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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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.
Bernard Harguindeguy c/o Ping Identity 1001 17th Street Denver, CO 50202Employment and Restrictive Covenants Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • 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.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • 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”.
André DurandRoaring Fork Holding, Inc. • May 1st, 2019 • Services-prepackaged software • Colorado
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 by the Company, which shall be effective as of the closing (the “Closing”) of the transactions (the “Transaction”) contemplated by that certain Agreement and Plan of Merger, dated as of May 27, 2016, by and among you, the Company, Roaring Fork Holding, Inc., a Delaware corporation (“Parent”), Roaring Fork Intermediate, LLC, a Delaware limited liability company, Roaring Fork Merger Sub, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Securityholders (as defined therein), pursuant to which the Company shall become a wholly-owned subsidiary of Parent on the date of the Closing (the “Closing Date”). We are very excited about
STOCK OPTION AGREEMENTStock Option Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • 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”).
NON-EMPLOYEE OUTSIDE DIRECTOR RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit 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 Roaring Fork Holding, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above; and
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 1st, 2019 • Roaring Fork Holding, Inc. • 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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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 • May 1st, 2019 • Roaring Fork Holding, Inc. • 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”).
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
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
