INDEMNIFICATION AGREEMENTIndemnification Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 2019 between Ping Identity Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 5th, 2021 • Ping Identity Holding Corp. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT, dated as of December 12, 2019 (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among ROARING FORK INTERMEDIATE, LLC, a Delaware limited liability company, as Holdings, PING IDENTITY CORPORATION, a Delaware corporation, as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and BANK OF AMERICA, N.A., as the Administrative Agent.
Ping Identity Holding Corp. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 14th, 2021 • Ping Identity Holding Corp. • Services-prepackaged software • New York
The stockholders named in Schedule I hereto (the “Selling Stockholders”) of Ping Identity Holding Corp., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Common Stock, par value $0.001 (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”. In the event only one underwriter is listed in Schedule II hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule II.
Underwriting AgreementUnderwriting Agreement • September 24th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • New York
Ping Identity Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 12,500,000 shares and, at the election of the Underwriters, up to 1,875,000 additional shares of Common Stock, par value $0.001 (“Stock”) of the Company. The aggregate of 12,500,000 shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of 1,875,000 additional shares to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
PING IDENTITY HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 23, 2019 among Ping Identity Holding Corp., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”), each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
AGREEMENT AND PLAN OF MERGER by and among PROJECT POLARIS HOLDINGS, LP, PROJECT POLARIS MERGER SUB, INC. and PING IDENTITY HOLDING CORP. Dated as of August 2, 2022Merger Agreement • August 3rd, 2022 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 2, 2022, by and among Project Polaris Holdings, LP, a Delaware limited partnership (“Parent”), Project Polaris Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Ping Identity Holding Corp., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
Bernard Harguindeguy c/o Ping Identity 1001 17th Street Denver, CO 50202Employment Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
This is your employment agreement with Ping Identity Corporation, a Delaware corporation, (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). The effective date of the commencement of your employment by the Company pursuant to the terms of this letter shall be October 1, 2018 (the “Effective Date”). We are very excited about this opportunity and value the role that you will serve on our team going forward.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 24th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2019, by and among Ping Identity Holding Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund VI, L.P., Vista Equity Partners Fund VI-A, L.P., VEPF VI FAF, L.P. (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group” and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering (the “IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”).
STOCK OPTION AGREEMENT*Stock Option Agreement • September 9th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2016 (the “Grant Date”), between Ping Identity Holding Corp., a Delaware corporation (the “Company”), and [ ] (“Optionholder”).
MASTER SERVICES AGREEMENTMaster Services Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • California
This Master Services Agreement (this “Agreement”) is made and effective as of February 23, 2017 (the “Effective Date”) by and between Vista Consulting Group, LLC (“VCG”) and Ping Identity Corporation (“Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
This is your employment agreement with Ping Identity Corporation, a Delaware corporation (as such company’s name may change from time to time and such company’s successors and assigns, the “Company”). It sets forth the terms of your continued...Employment Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Colorado
CREDIT AGREEMENT dated as of January 25, 2018, among PING IDENTITY CORPORATION, as Borrower, ROARING FORK INTERMEDIATE, LLC, as Holdings, THE OTHER GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, GOLDMAN SACHS...Credit Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of January 25, 2018, is made among Ping Identity Corporation, a Delaware corporation (“Ping” and the “Borrower”), Roaring Fork Intermediate, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, Goldman Sachs Bank USA, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”), as swing line lender (in such capacity, the “Swing Line Lender”) and as the Issuing Bank.
NON-EMPLOYEE OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 9th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Holding Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above; and
RESTRICTED SHARES AWARD AGREEMENT PING IDENTITY HOLDING CORP. OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
Ping Identity Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of Restricted Shares set forth below (the “Award”), under this Restricted Shares Award Agreement (“Agreement”).
OPTION AWARD AGREEMENT PING IDENTITY HOLDING CORP. OMNIBUS INCENTIVE PLANOption Award Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
Ping Identity Holding Corp. (the “Company”) grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).
RSU AWARD AGREEMENT PING IDENTITY HOLDING CORP. OMNIBUS INCENTIVE PLANRsu Award Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
Ping Identity Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of restricted stock units (“RSUs”) set forth below (the “Award”), under this RSU Award Agreement (“Agreement”).
CREDIT AGREEMENT dated as of November 23, 2021, among PING IDENTITY CORPORATION, as the Borrower ROARING FORK INTERMEDIATE, LLC, as Holdings, THE OTHER BORROWERS AND GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY...Credit Agreement • November 30th, 2021 • Ping Identity Holding Corp. • Services-prepackaged software • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of November 23, 2021, is made among Ping Identity Corporation, a Delaware corporation (the “Borrower”), Roaring Fork Intermediate, LLC, Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders and Issuing Banks from time to time party hereto, and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”), and as an Issuing Bank.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into effective as of the 12th day of November, 2015, by and between FSP 1001 17th STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into effective as of the 6 day of December, 2017, by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into effective as of the 1st day of February, 2019 (“Effective Date”), by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
THIS FIFTH AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into as of 18th day of March, 2019 (“Effective Date”), by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into effective as of the 21st day of August, 2018 (“Effective Date”), by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
STOCK OPTION AGREEMENTStock Option Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2016 (the “Grant Date”), between Roaring Fork Holding, Inc., a Delaware corporation (the “Company”), and [ ] (“Optionholder”).
VOTING AND Support AGREEMENTVoting and Support Agreement • August 3rd, 2022 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of August 2, 2022, by and among Project Polaris Holdings, LP, a Delaware limited partnership (“Parent”), and the stockholders of Ping Identity Holding Corp., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
SIXTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 4th, 2020 • Ping Identity Holding Corp. • Services-prepackaged software
THIS SIXTH AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into as of the 9th day of July, 2019 ("Effective Date"), by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company ("Landlord"), and PING IDENTITY CORPORATION, a Delaware corporation ("Tenant").
SEVENTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 4th, 2020 • Ping Identity Holding Corp. • Services-prepackaged software
THIS SEVENTH AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into as of the 31st day of December, 2019 (“Effective Date”), by and between FSP 1001 17TH STREET LLC, a Delaware limited liability company (“Landlord”), and PING IDENTITY CORPORATION, a Delaware corporation (“Tenant”).
STOCK APPRECIATION RIGHT AWARD AGREEMENT PING IDENTITY CORP. OMNIBUS INCENTIVE PLANStock Appreciation Right Award Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ping Identity Corp. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SAR AWARD AGREEMENT PING IDENTITY HOLDING CORP. OMNIBUS INCENTIVE PLANSar Award Agreement • August 23rd, 2019 • Ping Identity Holding Corp. • Services-prepackaged software
Ping Identity Holding Corp. (the “Company”) grants to the Participant named below (“you”) the number of Non-Tandem Stock Appreciation Rights (“SARs”) set forth below (the “Award”), under this SAR Award Agreement (“Agreement”).
PING IDENTITY HOLDING CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 9th, 2019 • Ping Identity Holding Corp. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Holding Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above.
RESTRICTED SHARES AWARD AGREEMENT PING IDENTITY CORP. OMNIBUS INCENTIVE PLANRestricted Shares Award Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED SHARES AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ping Identity Corp. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK OPTION AWARD AGREEMENT PING IDENTITY CORP. OMNIBUS INCENTIVE PLANStock Option Award Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ping Identity Corp. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AWARD AGREEMENT PING IDENTITY CORP. OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Ping Identity Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Ping Identity Corp. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
