REAL PROPERTY PURCHASE AGREEMENTReal Property Purchase Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma
THIS REAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 28th day of November, 2012 by and between Kilpatrick Partners, L.L.C., an Oklahoma limited liability company (“Seller”) and Paycom Payroll, LLC, a Delaware limited liability company (“Purchaser”).
SECURITIES PURCHASE AND CONTRIBUTION AGREEMENTSecurities Purchase and Contribution Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • New York
THIS SECURITIES PURCHASE AND CONTRIBUTION AGREEMENT (as from time to time amended, supplemented or modified, this “Agreement”), dated as of April 3, 2012, is entered into by and among (i) Paycom Payroll Holdings, LLC, a Delaware limited liability company (“Holdings”), (ii) WCAS Capital Partners IV, L.P., a Delaware limited partnership (“WCAS CP IV”), and (iii) WCAS CP IV Blocker, Inc., a Delaware corporation (the “Unit Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement have the meanings provided for them in Article I hereof.
WCAS PAYCOM HOLDINGS, INC. 14% Note Due April 3, 201714% Note • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
WCAS Paycom Holdings, Inc., a Delaware corporation (the “Issuer”), for value received, hereby promises to pay to Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership, or its registered assigns (collectively, the “Holder”), the principal sum of forty-six million one hundred ninety two thousand eight hundred ninety three dollars and forty cents ($46,192,893.40) with interest thereon on the terms and conditions set forth herein.
CONTRIBUTION AGREEMENTContribution Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2013 by and among Paycom Software, Inc, a Delaware corporation (the “Company”) and each of the other parties signatory hereto (each, a “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2013 by and between WCAS Capital Partners, IV, L.P., a Delaware limited partnership (“CP IV”), and Paycom Software, Inc, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among Paycom Software, Inc., as Holdco, Paycom Payroll Holdings, LLC, as the Company, Paycom Payroll, LLC, as Opco, and Paycom Software Merger Sub, LLC, as Merger Sub Dated as of December 30, 2013Merger Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 30, 2013, by and among (i) Paycom Payroll Holdings, LLC, a Delaware limited liability company (the “Company”), (ii) Paycom Payroll, LLC, a Delaware limited liability company (“Opco”), the sole member of which is the Company, (iii) Paycom Software, Inc., a Delaware corporation (“Holdco”) and a wholly-owned subsidiary of Opco, and (iv) Paycom Software Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdco (“Merger Sub”).
CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT between KIRKPATRICK BANK, an Oklahoma banking association, as Lender, and PAYCOM PAYROLL, LLC, a Delaware limited liability company, as BorrowerLoan Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma
THIS CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT is made and entered into effective as of (but not necessarily on) the 15 day of December, 2011, by and between KIRKPATRICK BANK, an Oklahoma banking association (“Lender”), and PAYCOM PAYROLL, LLC, a Delaware limited liability company (“Borrower”), with reference to the following:
CONTRIBUTION AGREEMENTContribution Agreement • February 14th, 2014 • Paycom Software, Inc. • Services-prepackaged software • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of December, 2013 by and between Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (“WCAS X”), WCAS Management Corporation, a Delaware corporation (“WCASM”) and Paycom Software, Inc., a Delaware corporation (the “Company”).
