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WageWorks Announces Partial Release Of Lock-Up Agreements With Certain Stockholders

WageWorks, Inc. (NYSE: WAGE), today announced that William Blair & Company, L.L.C. and Stifel, Nicolaus & Company, Incorporated, the joint book-running managers of WageWorks’ initial public offering in May 2012, are releasing a lock-up restriction with respect to 4,731,208 shares of WageWorks’ common stock held by certain WageWorks stockholders, including 4,097,150 shares held by affiliates of certain of our directors, who are expected to sell shares in WageWorks’ recently announced follow-on offering. The release will take effect concurrently with the follow-on offering. As part of the underwriting procedures, all selling stockholders, as well as all officers and directors of WageWorks, have agreed to lock-up agreements for a period of 90 days following the follow-on offering.

As previously announced, on September 13, 2012, WageWorks filed with the Securities and Exchange Commission (SEC) a registration statement on Form S-1 for the follow-on offering, which was amended on September 26, 2012. William Blair & Company, L.L.C. and Stifel Nicolaus & Company, Incorporated are serving as joint book-running managers for the proposed offering, with JMP Securities LLC and Needham & Company, LLC, acting as co-managers.

The follow-on offering will be made only by means of a prospectus. A copy of the preliminary prospectus for the offering may be obtained from William Blair & Company, L.L.C. at 222 West Adams Street, Attention: Prospectus Department, Chicago, IL 60606, phone number (800) 621-0687, or from Stifel Nicolaus & Company, Incorporated at One Montgomery Street, Suite 3700, San Francisco, California 94104, phone number (415) 364-2720.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-1 may be accessed through the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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