Bob Cagnazzi

CEO
  

I hereby accept this offer based upon the above stated terms and conditions.


  

											
		 	Board Member Signature:	 	



	 		 	Date:	 	 2/6/2017

						
		 	Presidio Signature:	 	



	 		 	Date:	 	 2/6/2017



  
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