INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Delaware
This Indemnification Agreement, dated , 2013, is made between Paylocity Holding Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).
COMMERCE POINT II ARLINGTON HEIGHTS, ILLINOIS OFFICE LEASE Between 3850 WILKE L.L.C., an Illinois limited liability company Landlord, and PAYLOCITY CORPORATION, an Illinois corporation Tenant Dated: January 12, 2007Paylocity Holding Corp • December 6th, 2013 • Services-prepackaged software • Illinois
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “First Amendment”) dated as of March 9, 2011 is by and between PAYLOCITY CORPORATION, an Illinois corporation with its principal place of business at 3850 North Wilke Road, Arlington Heights, Illinois 60004 (the “Borrower”) and COMMERCE BANK & TRUST COMPANY, a Massachusetts banking corporation with its office at 386 Main Street, Worcester, Massachusetts 01608 (the “Lender”).
AMENDMENT TO LEASELease • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software
This Amendment to Lease made the 6 day of May 2013 between 3800 WILKE L.L.C., an Illinois limited liability company (“Landlord”) and PAYLOCITY CORPORATION, an Illinois corporation (“Tenant”).
AMENDMENT TO LEASETo Lease • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software
This Amendment to Lease made the 5th day of January, 2011 between 3850 WILKE L.L.C., an Illinois limited liability company (“Landlord”), and PAYLOCITY CORPORATION, an Illinois corporation (“Tenant”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Delaware
This Share Exchange Agreement (this “Agreement”) is made and entered into as of November 7, 2013 by and among Paylocity Holding Corporation, a Delaware corporation (the “Company”), Paylocity Corporation, an Illinois corporation (“PC”), each holder of issued and outstanding shares of PC as listed on Exhibit A hereto (each, a “Shareholder” and, collectively, the “Shareholders”), and each Key Executive listed on Exhibit B attached hereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Massachusetts
This Loan and Security Agreement (“the Agreement”) made as of the 5th day of May, 2009 is by and between PAYLOCITY CORPORATION, an Illinois corporation with its principal place of business at 3850 North Wilke Road, Arlington Heights, Illinois 60004 (the “Borrower”) and COMMERCE BANK & TRUST COMPANY, a Massachusetts banking corporation with its office at 386 Main Street, Worcester, Massachusetts 01608 (the “Lender”). The Lender and the Borrower agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
This Employment Agreement (“Agreement”) is entered into by and between Paylocity, Inc. (“Company”) and Steve Sarowitz (“Employee”), and is made effective July 1, 2013 (the “Effective Date”).
PAYLOCITY CORPORATION AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2012, by and among Paylocity Corporation, an Illinois corporation (the “Company”), those certain holders of the Company’s common shares (the “Common Shares”) listed on EXHIBIT A attached hereto (the “Key Holders”), the holders of the Company’s Series A Preferred Stock (“Series A Preferred”) and the holders of the Company’s Series B Preferred Stock (“Series B Preferred” and together with the Series A Preferred, the “Preferred Shares”) listed on EXHIBIT B attached hereto (the “Investors,” and together with the Key Holders, the “Shareholders”).
ALLONGE TO REVOLVING LINE OF CREDIT NOTEPaylocity Holding Corp • December 6th, 2013 • Services-prepackaged software
THIS ALLONGE TO REVOLVING LINE OF CREDIT NOTE (the “Allonge”) made and entered into as of the 27th day of November 2013, between Commerce Bank & Trust Company, a Massachusetts trust company with a principal place of business at 386 Main Street, Worcester, Massachusetts (hereinafter “Lender “) and Paylocity Corporation, 3850 North Wilke Road, Arlington Heights, Illinois 60004 (hereinafter “Borrower “) is firmly affixed to and made a part of a certain Revolving Line of Credit Note of the Borrower payable to the order of the Lender dated as of May 5, 2009 (hereinafter “Revolving Line of Credit Note “) in the original principal amount of Two Million Five Hundred Thousand and 00/100s Dollars ($2,500,000.00), as restated March 9, 2011 (hereinafter “Note”).
REVOLVING LINE OF CREDIT NOTEPaylocity Holding Corp • December 6th, 2013 • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned, PAYLOCITY CORPORATION, an Illinois corporation with its principal place of business at 3850 North Wilke Road, Arlington Heights, Illinois 60004 (the “Borrower”), hereby promises to pay to COMMERCE BANK & TRUST COMPANY, a Massachusetts banking corporation (the “Lender”), OR ORDER, at its office at 386 Main Street, Worcester, Massachusetts 01608, or such other place as the Lender may from time to time specify in writing, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00) (or such lesser amount as may have been advanced to the Borrower from time to time hereunder and not repaid), with interest on the unpaid principal until paid at the rate and in the manner hereinafter provided in lawful money of the United States of America.
PAYLOCITY CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 29, 2012 by and among Paylocity Corporation, an Illinois corporation (the “Company”), the Investors listed in EXHIBIT A to this Agreement (collectively, the “Investors” and each, without distinction among them, an “Investor”), Paylocity Management Holdings, LLC, a Delaware limited liability company (“Holdings”), and the Key Executives (as defined below).
PAYLOCITY CORPORATION AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2012, by and among Paylocity Corporation, an Illinois corporation (the “Company”), Paylocity Management Holdings, LLC (“Holdings”), the persons and entities listed on EXHIBIT A attached hereto (the “Preferred Holders”) and the Key Executives (as defined below):
FURTHER AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
THIS FURTHER AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2008, by and between Steven R. Beauchamp, of 26921 Countryside Lake Drive, Mundelein, Illinois 60060 (the “Employee”) and Paylocity Corporation, an Illinois corporation (the “Employer”). This Agreement further amends and restates the amended and restated employment agreement dated as of May 14, 2008 between Employee and Employer (the “Amended and Restated Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 14, 2008, by and between Michael Haske, of 945 Burlington Avenue, Downers Grove, Illinois 60515 (the “Employee”) and Paylocity Corporation, an Illinois corporation (the “Employer”).
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2013 • Paylocity Holding Corp • Services-prepackaged software
This First Amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated May 14, 2008 (the “Agreement”), is made effective as of December 4, 2013 by and between Paylocity Corporation (the “Employer”) and Michael Haske (hereinafter referred to as the “Employee”).
