4,000,000 Firm Shares Paylocity Holding Corporation Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 8th, 2014 • Paylocity Holding Corp • Services-prepackaged software • New York
Paylocity Holding Corporation, a Delaware corporation (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), of which 750,000 shares will be sold by the Company and 3,250,000 shares will be sold by the Selling Shareholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names on Schedule II hereto. The Company and the Selling Shareholders are sometimes referred to herein collectively as the “Sellers”. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate o
