0001193125-12-409980 Sample Contracts

] Shares WORKDAY, INC. CLASS A COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2012 • Workday, Inc. • Services-computer processing & data preparation • New York

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

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STOCK RESTRICTION AGREEMENT
Stock Restriction Agreement • October 1st, 2012 • Workday, Inc. • Services-computer processing & data preparation • Delaware

This STOCK RESTRICTION AGREEMENT, dated as of September 28, 2012 (this “Agreement”), is entered into by and among Workday, Inc., a Delaware corporation (the “Company”), David A. Duffield, in his capacity as an individual founder of the Company and as trustee of the David A. Duffield Trust (“Duffield”), and Aneel Bhusri, in his capacity as an individual founder of the Company and as trustee of the Aneel Bhusri Grantor Retained Annuity Trust DTD September 13, 2011 (“Bhusri” and, together with Duffield, the “Founders”).

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