(Against All Defendants for Violations of Section 14(a) of the Exchange Act and  17 C.F.R. § 244.100 Promulgated Thereunder)   (Against All Defendants for Violations of Section 14(a) of the Exchange Act and  Rule 14a-9 Promulgated Thereunder)   (Against the Individual Defendants for Violations   of Section 20(a) of the Exchange Act)   23.  Plaintiff brings this class action pursuant to Fed. R. Civ. P. 23 on behalf of himself  and the other public shareholders of Presidio (the “Class”).  Excluded from the Class are  Defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated  with any Defendant.   25.  Presidio is a provider of information technology solutions that delivers its services  through a full life-cycle model of professional, managed and support services including strategy,  consulting, implementation and design. The Company helps its clients to harness technology  advances, simplify information technology complexity and optimize their environments today  while enabling future applications, user experiences and revenue models.   64.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   65.  Section 14(a)(1) of the Exchange Act makes it “unlawful for any person, by the use  of the mails or by any means or instrumentality of interstate commerce or of any facility of a  national securities exchange or otherwise, in contravention of such rules and regulations as the  Commission may prescribe as necessary or appropriate in the public interest or for the protection  of investors, to solicit or to permit the use of his name to solicit any proxy or consent or  authorization in respect of any security (other than an exempted security) registered pursuant to  section 78l of this title.”  15 U.S.C. § 78n(a)(1).   66.  As set forth above, the Proxy omits information required by SEC Regulation G, 17  C.F.R. § 244.100, which independently violates Section 14(a).  SEC Regulation G, among other  things, requires an issuer that chooses to disclose a non-GAAP measure to provide a presentation  of the “most directly comparable” GAAP measure and a reconciliation “by schedule or other  clearly understandable method” of the non-GAAP measure to the “most comparable” GAAP  measure.  17 C.F.R. § 244.100(a).    67.  The failure to reconcile the non-GAAP financial measures included in the Proxy  violates Regulation G and constitutes a violation of Section 14(a).   69.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   70.  SEC Rule 14a-9 prohibits the solicitation of shareholder votes in registration  statements that contain “any statement which, at the time and in the light of the circumstances  under which it is made, is false or misleading with respect to any material fact, or which omits to  state any material fact necessary in order to make the statements therein not false or misleading[.]”   17 C.F.R. § 240.14a-9(a).    71.  Regulation G similarly prohibits the solicitation of shareholder votes by “mak[ing]  public a non-GAAP financial measure that, taken together with the information accompanying that  measure . . . contains an untrue statement of a material fact or omits to state a material fact  necessary in order to make the presentation of the non-GAAP financial measure . . . not  misleading.”  17 C.F.R. § 244.100(b) (emphasis added).     72.  Defendants have issued the Proxy with the intention of soliciting shareholder  support for the Proposed Transaction.  Each of the Defendants reviewed and authorized the  dissemination of the Proxy, which fails to provide critical information regarding, amongst other  things, the financial projections for the Company.    74.  The Individual Defendants knew or were negligent in not knowing that the Proxy  is materially misleading and omits material facts that are necessary to render it not misleading.   The Individual Defendants undoubtedly reviewed and relied upon the omitted information  identified above in connection with their decision to approve and recommend the Proposed  Transaction.   75.  The Individual Defendants knew or were negligent in not knowing that the material  information identified above has been omitted from the Proxy, rendering the sections of the Proxy  identified above to be materially incomplete and misleading.     76.  The Individual Defendants were, at the very least, negligent in preparing and  reviewing the Proxy.  The preparation of a registration statement by corporate insiders containing  materially false or misleading statements or omitting a material fact constitutes negligence.  The  Individual Defendants were negligent in choosing to omit material information from the Proxy or  failing to notice the material omissions in the Proxy upon reviewing it, which they were required  to do carefully as the Company’s directors.  Indeed, the Individual Defendants were intricately  involved in the process leading up to the signing of the Merger Agreement and the preparation of  the Company’s financial projections.     77.  Presidio is also deemed negligent as a result of the Individual Defendants’  negligence in preparing and reviewing the Proxy.   79.  As a direct and proximate result of the dissemination of the false and/or misleading  Proxy Defendants used to recommend that shareholders approve the Proposed Transaction,  Plaintiff and the Class will suffer damages and actual economic losses (i.e. the difference between  the value they will receive as a result of the Proposed Transaction and the true value of their shares  prior to the merger) in an amount to be determined at trial and are entitled to such equitable relief  as the Court deems appropriate, including rescissory damages.    80.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   81.  The Individual Defendants acted as controlling persons of Presidio within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  directors and/or officers of Presidio, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the Proxy filed with the SEC, they had the power to influence and control and did influence and  control, directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements that Plaintiff contends are materially incomplete and  misleading.   83.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company and, therefore, is presumed to have had  the power to control or influence the particular transactions giving rise to the Exchange Act  violations alleged herein and exercised the same.  The Proxy at issue contains the unanimous  recommendation of each of the Individual Defendants to approve the Proposed Transaction.  They  were thus directly involved in preparing the Proxy.   84.  In addition, as the Proxy sets forth at length, and as described herein, the Individual  Defendants were involved in negotiating, reviewing, and approving the Merger Agreement.  The  Proxy purports to describe the various issues and information that the Individual Defendants  reviewed and considered.  The Individual Defendants participated in drafting and/or gave their  input on the content of those descriptions.   85.  By virtue of the foregoing, the Individual Defendants have violated Section 20(a)  of the Exchange Act.   86.  As set forth above, the Individual Defendants had the ability to exercise control  over and did control a person or persons who have each violated Section 14(a) and Rule 14a-9 by  their acts and omissions as alleged herein.  By virtue of their positions as controlling persons, these  Defendants are liable pursuant to Section 20(a) of the Exchange Act.  As a direct and proximate  result of Individual Defendants’ conduct, Plaintiff and the Class will be irreparably harmed.  I.  The Proposed Transaction   