Exhibit 4.6

 

JOINDER TO
REGISTRATION RIGHTS AGREEMENT

This Joinder (the “Joinder”), to the Registration Rights Agreement, dated as of December 30, 2013, by and among Paycom Software, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Agreement”), is made and entered into as of March 6, 2015, by and among the Company and each of the undersigned.  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

WHEREAS, each of the undersigned, other than Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS X”) and WCAS Capital Partners IV, L.P. (“CP IV”), has acquired certain shares of capital stock of the Company (“Holder Stock”; each such Person acquiring such Holder Stock, a "Holder") as of the date hereof; and

WHEREAS, that certain Amended and Restated Stockholders Agreement, dated as of March 10, 2014 (the “Stockholders Agreement”), by and among the Company and certain Stockholders of the Company party thereto, provides that each such Holder, in such Person's capacity as an Affiliate (as defined in the Stockholders Agreement) of an existing Stockholder (as defined in the Stockholders Agreement) and a holder of such capital stock, may become a party to the Agreement, and each Holder desires to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder, each intending to be legally bound, hereby agree as follows:

1.   Agreement to be Bound.  Each Holder hereby agrees, solely with respect to itself, that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a Holder for all purposes thereof.  In addition, each Holder hereby agrees that all Holder Stock acquired by such Holder shall be deemed to be WCAS Registrable Securities owned by such Holder for all purposes of the Agreement as a result of such Holder's affiliation with WCAS X or CP IV, as applicable. Each of WCAS X and CP IV agrees that, after giving effect to the transfer of Holder Stock to the Holder as contemplated by this Joinder, WCAS X and CP IV shall not be deemed to be the owners of the Holder Stock for all purposes of the Agreement unless such Holder Stock is acquired or otherwise owned by WCAS X or CP IV thereafter. 

2.   Successors and Assigns.  Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and each Holder and any subsequent holders of Holder Stock and the respective successors and assigns of each of them, so long as they hold any shares of Holder Stock.

3.   Counterparts.  This Joinder may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Joinder.

 




 

4.   Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

5.   Descriptive Headings.  The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

* * * * *

 


		
	
 
	
 




 




 

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date written above.

 

 


	
 
	
Each of the Persons identified on Exhibit A hereto,

	
 
	
by Jonathan Rather as their authorized signatory

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
/s/ Jonathan Rather
	
 

	
 
	
Name: Jonathan Rather
	
 




 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
WELSH, CARSON, ANDERSON & STOWE X, L.P.

	
 
	
 
	
 
	
 

	
 
	
 By:
	
WCAS X Associates LLC

	
 
	
 Its:
	
 General Partner

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Jonathan Rather
	
 

	
 
	
Name:
	
 Jonathan Rather
	
 

	
 
	
Title:
	
 Authorized Signatory




 

 

 

Signature Page to Joinder to Registration Rights Agreement




 

 


	
 
	
WCAS CAPITAL PARTNERS IV, L.P.

	
 
	
 
	
 
	
 

	
 
	
 By:
	
WCAS CP IV Associates LLC

	
 
	
 Its:
	
 General Partner

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Jonathan Rather
	
 

	
 
	
Name:
	
 Jonathan Rather
	
 

	
 
	
Title:
	
 Authorized Signatory




 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
CARSON FAMILY CHARITABLE TRUST

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Russell L. Carson
	
 

	
 
	
Name:
	
 Russell L. Carson
	
 

	
 
	
Title:
	
 Chairman
	
 




 

 

 




 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
DE NICOLA HOLDINGS II LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Anthony de Nicola
	
 

	
 
	
Name:
	
 Anthony de Nicola
	
 

	
 
	
Title:
	
 
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
THE QUEALLY FAMILY LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Paul Queally
	
 

	
 
	
Name:
	
 Paul Queally
	
 

	
 
	
Title:
	
 
	
 




 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
JMR4 HOLDINGS LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Jonathan Rather
	
 

	
 
	
Name:
	
 Jonathan Rather
	
 

	
 
	
Title:
	
 
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
THE SWANI FAMILY LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Sanjay Swani
	
 

	
 
	
Name:
	
 Sanjay Swani
	
 

	
 
	
Title:
	
 
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
THE TRAYNOR FAMILY LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Sean Traynor
	
 

	
 
	
Name:
	
 Sean Traynor
	
 

	
 
	
Title:
	
 
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
WCAS MANAGEMENT CORPORATION

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Jonathan Rather
	
 

	
 
	
Name:
	
 Jonathan Rather
	
 

	
 
	
Title:
	
 Treasurer
	
 




 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
JAMES R MATTHEWS FAMILY LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ James R. Matthews
	
 

	
 
	
Name:
	
 James R. Matthews
	
 

	
 
	
Title:
	
 
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
ALMEIDA FAMILY LLC

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ John Almeida
	
 

	
 
	
Name:
	
 John Almeida
	
 

	
 
	
Title:
	
 Member
	
 




 

 

 





Signature Page to Joinder to Registration Rights Agreement




 


	
 
	
PAYCOM SOFTWARE, INC.

	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 

	
 
	
By:
	
 /s/ Craig E. Boelte
	
 

	
 
	
Name:
	
 Craig E. Boelte
	
 

	
 
	
Title:
	
 Chief Financial Officer




 

 

 

 


		
	
 
	
 




 




 

Exhibit A
Holders

 

 

 


	
	
Patrick Welsh 

	
Russell Carson

	
Bruce K. Anderson 

	
Robert Minicucci

	
Anthony de Nicola

	
Paul Queally

	
Jonathan Rather

	
Sanjay Swani

	
D. Scott Mackesy 

	
Sean Traynor

	
Eric Lee

	
Michael Donovan 

	
Brian Regan 

	
David Mintz

	
Thomas Scully

	
Darren Battistoni

	
Tony Ecock

	
Christopher Solomon

	
David Caluori

	
Frances Higgins

	
Stephen Larned

	
John Clark 

	
James Matthews

	
John Almeida

	
Thomas McInerney

	
Lucas Garman

	
The Estate of Richard Aiello

	
Aaron Dupuis

	
Christopher Hooper