3,740,000 Firm Shares Paylocity Holding Corporation Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • September 23rd, 2015 • Paylocity Holding Corp • Services-prepackaged software • New York
Certain shareholders (the “Selling Shareholders”) of Paylocity Holding Corporation, a Delaware corporation (the “Company”), 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 3,740,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). 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 Selling Shareholders are sometimes referred to herein collectively as the “Sellers.” The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to 561,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
