As filed with the Securities and Exchange Commission on November 23, 2021

Registration No. 333-249491

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CDW Corporation*

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   26-0273989

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

CDW LLC*

(Exact name of registrant as specified in its charter)

 

 

 

Illinois   36-3310735

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

CDW Finance Corporation*

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   90-0600013

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

75 Tri-State International

Lincolnshire, Illinois 60069

(847) 465-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Frederick J. Kulevich

Senior Vice President, General Counsel

and Corporate Secretary

CDW Corporation

75 Tri-State International

Lincolnshire, Illinois 60069

(847) 465-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

James S. Rowe

Bradley C. Reed, P.C.

Kevin M. Frank

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

*The co-registrants listed on the next page are also included in this Registration Statement on Form S-3 as additional registrants.

 

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be
Registered

  Proposed
Maximum
Offering Price
Per Unit 		 

Maximum
Aggregate

Offering Price

 

Amount of

Registration Fee(1)

Common Stock, par value $0.01 per share(2)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Preferred Stock, par value $0.01 per share(2)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Depositary Shares(2)(3)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Warrants(2)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Subscription Rights(2)(4)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Debt Securities(2)(5)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Guarantees of Debt Securities(2)(6)(7)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Share Purchase Contracts(2)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Share Purchase Units(2)(9)

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

Total

  (1)(8)   (1)(8)   (1)(8)   (1)(8)

 

 

(1)

The proposed maximum offering price per unit will be determined from time to time in connection with issuances of securities registered under this registration statement.

(2)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. Includes an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement.

(3)

Each depositary share registered hereunder will be issued under a deposit agreement and will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(4)

The subscription rights to purchase shares of common stock, preferred stock, depositary shares or debt securities will be offered without consideration.

(5)

The debt securities may be issued by one or more of the registrants without guarantees or may be guaranteed by one or more of the registrants.

(6)

Pursuant to Rule 457(n), no registration fee is payable with respect to any such guarantees.

(7)

The guarantees of debt securities will be issued by one or more of the registrants and will be issued without additional consideration.

(8)

An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be issued at unspecified prices. In accordance with Rules 456(b) and 457(r), the registrants are deferring payment of all registration fees.

(9)

These are securities of CDW Corporation.

Table of Additional Registrants

 

Exact Name of Additional Registrant as

Specified in its Charter*

  

State or Other Jurisdiction
of Incorporation or
Organization

  

I.R.S. Employer
Identification No.

CDW Technologies LLC

   Wisconsin    39-1768725

CDW Direct, LLC

   Illinois    36-4530079

CDW Government LLC

   Illinois    36-4230110

CDW Logistics LLC

   Illinois    38-3679518

Amplified IT LLC

   Virginia    27-3690926

 

*

The address for each of the additional registrants is CDW Corporation, 75 Tri-State International, Lincolnshire, Illinois 60069. The name, address and telephone number of the agent for service for each of the additional registrants is Frederick J. Kulevich, Senior Vice President, General Counsel and Corporate Secretary of CDW Corporation, 75 Tri-State International, Lincolnshire, Illinois 60069, telephone: (847) 465-6000.

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Registration No. 333-249491) of CDW Corporation, (the “Company”) CDW LLC and CDW Finance Corporation and the Company’s subsidiary guarantor co-registrants (the “Registration Statement”) is being filed for the purposes of adding Amplified IT LLC, a subsidiary of the Company, as a co-registrant that is, or may potentially be, a guarantor of some or all of the debt securities with respect to which offers and sales are registered under the Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14.

Other Expenses of Issuance and Distribution.

The following is a statement of the estimated expenses, other than underwriting discounts and commissions payable by us or any selling stockholders, to be incurred by the registrants in connection with the issuance and distribution of securities registered under this Registration Statement on Form S-3.

 

Securities and Exchange Commission Registration Fee

   $             (1)  

Legal Fees and Expenses

                 (2)  

Accounting Fees and Expenses

     (2)  

Trustees’ Fees and Expenses (including Counsel’s Fees)

     (2)  

Printing and Delivery Expenses

     (2)  

Rating Agency Fees and Expenses

     (2)  

Miscellaneous Expenses

     (2)  
  

 

 

 

Total

   $ (2)  

 

(1)

In accordance with Rules 456(b) and Rule 457(c), we are deferring payment of the registration fee.

(2)

Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this Registration Statement on Form S-3. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.

 

Item 15.

Indemnification of Directors and Officers.

We currently have directors’ and officers’ liability insurance policies to insure our directors and officers against liability for actions or omissions occurring in their capacity as a director or officer, subject to certain exclusions or limitations. There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

We have also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

Delaware

CDW Corporation and CDW Finance Corporation are each incorporated under the laws of the State of Delaware.

Section 145 (“Section 145”) of the Delaware General Corporation Law, as the same exists or may hereafter be amended (the “DGCL”), provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to

 

II-1

believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reasons of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

CDW Corporation’s amended and restated certificate of incorporation and CDW Finance Corporation’s certificate of incorporation limit, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. CDW Corporation’s amended and restated bylaws and CDW Finance Corporation’s bylaws provide that directors, officers and employees will be indemnified to the fullest extent authorized by the DGCL with respect to actions, suits or proceedings. CDW Corporation’s amended and restated bylaws and CDW Finance Corporation’s bylaws require CDW Corporation or CDW Finance Corporation, as applicable, to pay all expenses incurred by a director, officer or employee in defending any such proceeding.

Illinois

CDW LLC, CDW Direct, LLC, CDW Government LLC and CDW Logistics LLC are each formed under the laws of the State of Illinois.

Section 15-7 of the Illinois Limited Liability Company Act (“ILLCA”) authorizes a limited liability company to indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

The limited liability company agreement of each of CDW LLC, CDW Direct, LLC, CDW Government LLC and CDW Logistics LLC provide for indemnification of all current and former managers and officers to the fullest extent of the ILLCA.

Virginia

Amplified IT LLC is organized under the laws of the Commonwealth of Virginia.

Section 13.1-1009(16) of the Virginia Limited Liability Company Act (“VLLCA”) permits a limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding.

The operating agreement of Amplified IT LLC provides for indemnification of its officers, or, while an officer, or those serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trustee or other enterprise to the fullest extent of the VLLCA, provided that such conduct was pursued in good faith and believed to be in the best interests of the company, and such course of conduct did not constitute gross negligence, intentional misconduct, or a knowing violation of the law and otherwise was materially in accordance with the terms of the operating agreement. Such rights are not exclusive or any other rights under the law.

 

II-2

Wisconsin

CDW Technologies LLC is organized under the laws of the State of Wisconsin.

Section 183.0106(2)(m) of the Wisconsin Limited Liability Company Act (“WLLCA”) permits a limited liability company to indemnify a member, manager, employee, officer or agent or any other person. Section 183.0403(2) of the WLLCA provides that a company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager. However, the WLLCA does not permit a limited liability company to indemnify a member or manager for liabilities, or permit a member or manager to retain any allowance for such expenses, unless it is determined by or on behalf of the limited liability company that the liabilities or expenses did not result from the member’s or manager’s breach or failure to perform a duty to the limited liability company.

The operating agreement for CDW Technologies LLC provides for indemnification of all current and former managers and officers to the fullest extent of the WLLCA.

 

Item 16.

Exhibits.

 

Exhibit

No.

  

Description

  1.1    Form of Underwriting Agreement.*
  3.1    Sixth Restated Certificate of Incorporation of CDW Corporation, previously filed as Exhibit 3.2 with CDW Corporation’s Form 8-K filed on May 21, 2021 and incorporated herein by reference. **
  3.2    Amended and Restated By-Laws of CDW Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 8-K filed on December 23, 2019 and incorporated herein by reference. **
  3.3    Articles of Organization of CDW LLC, previously filed as Exhibit 3.3 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.4    Amended and Restated Limited Liability Company Agreement of CDW LLC, previously filed as Exhibit 3.4 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.5    Certificate of Incorporation of CDW Finance Corporation, previously filed as Exhibit 3.5 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.6    Amended and Restated By-Laws of CDW Finance Corporation, previously filed as Exhibit 3.1 with CDW Corporation’s Form 10-Q filed on May 8, 2015 and incorporated herein by reference. **
  3.7    Articles of Organization of CDW Technologies LLC (formerly CDW Technologies, Inc.), previously filed as Exhibit 3.7 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by reference. **
  3.8    Operating Agreement of CDW Technologies LLC (formerly CDW Technologies, Inc.), previously filed as Exhibit 3.8 with CDW Corporation’s Form 10-K filed on February 25, 2016 and incorporated herein by reference. **
  3.9    Articles of Organization of CDW Direct, LLC, previously filed as Exhibit 3.9 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **

 

II-3

Exhibit

No.

  

Description

  3.10    Amended and Restated Limited Liability Company Agreement of CDW Direct, LLC, previously filed as Exhibit 3.10 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.11    Articles of Organization of CDW Government LLC, previously filed as Exhibit 3.11 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.12    Amended and Restated Limited Liability Company Agreement of CDW Government LLC, previously filed as Exhibit 3.12 with CDW Corporation’s Form S-4 filed on September 7, 2010 (Reg. No. 333-169258) and incorporated herein by reference. **
  3.13    Articles of Organization of CDW Logistics LLC, previously filed as Exhibit 3.13 with CDW Corporation’s Form 10-K filed on February 28, 2020 and incorporated herein by reference. **
  3.14    Limited Liability Company Agreement of CDW Logistics LLC, previously filed as Exhibit 3.14 with CDW Corporation’s Form 10-K filed on February 28, 2020 and incorporated herein by reference. **
  3.15    Articles of Organization of Amplified IT LLC.
  3.16    Operating Agreement of Amplified IT LLC.
  4.1    Form of Certificate of Designation.*
  4.2    Form of Deposit Agreement (including form of depositary receipt).*
  4.3    Form of Warrant Agreement (including form of Warrant Certificate).*
  4.4    Form of Subscription Agent Agreement.*
  4.5    Form of Subscription Certificate.*
  4.6    Form of Indenture, previously filed as Exhibit 4.7 with CDW Corporation’s Form S-3ASR filed on October 16, 2014 (Reg. No. 333-199425) and incorporated herein by reference. **
  4.7    Form of Certificate evidencing Debt Securities (including form of notation of guarantee).*
  4.8    Base Indenture, dated as of December  1, 2014, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.1 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference. **
  4.9    First Supplemental Indenture, dated as of December  1, 2014, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference. **
  4.10    Form of 2024 Senior Note (included as Exhibit B to Exhibit 4.9), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on December 1, 2014 and incorporated herein by reference. **
  4.11    Fourth Supplemental Indenture, dated as of September  26, 2019, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein by reference. **
  4.12    Form of 2028 Senior Note (included as Exhibit A to Exhibit 4.11), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on September 26, 2019 and incorporated herein by reference. **

 

II-4

Exhibit

No.

  

Description

  4.13    Fifth Supplemental Indenture, dated as of April  21, 2020, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference. **
  4.14    Form of 2025 Senior Note (included as Exhibit A to Exhibit 4.13), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on April 21, 2020 and incorporated herein by reference. **
  4.15    Sixth Supplemental Indenture, dated as of August  13, 2020, by and among CDW LLC, CDW Finance Corporation, CDW Corporation, the guarantors party thereto and U.S. Bank National Association as trustee, previously filed as Exhibit 4.2 with CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by reference. **
  4.16    Form of 2029 Senior Note (included as Exhibit A to Exhibit 4.15), previously filed as Exhibit 4.3 with CDW Corporation’s Form 8-K filed on August 13, 2020 and incorporated herein by reference. **
  4.17    Form of Share Purchase Contract Agreement.*
  4.18    Form of Depositary Agreement relating to Share Purchase Contracts.*
  5.1    Opinion of Kirkland & Ellis LLP, dated October 15, 2020. **
  5.2    Opinion of Foley & Lardner LLP, dated October 15, 2020. **
  5.3    Opinion of Kirkland & Ellis LLP, dated November 23, 2021.
  5.4    Opinion of Fluet & Associates, PLLC d/b/a FH+H, dated November 23, 2021.
23.1    Consent of Ernst & Young LLP dated November 23, 2021.
23.3    Consent of Kirkland & Ellis LLP, dated October 15, 2020 (set forth in Exhibit 5.1). **
23.4    Consent of Foley & Lardner LLP, dated October 15, 2020 (set forth in Exhibit 5.2). **
23.5    Consent of Kirkland & Ellis LLP, dated November 23, 2021 (set forth in Exhibit 5.3).
23.6    Consent of Fluet & Associates, PLLC d/b/a FH+H, dated November 23, 2021 (set forth in Exhibit 5.4).
24.1    Powers of Attorney (included on the signature pages of the Registration Statement on Form S-3, Registration No. 333-249491, filed October 15, 2020). **
24.2    Power of Attorney for additional Co-Registrant (included on signature pages hereto).
24.3    Power of Attorney for Anthony R. Foxx for CDW Corporation.
24.4    Power of Attorney for Anthony R. Foxx for CDW LLC.
24.5    Power of Attorney for Sanjay Mehrotra for CDW Corporation.
24.6    Power of Attorney for Sanjay Mehrotra for CDW LLC.
25.1    Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association under the Indenture. **
25.2    Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association under the indenture governing the 2024 Senior Notes. **
25.3    Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association under the indenture governing the 2025 Senior Notes. **

 

II-5

Exhibit

No.

  

Description

25.4    Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association under the indenture governing the 2028 Senior Notes. **
25.5    Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of U.S. Bank National Association under the indenture governing the 2029 Senior Notes. **

 

*

To be filed as an exhibit to a Current Report on Form 8-K or other document to be incorporated by reference herein or to a post-effective amendment hereto, if applicable.

**

Previously filed.

 

Item 17.

Undertakings.

 

(a)

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”), shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after

 

II-6

effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of such annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

If the securities being registered are offered to existing security holders pursuant to warrants or subscription rights and any securities not taken by security holders are to be reoffered to the public, each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus or applicable prospectus supplement, a post-effective amendment will be filed to set forth the terms of such offering.

 

(d)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referred to in Item 15, or otherwise, each of the registrants has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any

 

II-7

  action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW CORPORATION
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:  

President, Chief Executive Officer

and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated on this 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

President and Chief Executive Officer

(principal executive officer) and Director

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

*

David W. Nelms

  Non-Executive Chairman of the Board

*

Virginia C. Addicott

  Director

*

James A. Bell

  Director

*

Lynda M. Clarizio

  Director

*

Paul J. Finnegan

  Director

*

Anthony R. Foxx

  Director

 

II-9

Signature

 

Title

*

Sanjay Mehrotra

  Director

*

Joseph R. Swedish

  Director

*

Donna F. Zarcone

  Director
*By:  

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:  

President, Chief Executive Officer

and Manager

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

President and Chief Executive Officer

(principal executive officer) and Manager

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

*

Virginia C. Addicott

  Manager

*

James A. Bell

  Manager

*

Lynda M. Clarizio

  Manager

*

Paul J. Finnegan

  Manager

*

Anthony R. Foxx

  Manager

*

Sanjay Mehrotra

  Manager

*

David W. Nelms

  Manager

 

II-11

Signature

 

Title

*

Joseph R. Swedish

  Manager

*

Donna F. Zarcone

  Manager
*By:  

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW FINANCE CORPORATION
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:  

President, Chief Executive Officer

and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

President and Chief Executive Officer

(principal executive officer) and Director

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer) and Director

*

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting

Officer (principal accounting officer)

 

*By:

 

 

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW TECHNOLOGIES LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

President and Chief Executive Officer

(principal executive officer)

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

  Vice President, Controller and Chief Accounting Officer (principal accounting officer)

 

 

By:

 

CDW LLC

 

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

  Sole Member

 

*By:

 

 

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW DIRECT, LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

President and Chief Executive Officer

(principal executive officer)

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

 

CDW LLC

 

Vice President, Controller and Chief Accounting Officer (principal accounting officer)

 

Sole Member

By:  

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

 
*By:  

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

CDW GOVERNMENT LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:  

Chief Executive Officer

and Manager

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

Chief Executive Officer

(principal executive officer) and Manager

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

*

Robert F. Kirby

  President and Manager

*

Christina V. Rother

  SVP - Strategic Initiatives and Manager

*By:

 

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021

 

CDW LOGISTICS LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on the 23rd day of November, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

Chief Executive Officer

(principal executive officer)

*

Sona Chawla

  President

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

*

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

CDW LLC

 

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

  Sole Member
*By:  

/s/ Albert J. Miralles

Albert J. Miralles

Attorney-in-fact

 

 

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on November 23, 2021.

 

AMPLIFIED IT LLC
By:   /s/ Christine A. Leahy
Name:   Christine A. Leahy
Title:   Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy, Chief Executive Officer of the Registrant, Albert J. Miralles, Chief Financial Officer of the Registrant, and Robert J. Welyki, Treasurer of the Registrant, or any other person holding the position of Chief Financial Officer or Treasurer of the Registrant from time to time, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on November 23, 2021.

 

Signature

 

Title

/s/ Christine A. Leahy

Christine A. Leahy

 

Chief Executive Officer

(principal executive officer)

/s/ Albert J. Miralles

Albert J. Miralles

 

Senior Vice President and Chief Financial Officer

(principal financial officer)

/s/ Ilaria Mocciaro

Ilaria Mocciaro

 

Vice President, Controller and Chief Accounting Officer

(principal accounting officer)

/s/ Christina M. Corley

Christina M. Corley

 

CDW TECHNOLOGIES LLC

 

Chief Commercial and Operating Officer

 

 

 

Sole Member

*By:  

/s/ Christine A. Leahy

Christine A. Leahy

President and Chief Executive Officer

 

 

II-18

Exhibit 3.15

ARTICLES OF ORGANIZATION

OF

AMPLIFIED IT LLC

Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:

ARTICLE I

The name of the limited liability company is AMPLIFIED IT LLC.

ARTICLE II

The limited liability company’s initial registered agent shall be Tim Lee, who is a resident of Virginia and a member of the limited liability company.

ARTICLE III

The limited liability company’s initial registered office address, which is identical to the business office of the initial registered agent, is 1707 North Main Street, Suffolk, Virginia 23434, which is located in the City of Suffolk.

ARTICLE IV

The limited liability company’s principal office is located at 1707 North Main Street, Suffolk, Virginia 23434, which is located in the City of Suffolk.

ARTICLE IV

The limited liability company shall be managed by at least one (1) manager.

 

/s/ Jeanette L. Ojeda     10/12/2010
Jeanette L. Ojeda (Organizer)    

Date

Exhibit 3.16

OPERATING AGREEMENT

OF

AMPLIFIED IT LLC

This OPERATING AGREEMENT (this “Agreement”) of Amplified IT LLC, a Virginia limited liability company (the “Company”), is dated and effective as of the 15th day of March, 2021, by and between the Company and CDW Technologies, LLC, an Illinois limited liability company, as the sole member of the Company (the “Member”).

RECITAL

The Company was organized as a Virginia limited liability company on October 14, 2010, pursuant to the Articles of Organization filed with the Virginia Secretary of State (“VSOS”).

ARTICLE I

The Limited Liability Company

1.1    Formation. The Company was organized as a Virginia limited liability company effective October 14, 2010, pursuant to the Articles of Organization executed and with VSOS in accordance with Section 13.1-1002 of the Virginia Limited Liability Company Act, as amended and in effect from time to time (the “Act”).

1.2    Name. The name of the Company is “Amplified IT LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted. Any change in the Company’s name shall be made by the Member in accordance with and pursuant to the Act.

1.3    Business Purpose; Powers. The Company is formed for the purpose of engaging in any lawful purpose or business for which limited liability companies may be formed under the Act. The Company shall have and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers are necessary or convenient to effect any or all of the purposes for which the Company is organized.

1.4    Principal Business Office. The principal place of business of the Company shall be located at 812 Granby St., Norfolk, VA 23510, or at such other or additional locations within or without the State of Virginia as the Member, in its discretion, may determine.

1.5    Registered Office and Agent. The location of the registered office of the Company in the State of Virginia is 100 Shockoe Slip, 2nd Floor, Richmond, Virginia 23219. The Company’s Registered Agent at such address is Corporation Service Company. The registered office and/or registered agent of the Company may be changed from time to time at the discretion of the Member.

 

1.6    Qualification in Other Jurisdictions. The Member shall have authority to cause the Company to do business in jurisdictions other than the State of Virginia.

1.7    Term. Subject to the provisions of Article VII below, the Company shall have perpetual existence.

ARTICLE II

The Member

2.1    The Member. The name and address of the Member is as follows:

 

Name

  

Address

CDW Technologies, LLC

  

200 North Milwaukee Avenue

  

Vernon Hills, IL 60061

2.2    Actions by the Member; Meetings. The Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member. Meetings of the Member may be called at any time by the Member.

2.3    Liability of the Member. All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

2.4    Power to Bind the Company. The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.

2.5    Management. The management, operation and policy of the Company shall be vested exclusively in the Member. The Member, acting through its duly authorized agents, is authorized and empowered on behalf and in the name of the Company to perform all acts and engage in all activities and transactions which it may in its sole discretion deem necessary or advisable in order to cause the Company to carry out its purpose and exercise the powers granted to the Company hereunder and under the Act. The Member is an agent of the Company and the actions of the Member in such capacity shall be binding on the Company without liability to the Member.

ARTICLE III

Officers

3.1    Designation of Officers. The Member may, from time to time, designate one or more individuals to be officers of and to act for the Company. No officer need be a resident of the State of Virginia. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, prescribe or as may be provided in this Agreement, including the power to execute documents on behalf of the Company subject to the limits set forth herein. The Member may assign titles to particular officers. Unless the Member otherwise specifies, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such officer of the authority, duties and ability to

 

2

bind the Company that are normally associated with that office under the laws of the State of Virginia, subject to any specific limitations on authority and duties made to such officer by the Member pursuant to this Section 3.1. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed. Any number of offices may be held by the same individual.

3.2    Resignation., Removal. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. Any officer may be removed as such, either with or without cause, by the Member; provided that such removal shall be without prejudice to the contract rights, if any, of the individual so removed. Designation of an officer shall not of itself create any contract rights, except as otherwise set forth herein. Any vacancy occurring in any office of the Company may be filled by the Member.

3.3    Duties of Officers Generally. Except as otherwise set forth in this Agreement, each officer shall owe to the Company and its Member the same fiduciary duties (including the duties of care and loyalty) that such individuals would owe to a Virginia corporation and its shareholders as an officer thereof.

3.4    Appointed Officers. In addition to officers designated by the Member in accordance with this Article III, the Chief Executive Officer may appoint other officers below the level of Member-appointed Vice President as the Chief Executive Officer may from time to time deem expedient and may designate for such officers titles that appropriately reflect their positions and responsibilities. Such appointed officers shall have such powers and shall perform such duties as may be assigned to them by the Chief Executive Officer or the senior officer to whom they report, consistent with corporate policies. An appointed officer shall serve until the earlier of such officer’s resignation or such officer’s removal by the Chief Executive Officer at any time, either with or without cause.

ARTICLE IV

Capital Structure and Contributions

4.1    Capital Structure and Contributions.

(a)    The capital structure of the Company shall consist of one class of common units (the “Common Units”). All Common Units shall be identical with each other in every respect. The Member shall own all of the Common Units issued and outstanding, as set forth on Schedule A attached hereto. The Board may in its discretion issue certificates to the Member representing the Common Units held by such Member. The Member hereby agrees that the Common Units shall be securities governed by the Uniform Commercial Code of the applicable jurisdiction.

(b)    The Member shall have the right, at any time and from time to time, to make any optional contributions to the capital of the Company in the form of cash, property, promissory note or services, or any combination thereof.

(c)    The Company shall be permitted to incur indebtedness for borrowed money, from the Member or otherwise, with the Member’s consent and approval.

 

3

ARTICLE V

Distributions

5.1    Distributions. The Member shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute to the Member, the determined amount when, as and if declared by the Member. The distributions of the Company shall be distributed entirely to the Member.

ARTICLE VI

Events of Dissolution

The Company shall be dissolved upon the first of the following events to occur:

(a)    The consent of the Member at any time to dissolve and wind up the affairs of the Company; or

(b)    The occurrence of any other event that causes the dissolution of a limited liability company under the Act.

In the event of any dissolution of the Company, the Member shall be in charge of such dissolution, and the Member shall immediately proceed with an orderly winding up of the Company’s business and affairs and the orderly liquidation of the Company and its assets and make final distributions as provided in the Act; provided, that until all final distributions are made, the Member shall continue to operate the Company. The duties of care and loyalty described in the Act still apply to the Member during the winding up and liquidation period. The costs of liquidation shall be borne as a Company expense. The Member shall not receive any additional compensation for services rendered during the winding up and liquidation of the Company.

Notwithstanding any provisions of the Act or other applicable law, an insolvency event, including a bankruptcy filing, by or against the Company or a Member shall not cause a dissolution of the Company nor shall such an insolvency event, including a bankruptcy filing, by or against a Member effect a deemed assignment, transfer, withdrawal or dissociation of such Member’s interest in the Company or otherwise have any effect whatsoever on such Member’s interest.

ARTICLE VII

Transfer of the Member’s Common Units

The Member may sell, assign, transfer, convey, gift, exchange, pledge or otherwise dispose of any or all of its Common Units and, upon receipt by the Company of a written agreement executed by the person or entity to whom such Common Units are to be transferred agreeing to be bound by the terms of this Agreement as amended from time to time, such person shall be admitted as a member.

ARTICLE VIII

Exculpation and Indemnification

8.1    Exculpation. No officer of the Company or member of the Board of Directors or Managers (each a “Manager”) or officer of any of its direct or indirect subsidiaries

 

4

(each a “Subsidiary,” and collectively, “Subsidiaries”) shall be liable to the Company or such Subsidiary, any other officer of the Company or any other officer or Manager of any Subsidiary or to any Member for any loss suffered by the Company or any Subsidiary unless such loss is caused by such officer of the Company’s or such Manager or officer of such Subsidiary’s gross negligence, willful misconduct, knowing violation of law or material breach of this Agreement or any other agreement between the Company or any Subsidiary and such officer of the Company or such Manager or officer of such Subsidiary. No officer of the Company and no Manager or officer of any direct or indirect Subsidiary shall be liable to the Company or such Subsidiary, any other Manager or officer or any Member for errors in judgment or for any acts or omissions that do not constitute gross negligence, intentional misconduct, knowing violation of law or material breach of this Agreement or other agreement with the Company or its Subsidiaries. Any officer of the Company and any Manager or officer of any of its Subsidiaries may consult with the Company’s and such Subsidiary’s counsel and accountants in respect of the Company’s and such Subsidiary’s affairs, and provided such officer of the Company or Manager or officer of such Subsidiary, as the case may be, acts in good faith reliance upon the advice or opinion of such counsel or accountants, such officer of the Company or such Manager or officer of such Subsidiary, as the case may be, shall not be liable for any loss suffered by the Company or such Subsidiary in reliance thereon.

8.2    Right to Indemnification. Subject to the limitations and conditions as provided in this Article VIII, each person or entity (“Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a Person of whom he or she is the legal representative, is or was an officer of the Company or, while an officer of the Company, is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust or other enterprise, shall be indemnified by the Company to the fullest extent permitted under applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment) against judgments, penalties, fines, settlements and reasonable expenses (including, without limitation, reasonable attorneys’ fees) actually incurred by such Person in connection with such Proceeding; provided that (a) such Person’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence, intentional misconduct, or knowing violation of law on the part of such Person and otherwise was materially in accordance with the terms of this Agreement. Indemnification under this Article VIII shall continue with respect to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder. The rights granted pursuant to this Article VIII shall be deemed contractual rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence other than gross negligence.

 

5

8.3    Advance Payment. The right to indemnification conferred in this Article VIII shall, upon approval by the Member in each instance, include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a Person of the type entitled to be indemnified under Section 8.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification; provided that the payment of such expenses incurred by any such Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VIII and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

8.4    Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any Person, as determined by the Member, by reason of the fact that such Person was an employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a Person to the same extent that it shall indemnify and advance expenses to Managers and officers under this Article VIII.

8.5    Appearance as a Witness. Notwithstanding any other provision of this Article VIII, the Company may pay or reimburse reasonable out-of-pocket expenses incurred by a Manager, officer or employee in connection with his or her appearance as a witness or other participation in a Proceeding related to or arising out of the business of the Company at a time when he or she is not a named defendant or respondent in the Proceeding.

8.6    Non-exclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right which a Manager, officer or other Person indemnified pursuant to this Article VIII may have or hereafter acquire under any law (common or statutory), any provision of the Articles of Organization or this Agreement, any other separate contractual arrangement, any vote of the Member or disinterested Managers, or otherwise.

8.7    Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as an officer, employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against any expense, liability or loss, whether or not the Company would have the obligation to indemnify such Person against such expense, liability or loss under this Article VIII.

8.8    Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall

 

6

nevertheless indemnify and hold harmless each Manager, officer or any other Person indemnified pursuant to this Article VIII as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

8.9    Limitation. The exculpation provisions and indemnification obligations set forth in this Article VIII shall not apply to any acts or omissions that occur at or prior to the consummation of the transactions contemplated by that certain Equity Purchase Agreement, dated as of March 15, 2021, by and among CDW Technologies, LLC, a Wisconsin limited liability company, the Company, Chesapeake IT, Inc., a Delaware corporation, and Timothy Lee, an individual resident of the Commonwealth of Virginia.

ARTICLE IX

Miscellaneous

9.1    Tax Treatment. The Company shall be taxed as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes), and the Member and the Company shall timely make any and all necessary elections and filings for the Company treated as a disregarded entity for U.S. federal income tax purposes (as well as for any analogous state or local tax purposes).

9.2    Amendments. Amendments to this Agreement and to the Articles of Organization shall be approved in writing by the Member. An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act.

9.3    Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement. Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

9.4    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.

9.5    Limited Liability Company. The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Virginia or any other laws.

9.6    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the instrument.

 

7

IN WITNESS WHEREOF, the undersigned has duly executed this Operating Agreement as of the day first above written.

 

CDW TECHNOLOGIES LLC

By:

 

/s/ Robert J. Welyki

Name:

 

Robert J. Welyki

Its:

 

Vice President, Treasurer and

 

Assistant Secretary

Amplified IT LLC

By:

 

/s/ Robert J. Welyki

Name:

 

Robert J. Welyki

Its:

 

Vice President, Treasurer and

 

Assistant Secretary

SCHEDULE A

 

Name of Member

   Number of Common Units

CDW Technologies, LLC

   1

 

9

Exhibit 5.3

 

   LOGO   
  

300 North LaSalle

 

Chicago, IL 60654

 

United States

 

+1 312 862 2000

 

www.kirkland.com

  

Facsimile:

+1 312 862 2200

November 23, 2021

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

75 Tri-State International

Lincolnshire, Illinois 60069

Ladies and Gentlemen:

We are issuing this opinion letter in our capacity as special legal counsel to CDW Corporation, a Delaware corporation (the “Company”), CDW LLC, an Illinois limited liability company (“CDW”), CDW Finance Corporation, a Delaware corporation (“CDW Finance” and, together with CDW, the “Debt Issuers”), CDW Direct, LLC, an Illinois limited liability company (“CDW Direct”), CDW Government LLC, an Illinois limited liability company (“CDW Government”), CDW Logistics, LLC, an Illinois limited liability company (“CDW Logistics” and, collectively with the Company, CDW Direct and CDW Government, the “Covered Parties”), CDW Technologies LLC, a Wisconsin limited liability company (“CDW Technologies”), Amplified IT, LLC, a Virginia limited liability company (“Amplified IT” and, together with the Covered Parties, the “Guarantors” and, collectively with the Covered Parties and the Debt Issuers, the “Registrants”). In this opinion letter, CDW Technologies is also referred to as the “Wisconsin Guarantor” and Amplified IT is also referred to as the “Virginia Guarantor.” This opinion letter is being delivered in connection with the preparation of the Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (such Registration Statement, as it may be subsequently amended or supplemented, is hereinafter referred to as the “Amended Registration Statement”) originally filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2020 under the Securities Act of 1933, as amended (the “Securities Act”), by the Registrants. The Amended Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules”), of an unspecified amount of (a) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), (b) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), (c) depositary shares representing fractional interests in shares of Preferred Stock evidenced by depositary receipts of the Company (the “Depositary Shares”), (d) warrants to purchase debt or equity securities of the Company (the “Warrants”), (e) subscription rights to purchase Common Stock or other securities of the Company (the “Subscription Rights”), (f) senior and/or subordinated debt securities of the Debt Issuers (the “Debt Securities”), (g) guarantees of the Debt Securities by the Guarantors (the “Guarantees”), (h) share purchase contracts of the Company (the “Share Purchase Contracts”) and (i) share purchase units of the Company (the “Share Purchase Units”). The Amended Registration Statement also relates to the sale of Common Stock from time to time by certain stockholders of the Company to be named in a prospectus supplement, pursuant to Rule 415 of the Rules (the “Secondary Shares” and, collectively with the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants, the Subscription Rights, the Debt Securities, the Guarantees, the Share Purchase Contracts and the Share Purchase Units, the “Securities”) in one or more offerings from time to time on a delayed or continuous basis (the “Offerings”).

 

Austin  Bay Area  Beijing  Boston  Brussels  Dallas  Hong Kong  Houston  London  Los Angeles  Munich  New York  Paris  Shanghai  Washington, D.C.

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 2

 

The Depositary Shares will be issued under deposit agreements (the “Deposit Agreements”), to be entered into between the Company and a bank or trust company (the “Depositary”).

The Warrants will be issued under one or more warrant agreements (the “Warrant Agreements”), to be entered into between the Company and a bank or trust company as warrant agent (the “Warrant Agent”).

The Subscription Rights will be issued under one or more subscription rights agreements (the “Subscription Right Agreements”), to be entered into between the Company and a bank or trust company as rights agent (the “Rights Agent”).

The Debt Securities will be issued under one or more indentures (the “Indentures”) by and among the Debt Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”).

The Share Purchase Contracts will be issued under one or more share purchase contract agreements (the “Share Purchase Contract Agreements”), to be entered into between the Company and an agent (the “Share Purchase Contract Agent”).

The Share Purchase Units will be issued under one or more share purchase unit agreements (the “Share Purchase Unit Agreements”), to be entered into between the Company and an agent (the “Share Purchase Unit Agent”).

In connection with the registration of the Securities, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the organizational documents of the Registrants, (ii) resolutions of the Registrants with respect to the registration of the Securities and (iii) the Amended Registration Statement and the exhibits thereto.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Debt Issuers and the Covered Parties and the due authorization, execution and delivery of all documents by the parties thereto other than the Debt Issuers and the Covered Parties. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of the officers and other representatives of the Registrants and others as to factual matters.

We have also assumed that:

(i) the Amended Registration Statement and any amendments thereto (including additional post-effective amendments) will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Amended Registration Statement;

(ii) a prospectus supplement or term sheet (a “Prospectus Supplement”) will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws;

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 3

 

(iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Amended Registration Statement and the applicable Prospectus Supplement;

(iv) the Securities will be issued and sold in the form and containing the terms set forth in the Amended Registration Statement, the applicable Prospectus Supplement and, as applicable, the appropriate Deposit Agreement, Warrant Agreement, Subscription Rights Agreement, Indenture, Share Purchase Contract Agreement or Share Purchase Unit Agreement;

(v) the Securities offered, as well as the terms of each of the Deposit Agreements, Warrant Agreements, Subscription Rights Agreements, Indentures, Share Purchase Contract Agreements and Share Purchase Unit Agreements, as they will be executed and delivered, do not result in a default under or breach of any agreement or instrument binding upon the Registrants;

(vi) the Registrants will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Securities being offered and to execute and deliver each of the Deposit Agreements, Warrant Agreements, Subscription Rights Agreements, Indentures, Share Purchase Contract Agreements and Share Purchase Unit Agreements, as applicable;

(vii) the Securities offered, as well as the terms of each of the Deposit Agreements, Warrant Agreements, Subscription Rights Agreements, Indentures, Share Purchase Contract Agreements and Share Purchase Unit Agreements, as they will be executed and delivered, comply with all requirements and restrictions, if any, applicable to the Registrants, whether imposed by any court or governmental or regulatory body having jurisdiction over the Registrants;

(viii) the Indentures and the Trustee will have been qualified under the Trust Indenture Act of 1939, as amended; and

(ix) a definitive purchase, underwriting or similar agreement (each, a “Purchase Agreement”) with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto.

In rendering the opinion set forth in paragraph 10 below, we have assumed that (i) the Company has received or will receive the entire amount of the consideration contemplated by the Board of Directors of the Company authorizing the issuance of such Secondary Shares and (ii) such consideration was not nor will not be less than $0.01 per Secondary Share, (iii) the Board of Directors of the Company, including any committee thereof, and appropriate officers of the Company have taken or will take all necessary corporate action to approve the issuance of the Secondary Shares and related matters, (iv) the terms of the issuance and sale of the Secondary Shares have been or will be duly established and in conformity with the Company’s certificate of incorporation and by-laws so as not to violate any applicable law, the certificate of incorporation or by-laws or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (v) if certificated, certificates in the form required under Delaware corporate law representing the Secondary Shares will be duly executed and countersigned, and (vi) the Secondary Shares will be registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor.

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 4

 

Our opinions expressed below are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) other commonly recognized statutory and judicial constraints on enforceability including statutes of limitations or (iv) public policy considerations that may limit the rights of parties to obtain certain remedies. In addition, we do not express any opinion as to the enforceability of any rights to contribution or indemnification which may be violative of public policy underlying any law, rule or regulation (including federal or state securities law, rule or regulation) or the enforceability of any so-called fraudulent conveyance or fraudulent transfer “savings clause” (and any similar provision in any other document or agreement) to the extent such provisions purport to limit the amount of the obligations of any party or the right to contribution of any other party with respect to such obligations.

Based upon and subject to the foregoing assumptions, exclusions, qualifications and limitations and the further limitations set forth below, we are of the opinion that:

 

  1.

The shares of Common Stock to be issued and sold by the Company, when duly authorized by appropriate corporate action of the Company (including the Board of Directors of the Company or a committee thereof), and issued, sold and delivered against payment therefor in accordance with such authorization, the applicable Purchase Agreement and applicable law and in the manner and for the consideration stated in the Amended Registration Statement and the applicable Prospectus Supplement, will be validly issued, fully paid and nonassessable.

 

  2.

When, as and if (a) any particular series of Preferred Stock has been authorized and duly established in accordance with applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, issuance and delivery of shares of such Preferred Stock (and the filing of any required certificate of designation, amendment or supplement to the organizational documents of the Company), and (c) the shares of such Preferred Stock have been issued, sold and delivered against payment therefor in accordance with such authorization, the applicable Purchase Agreement and applicable law and in the manner and for the consideration stated in the Amended Registration Statement and the applicable Prospectus Supplement, such shares of Preferred Stock will be validly issued, fully paid and nonassessable.

 

  3.

When, as and if (a) any Preferred Stock in the form of Depositary Shares has been duly authorized and duly established in accordance with the applicable Deposit Agreements and applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Depositary Shares (and any required amendment or supplement to the applicable Deposit Agreement), (c) the Preferred Stock represented by the Depositary Shares has been duly delivered to the Depositary under the applicable Deposit Agreement, and (d) the depositary receipts evidencing the Depositary Shares have been duly executed, attested, issued and delivered by duly authorized officers, such Depositary Shares will be validly issued and will entitle the holders thereof to the rights specified in the Depositary Agreement.

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 5

 

  4.

When, as and if (a) any particular series of Warrants has been duly authorized and duly established in accordance with the applicable Warrant Agreements and applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Warrants (and any required amendment or supplement to the applicable Warrant Agreement), and (c) the Warrants have been duly executed, attested, issued and delivered by duly authorized officers against payment therefor in accordance with such authorization, the applicable Warrant Agreement, the applicable Purchase Agreement and applicable law and authenticated by the Warrant Agent, such Warrants (including any Warrants duly executed and delivered upon the exchange or conversion of Warrants that are exchangeable or convertible into another series of Warrants) will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

  5.

When, as and if (a) any Subscription Rights have been duly authorized and duly established in accordance with the applicable Subscription Rights Agreement and applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Subscription Rights (and any required amendment or supplement to the applicable Subscription Rights Agreement), and (c) the Subscription Rights Agreements have been duly executed, attested, issued and delivered by duly authorized officers against payment therefor, if applicable, in accordance with such authorization, the applicable Subscription Rights Agreement, the applicable Purchase Agreement and applicable law and authenticated by the Rights Agent, such Subscription Rights will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

  6.

When, as and if (a) any Debt Securities have been duly authorized and duly established in accordance with the applicable Indenture and applicable law, (b) the appropriate corporate action has been taken by the Debt Issuers to authorize the form, terms, execution and delivery of such Debt Securities (and any required amendment or supplement to the applicable Indenture), (c) the applicable Indenture has been duly executed, attested, issued and delivered by duly authorized officers, and (d) such Debt Securities have been duly executed, authenticated, issued and delivered, such Debt Securities will constitute valid and binding obligations of the Debt Issuers enforceable against the Debt Issuers in accordance with their terms.

 

  7.

When, as and if (a) any Guarantees of Debt Securities have been duly authorized and duly approved by each Guarantor, as applicable in accordance with applicable law, (b) the appropriate corporate or organizational action has been taken by the Guarantors to authorize the form, terms, execution and delivery of such Guarantees, (c) the Guarantees have been duly executed, attested, issued and delivered by duly authorized officers, and (d) the Debt Securities underlying such Guarantees have been duly executed, authenticated, issued and delivered, such Guarantees will constitute valid and binding obligations of each Guarantor, as applicable, enforceable against each Guarantor, as applicable, in accordance with their terms.

 

  8.

When, as and if (a) any Share Purchase Contracts have been duly authorized and duly established in accordance with applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Share Purchase Contracts, and (c) the Share Purchase Contracts have been duly executed, attested, issued and delivered by duly authorized officers, such Share Purchase Contracts will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 6

 

  9.

When, as and if (a) any Share Purchase Units have been duly authorized and duly established in accordance with applicable law, (b) the appropriate corporate action has been taken by the Company to authorize the form, terms, execution and delivery of such Share Purchase Units, and (c) the Share Purchase Units have been duly executed, attested, issued and delivered by duly authorized officers, such Share Purchase Units will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

 

  10.

The Secondary Shares have been duly authorized, validly issued and fully paid and are nonassessable.

To the extent that the obligations of any of the Registrants under the Deposit Agreements, Warrant Agreements, Subscription Rights Agreements, Indentures, Share Purchase Contract Agreements or Share Purchase Unit Agreements (collectively, the “Securities Agreements”) may be dependent on such matters, we assume for purposes of this opinion that the applicable Depositary, Warrant Agent, Rights Agent, Trustee, Share Purchase Contract Agent or Share Purchase Unit Agent (each, an “Agent” and collectively, the “Agents”) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that such Agent is duly qualified to engage in the activities contemplated by the applicable Securities Agreements; that each Securities Agreement has been duly authorized, executed and delivered by the applicable Agent and constitutes the legally valid and binding obligations of such Agent, enforceable against such Agent in accordance with its terms; that the applicable Agent is in compliance, generally and with respect to acting as an agent under the Securities Agreements with all applicable laws and regulations; and that the applicable Agent has the requisite organizational and legal power and authority to perform its obligations under the applicable Securities Agreements.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Amended Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Amended Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement filed pursuant to Rule 462(b) of the Rules with respect to the registration of additional Securities for sale in any Offering contemplated by the Amended Registration Statement and shall cover such additional Securities.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the Limited Liability Company Act of the State of Illinois and the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the relevant state constitutions and reported judicial decisions interpreting the foregoing) and represents our opinion as to how that issue would be resolved were it to be considered by the highest court in the jurisdiction which enacted such law. The manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. This letter is not intended to guarantee the outcome of any legal dispute which may arise in the future. For purposes of our opinion that the Guarantees will be binding obligations of the Guarantors, we have, without conducting any research or investigation with respect thereto, relied on (i) the opinion of Foley & Lardner LLP with respect to the Wisconsin Guarantor that such Guarantees do not conflict with, or require consents under, the corporate or limited liability company laws of Wisconsin and (ii) the opinion of Fluet & Associates, PLLC (d/b/a FH+H) with respect to the Virginia Guarantor that such Guarantees do not conflict with, or require consents under, the corporate or limited liability company laws of Virginia. We are not licensed to practice in Wisconsin or Virginia, and we have made no investigation of, and do not express or imply an opinion on, the laws of such state.

LOGO

 

CDW Corporation

CDW LLC

CDW Finance Corporation

and the other Guarantors set forth herein

November 23, 2021

Page 7

 

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance and sale of the Securities.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. We assume no obligation to revise or supplement this opinion should the present laws of the States of New York, Illinois or Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.

This opinion is furnished to you in connection with the filing of the Amended Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

 

Sincerely,
/s/ KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS LLP

Exhibit 5.4

 

LOGO

 

1751 Pinnacle Drive, Suite 1000

Tysons, VA 22102

PHONE (703) 590-1234

FAX (703) 590-0366

 

November 23, 2021

VIA ELECTRONIC MAIL

CDW Technologies LLC

75 Tri-State International

Lincolnshire, Illinois 60069

Subject: Opinion Letter Regarding Virginia Registrant

Dear Sir or Madam:

We are issuing this opinion letter in our capacity as special Virginia counsel to Amplified IT LLC, a Virginia limited liability company (the “Virginia Registrant”). This opinion letter is being delivered in connection with the preparation of the Registration Statement on the Post-Effective Amendment No. 1 to Form S-3 (such registration statement, as it may be subsequently amended or supplemented, is hereinafter referred to as the “Amended Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on November 23, 2021, under the Securities Act of 1933, as amended (the “Securities Act”), by CDW Corporation, a Delaware corporation (the “Company”), CDW LLC, an Illinois limited liability company (“CDW”), CDW Finance Corporation, a Delaware corporation (“CDW Finance”) (CDW and CDW Finance are together referred to as the “Debt Issuers”), CDW Technologies LLC, a Wisconsin limited liability company (“CDW Technologies”), CDW Direct, LLC, an Illinois limited liability company (“CDW Direct”), CDW Government LLC, an Illinois limited liability company (“CDW Government”), CDW Logistics LLC, an Illinois limited liability company (“CDW Logistics”), and the Virginia Registrant. (The Company, CDW Direct, CDW Government, CDW Technologies, CDW Logistics and the Virginia Registrant are hereinafter collectively referred to as the “Guarantors.” The Debt Issuers and the Guarantors are hereinafter collectively referred to as the “Registrants.”)

The Amended Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act (the “Rules”), of an unspecified amount of (a) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), (b) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), (c) depositary shares representing fractional interests in shares of Preferred Stock evidenced by depositary receipts of the Company (the “Depositary Shares”), (d) warrants to purchase debt or equity securities of the Company (the “Warrants”), (e) subscription rights to purchase Common Stock or other securities of the Company (the “Subscription Rights”), (f) senior and/or subordinated debt securities of the Debt Issuers (the “Debt Securities”), (g) guarantees of the Debt Securities by the Guarantors (the “Guarantees”), (h) share purchase contracts of the Company (the “Share Purchase Contracts”), and (i) share purchase units of the Company (the “Share Purchase Units”). The Amended Registration Statement also relates to the sale of Common Stock from time to time by certain stockholders of the Company named in a prospectus supplement, pursuant to Rule 415 of the Rules (the “Secondary Shares” and, collectively with the Common Stock, the Preferred Stock, the Depositary Shares, the Warrants, the Subscription Rights, the Debt Securities, the Guarantees, the Share Purchase Contracts and the Share Purchase Units, the “Securities”) in one or more offerings from time to time on a delayed or continuous basis (the “Offerings”) for an aggregate amount to be registered pursuant to Rule 462(b) of the Rules. The Debt Securities will be issued under one or more indentures (the “Indentures”) by and among the Debt Issuers, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The Amended Registration Statement is filed for the express purpose of adding Amplified IT LLC, a subsidiary of the Company, as a co-registrant and Guarantor.

In connection with the registration of the Securities, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, limited liability company records and other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the organizational documents of the Virginia Registrant; (ii) the resolution adopted by unanimous written consent of the sole member of the Virginia Registrant with respect to the registration of the Guarantees; (iii) the Amended Registration Statement and the relevant exhibits thereto; (iv) the Virginia Registrant Supplement to the Guarantee and Collateral Agreement; (v) the Virginia Registrant Supplement to the Second Amended and Restated Guarantee and Collateral Agreement; and (vi) the Assumption Agreement to the Intercreditor Agreement.

 

LOGO  

 

Page 2 of 8

We note that various issues are addressed in the opinion of Kirkland & Ellis LLP, separately delivered to you, and we express no opinion with respect to those matters.

In rendering this opinion, we have, with your permission, relied on certificates of governmental officials and assumed, without investigation, verification or inquiry: (i) the authenticity and completeness of all documents submitted to us as originals; (ii) the conformity to the originals and completeness of all documents submitted to us as copies; (iii) the authenticity and completeness of the originals of all documents submitted to us as copies; (iv) the legal capacity of all natural persons who are signatories to the documents reviewed by us; (v) the genuineness of the signatures on the documents reviewed by us; (vi) the authority of such persons signing on behalf of the parties thereto (other than the Virginia Registrant); and (vii) the due authorization, execution and delivery of all documents by the parties thereto (other than the Virginia Registrant).

We have also assumed that:

(i) the Amended Registration Statement will be effective and will comply with all applicable laws at the time the Debt Securities and Guarantees are offered or issued as contemplated by the Amended Registration Statement;

(ii) A prospectus supplement or term sheet (a “Prospectus Supplement”) has been prepared and filed with the Commission describing the Securities offered thereby and complies with all applicable laws;

(iii) All Debt Securities and Guarantees will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Amended Registration Statement and the applicable Prospectus Supplement;

 

LOGO  

 

Page 3 of 8

(iv) The Debt Securities and Guarantees will be issued and sold in the form and containing the terms set forth in the Amended Registration Statement, the applicable Prospectus Supplement and the applicable Indenture;

(v) The Debt Securities and Guarantees offered, as they will be executed and delivered, as well as the terms of the Indentures, as they will be executed and delivered, do not and will not result in a default under or breach of any agreement or instrument binding upon the Virginia Registrant;

(vi) The Registrants will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Debt Securities and Guarantees being offered;

(vii) The Debt Securities and Guarantees offered, as they will be executed and delivered, as well as the terms of the Indentures, as they will be executed and delivered, comply with all requirements and restrictions, if any, applicable to the Virginia Registrant, whether imposed by any court or governmental or regulatory body having jurisdiction over the Virginia Registrant;

(viii) At the time of approval, execution, authentication, issuance and delivery of any Debt Securities and Guarantees, the applicable Indenture will be the valid and legally binding obligation of the Trustee and the Registrants;

(ix) The Virginia Registrant will receive a company benefit from its execution, delivery and issuance of the Guarantees;

(x) The Indentures and the Trustee will have been qualified under the Trust Indenture Act of 1939, as amended;

(xi) A definitive purchase, underwriting or similar agreement (each, a “Purchase Agreement”) with respect to any Debt Securities or Guarantees offered or issued has been duly authorized and validly executed and delivered by the Company and the other parties thereto;

 

LOGO  

 

Page 4 of 8

(xii) The Operating Agreement of the Virginia Registrant does not place any additional limitations on the Virginia Registrant’s ability to issue the Guarantees being offered; and

(xiii) The Virginia Registrant has executed or will execute all necessary board resolutions, minutes, or other company authorizations as required to issue the Guarantees being offered.

Based upon the foregoing, but subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that:

1. Based solely on a certificate of the Virginia State Corporation Commission, the Virginia Registrant is a limited liability company validly existing under the laws of the Commonwealth of Virginia, and the Virginia Registrant has filed its most recent required annual report, and has not filed articles of dissolution, with the Virginia State Corporation Commission.

2. The Virginia Registrant has the limited liability company power to enter into, and perform its obligations under, each form of the Debt Security and Guarantees.

3. No authorization, consent, approval, or other action by, and no notice to or filing with, any Commonwealth of Virginia governmental authority or regulatory body is required to be obtained or made by the Virginia Registrant in connection with the Virginia Registrant’s approval of each form of Debt Security or Guarantee, except (a) such as have been duly obtained or made and are in full force and effect, (b) which are otherwise exempted under Section 13.1-501 of the Virginia Securities Act, and (c) such as may be required by orders, decrees and the like that are specifically applicable to the Virginia Registrant and of which we have no knowledge; provided, however, that we express no opinion as to securities or blue sky laws or regulations.

4. The Virginia Registrant’s approval of each form of Debt Security or Guarantee, and the Virginia Registrant’s execution and delivery of the Guarantees, do not: (a) constitute a breach or violation of the organizational documents of the Virginia Registrant; or (b) result in a violation of any applicable law, statute, or regulation of the Commonwealth of Virginia (other than those laws, rules, and regulations specifically excluded below or otherwise specifically addressed in this

 

LOGO  

 

Page 5 of 8

opinion) which, in our experience, is normally applicable to transactions of the type contemplated by the Guarantees, without our having made any special investigation as to the applicability of any specific law, rule or regulation; provided, however, that we express no opinion as to securities or blue sky laws or regulations.

The foregoing opinions are subject to the following additional assumptions and qualifications:

A. Wherever we indicate that our opinion with respect to the existence or absence of facts is “to our knowledge” or with reference to matters of which we are aware or which are known to us, or with similar qualification, our opinion is, with your permission, based solely on the current conscious awareness of the individual attorneys in this firm who have devoted substantive attention to the representation of the Virginia Registrant and without any special or additional investigation undertaken for purposes of this opinion.

B. Our opinion is limited by applicable bankruptcy, receivership, reorganization, insolvency, moratorium, fraudulent conveyance or transfer, and other laws and judicially developed doctrines relating to or affecting creditors’ or secured creditors’ rights and remedies generally and general principles of equity.

C. Except for records of the Virginia Registrant attached to the Certificate of Organization and the filing history of the Virginia Registrant issued by the Commonwealth of Virginia State Corporation Commission as of the date of this opinion, we have not examined the records of the Virginia Registrant, any other Registrant, U.S. Bank National Association, the Trustee, any party to a Purchase Agreement, any holder of the Securities, or any court or any public, quasi-public, private, or other office in any jurisdiction or the files of our firm, and our opinions are subject to matters that an examination of such records would reveal.

D. We have made no examination of, and express no opinion as to, whether or not the Virginia Registrant is or will be in compliance with any representations or warranties, affirmative or negative covenants, or other obligations contained in any Debt Securities, any Guarantees, any Indenture, or any agreement, instrument or document executed in connection with the foregoing.

 

LOGO  

 

Page 6 of 8

E. We express no opinion as to compliance by the Virginia Registrant with federal or state laws, statutes, and regulations generally applicable to the conduct of its business or as to consents, approvals, or other actions by federal or state regulatory authorities generally required for the conduct of its business.

F. We express no opinion as to the effect on the opinions expressed herein of (i) the compliance or non-compliance of any party to the Securities, any Indenture or Purchase Agreement with any state, federal or other laws or regulations applicable to it or (ii) the legal or regulatory status or the nature of the business of any party (other than the Virginia Registrant to the extent expressly set forth herein).

G. We express no opinion herein as to: (i) securities or blue sky laws or regulations; (ii) antitrust or unfair competition laws or regulations; (iii) zoning, land use, or subdivision laws or regulations; (iv) labor, ERISA, or other employee benefit laws or regulations; (v) tax, environmental, racketeering, or health and safety laws or regulations; or (vi) local laws, regulations, or ordinances.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.4 to the Amended Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Amended Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion and consent may be incorporated by reference in a subsequent registration statement filed pursuant to Rule 462(b) of the General Rules and Regulations promulgated under the Securities Act with respect to the registration of additional Debt Securities and Guarantees for sale in any offering contemplated by the Amended Registration Statement and shall cover such additional Debt Securities and Guarantees.

The opinions expressed herein are limited to the laws of the Commonwealth of Virginia in effect on the date hereof as they presently apply, and we express no opinion herein as to the laws of any other jurisdiction. These opinions are given as of the date that the Amended Registration

 

LOGO  

 

Page 7 of 8

Statement becomes effective under the Act, they are intended to apply only to those facts and circumstances that exist as of such date, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is furnished to you in connection with the filing of the Amended Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose; provided, however, that Kirkland & Ellis LLP may rely upon this opinion for purposes of issuing its opinion letter of even date herewith relating to the Debt Securities and Guarantees.

 

Very Sincerely,
/s/ Fluet & Associates, PLLC d/b/a FH+H
Fluet & Associates, PLLC d/b/a FH+H

 

LOGO  

 

Page 8 of 8

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-249491) and related Prospectus of CDW Corporation for the registration of common stock, preferred stock, depositary shares, warrants, subscription rights, debt securities, guarantees of debt securities, share purchase contracts, and share purchase units and to the incorporation by reference therein of our reports dated February 26, 2021 with respect to the consolidated financial statements and schedule of CDW Corporation and subsidiaries, and the effectiveness of internal control over financial reporting of CDW Corporation and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Chicago, Illinois

November 23, 2021

Exhibit 24.3

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy, Chief Executive Officer of CDW Corporation, Collin B. Kebo, Chief Financial Officer of CDW Corporation, and Robert J. Welyki, Treasurer of CDW Corporation, or any other person holding the position of Chief Financial Officer or Treasurer of CDW Corporation from time to time, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on June 16, 2021.

 

/s/ Anthony R. Foxx
Anthony R. Foxx

Exhibit 24.4

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy, Chief Executive Officer of CDW LLC, Collin B. Kebo, Chief Financial Officer of CDW LLC, and Robert J. Welyki, Treasurer of CDW LLC, or any other person holding the position of Chief Financial Officer or Treasurer of CDW LLC from time to time, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on June 16, 2021.

 

/s/ Anthony R. Foxx
Anthony R. Foxx

Exhibit 24.5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy, Chief Executive Officer of CDW Corporation, Collin B. Kebo, Chief Financial Officer of CDW Corporation, and Robert J. Welyki, Treasurer of CDW Corporation, or any other person holding the position of Chief Financial Officer or Treasurer of CDW Corporation from time to time, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on June 16, 2021.

 

/s/ Sanjay Mehrotra
Sanjay Mehrotra

Exhibit 24.6

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy, Chief Executive Officer of CDW LLC, Collin B. Kebo, Chief Financial Officer of CDW LLC, and Robert J. Welyki, Treasurer of CDW LLC, or any other person holding the position of Chief Financial Officer or Treasurer of CDW LLC from time to time, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 and power of attorney have been signed by the following persons in the capacities and on the dates indicated on June 16, 2021.

 

/s/ Sanjay Mehrotra
Sanjay Mehrotra