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

	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

	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

	CARSON FAMILY CHARITABLE TRUST


	By:	/s/ Russell L. Carson
	Name:	Russell L. Carson
	Title:	Chairman

	DE NICOLA HOLDINGS II LLC


	By:	/s/ Anthony de Nicola
	Name:	Anthony de Nicola
	Title:

	THE QUEALLY FAMILY LLC


	By:	/s/ Paul Queally
	Name:	Paul Queally
	Title:

	JMR4 HOLDINGS LLC


	By:	/s/ Jonathan Rather
	Name:	Jonathan Rather
	Title:

	THE SWANI FAMILY LLC


	By:	/s/ Sanjay Swani
	Name:	Sanjay Swani
	Title:

	THE TRAYNOR FAMILY LLC


	By:	/s/ Sean Traynor
	Name:	Sean Traynor
	Title:

	WCAS MANAGEMENT CORPORATION


	By:	/s/ Jonathan Rather
	Name:	Jonathan Rather
	Title:	Treasurer

	JAMES R MATTHEWS FAMILY LLC


	By:	/s/ James R. Matthews
	Name:	James R. Matthews
	Title:

	ALMEIDA FAMILY LLC


	By:	/s/ John Almeida
	Name:	John Almeida
	Title:	Member

	PAYCOM SOFTWARE, INC.


	By:	/s/ Craig E. Boelte
	Name:	Craig E. Boelte
	Title:	Chief Financial Officer

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