INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • 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”).
Ping Identity Holding Corp. Common Stock, par value $0.001 per share Underwriting Agreement(1)Underwriting Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • 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 shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.001 (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect
PING IDENTITY HOLDING CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 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.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 5th, 2019 • Roaring Fork Holding, Inc. • Services-prepackaged software • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [·], 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”), Vista Equity Partners Fund VI GP, L.P. (“Fund VI GP”), VEPF VI GP, Ltd. (“Fund VI UGP”), VEPF Management, L.P. (the “Management Company”) and VEP Group, LLC (“VEP Group” and, together with the Vista Funds, Fund VI GP, Fund VI UGP, the Management Company 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”).
