0001193125-11-191100 Sample Contracts

•] Shares WageWorks, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT

Underwriting Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • New York

• Contract Type
  Underwriting Agreement
• Filed
  July 19th, 2011
• Company
  Wageworks, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  New York

WAGEWORKS, INC.

Equity Incentive Plan • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • California

• Contract Type
  Equity Incentive Plan
• Filed
  July 19th, 2011
• Company
  Wageworks, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  California

Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

WAGEWORKS, INC. INDEMNIFICATION AGREEMENT

Indemnification Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • Delaware

• Contract Type
  Indemnification Agreement
• Filed
  July 19th, 2011
• Company
  Wageworks, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

THIS AGREEMENT is entered into, effective as of , 20 by and between WageWorks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

WAGEWORKS, INC. SUBSCRIPTION AGREEMENT

Subscription Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec

• Contract Type
  Subscription Agreement
• Filed
  July 19th, 2011
• Company
  Wageworks, Inc.
• Industry
  Services-business services, nec

STOCKHOLDER AGREEMENT BY AND AMONG VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P., VANTAGEPOINT VENTURE PARTNERS IV, L.P., VANTAGEPOINT VENTURE PARTNERS IV PRINCIPALS FUND, L.P., AND WAGEWORKS, INC. DATED AS OF , 2011

Stockholder Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • Delaware

• Contract Type
  Stockholder Agreement
• Filed
  July 19th, 2011
• Company
  Wageworks, Inc.
• Industry
  Services-business services, nec
• Jurisdiction
  Delaware

This Stockholder Agreement (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of , 2011, is made by and among VantagePoint Venture Partners IV (Q), L.P., a Delaware limited partnership, VantagePoint Venture Partners IV, L.P., a Delaware limited partnership, and VantagePoint Venture Partners IV Principals Fund, L.P., a Delaware limited partnership (collectively, “VantagePoint”), and WageWorks, Inc., a Delaware corporation (the “Company”), and shall become effective upon the closing of the Company’s IPO (as defined below).