0001564590-15-006677 Sample Contracts

AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 7th, 2015 • Paycom Software, Inc. • Services-prepackaged software • New York

This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated as of December 30, 2013 (the “Registration Rights Agreement”), by and among Paycom Software, Inc., Paycom Payroll, LLC, Welsh, Carson, Anderson & Stowe X, L.P., WCAS Management Corporation, WCAS Capital Partners IV, L.P., WCAS Paycom Holdings, Inc., each of the Persons listed on the signature pages attached to the Registration Rights Agreement and each other Person who executed a joinder thereto, is entered into as of May 13, 2015. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.

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LOAN AGREEMENT between
Loan Agreement • August 7th, 2015 • Paycom Software, Inc. • Services-prepackaged software • Oklahoma

THIS LOAN AGREEMENT is made and entered into effective as of (but not necessarily on) May 13, 2015 (the "Effective Date"), by and between KIRKPATRICK BANK, an Oklahoma banking association ("Lender"), and PAYCOM PAYROLL, LLC, a Delaware limited liability company ("Borrower").

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