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.
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”).
