Underwriting AgreementUnderwriting Agreement • September 9th, 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 shares and, at the election of the Underwriters, up to additional shares of Common Stock, par value $0.001 (“Stock”) of the Company and 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 is herein called the “Firm Shares” and the aggregate of 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”.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • September 9th, 2019 • Ping Identity Holding Corp. • 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”) 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”).
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
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.
