Exhibit
10.1


 


VOTING AND Support
AGREEMENT


 


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”).


 


RECITALS


 


WHEREAS, concurrently with
the execution and delivery of this Agreement, Parent, Project Polaris Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of Parent (“Merger Sub”), and the Company, are entering into an Agreement and Plan of Merger (as it may be amended,
supplemented or otherwise modified from time to time, the “Merger Agreement”) that, among other things and subject
to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into the Company (the “Merger”),
with the Company being the surviving corporation in the Merger;


 


WHEREAS, as of the date hereof,
each Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the
number of shares of common stock, par value $0.001 per share, of the Company (the “Company Stock”) set forth next to
such Stockholder’s name on Schedule A hereto, being all of the shares of Company Stock owned of record or beneficially
by such Stockholder as of the date hereof (with respect to such Stockholder, the “Owned Shares”, and the Owned Shares
together with any additional shares of Company Stock that such Stockholder may acquire record and/or beneficial ownership of after the
date hereof, such Stockholder’s “Covered Shares”);


 


WHEREAS, the Company Board
has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into
the Merger Agreement providing for the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution
and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder,
and the consummation of the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (iii) resolved
to recommend that the Company Stockholders adopt the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be
submitted for consideration by the Company Stockholders at a meeting thereof; and


 


WHEREAS, as an inducement
and condition for Parent and Merger Sub to enter into the Merger Agreement, each Stockholder has agreed to enter into this Agreement with
respect to such Stockholder’s Covered Shares;


 






     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby
agree as follows:


 


1.              Definitions. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings
assigned to them in this Section 1.


 


“Expiration Time”
shall mean the earliest to occur of (a) the time that the Requisite Stockholder Approval has been obtained, (b) the Effective Time or
(c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII thereof.


 


“Transfer”
shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other voluntary
transfer, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance,
pledge, hypothecation, disposition or other transfer (including by merger, by testamentary disposition, by gift, by operation of Law or
otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit
of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect
to such Covered Shares or the grant of any proxy or power of attorney with respect to such Covered Shares or (c) any Contract or
commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b) above.


 


2.              Agreement
to Not Transfer the Covered Shares. Until the Expiration Time, each Stockholder agrees not to Transfer or cause or permit
the Transfer of any of such Stockholder’s Covered Shares, other than with the prior written consent of Parent; provided,
however, that any Stockholder may Transfer any such Covered Shares to (i) any other Stockholder or any Affiliate of any
such Stockholder or (ii) any beneficial owner of Stockholder, in each case only if the transferee of such Covered Shares evidences
in writing reasonably satisfactory to Parent such transferee’s agreement to be bound by and subject to the terms and provisions
hereof to the same effect as such transferring Stockholder. Any Transfer or attempted Transfer of any Covered Shares in violation of
this Section 2 shall be null and void and of no effect whatsoever.


 


3.              Agreement
to Vote the Covered Shares. 


 


3.1              Until the Expiration Time, at every meeting of the Company’s stockholders at which
any of the following matters are to be voted on (and at every adjournment or postponement thereof), each Stockholder shall vote (including
via proxy) all of such Stockholder’s Covered Shares (or cause the holder(s) of record on any applicable record date to vote (including
via proxy) all of such Stockholder’s Covered Shares): 


 


(a)              
in favor of the adoption of the Merger Agreement;


 


(b)              in favor of the approval of any proposal to adjourn or postpone the meeting to a later date
if there are not sufficient votes for the approval of the Merger Agreement on the date on which such meeting is held; and


 


(c)              against
(i) any action or agreement that would reasonably be expected to result in any condition set forth in Article VII of the Merger
Agreement not being satisfied prior to the Termination Date and (ii) any Acquisition Proposal.


 






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3.2              Until the Expiration Time, at every meeting of the Company’s stockholders (and at
every adjournment or postponement thereof), each Stockholder shall be represented in person or by proxy at such meeting (or cause the
holder(s) of record on any applicable record date to be represented in person or by proxy at such meeting) in order for the Covered Shares
to be counted as present for purposes of establishing a quorum.


 


3.3              Notwithstanding
anything to the contrary in this Agreement, if at any time following the date hereof and prior to the Expiration Time a Governmental
Authority enters an order restraining, enjoining or otherwise prohibiting the Stockholders from taking any action pursuant to Section
3.1 or Section 3.2 of this Agreement, then the obligations of each Stockholder set forth in Section 3.1 or Section
3.2 of this Agreement shall be of no force and effect for so long as such order is in effect solely to the extent such order restrains,
enjoins or otherwise prohibits such Stockholder from taking any such action.


 


4.              Waiver of Appraisal Rights and Certain Other Actions. Each Stockholder hereby waives
all appraisal rights under Section 262 of the DGCL with respect to all of such Stockholder’s Covered Shares owned (beneficially
or of record) by such Stockholder. In addition, each Stockholder hereby agrees not to commence or participate in, any class action with
respect to, any legal action, derivative or otherwise, against Parent, the Company or any of their respective Subsidiaries or successors:
(a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement
(including any claim seeking to enjoin or delay the Closing) or (b) to the fullest extent permitted under applicable Law, alleging a breach
of any duty of the Company Board or Parent in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby
or hereby. 


 


5.              Fiduciary Duties. Each Stockholder is entering into this Agreement solely in its
capacity as the record holder or beneficial owner of such Stockholder’s Covered Shares. Nothing in this Agreement shall in any way
attempt to limit or affect any actions taken by any of the Stockholder’s or its Affiliates’ designee(s) or beneficial owner(s)
serving on the Company Board or any such Stockholder or in his or her capacity as a director, officer or employee of the Company or any
of its Affiliates, from complying with his or her fiduciary obligations while acting in such designee’s or beneficial owner’s
capacity as a director, officer or employee of the Company. No action taken (or omitted to be taken) in any such capacity as a director,
officer or employee shall be deemed to constitute a breach of this Agreement.


 


6.              Representations
and Warranties of the Stockholder. Each Stockholder hereby represents and warrants to Parent that:


 


6.1              Due
Authority. The Stockholder has the full power and capacity to make, enter into and carry out the terms of this Agreement. The Stockholder
is duly organized, validly existing and in good standing in accordance with the laws of its jurisdiction of formation, as applicable,
and the execution and delivery of this Agreement, the performance of the Stockholder’s obligations hereunder, and the consummation
of the transactions contemplated hereby have been validly authorized, and, assuming the accuracy of the representations and warranties
set forth in Section 7.2(b), no other consents or authorizations are required to give effect to this Agreement or the transactions
contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and constitutes a
valid and binding obligation of the Stockholder enforceable against it in accordance with its terms, except as enforcement may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting or relating
to creditors’ rights generally and equitable remedies of specific performance and injunctive and other forms of equitable relief
may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.


 






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6.2              Ownership
of the Covered Shares. (a) The Stockholder is, as of the date hereof, the beneficial or record owner of such Stockholder’s
Covered Shares, all of which are free and clear of any liens, other than those created by this Agreement or arising under applicable
securities laws, and (b) the Stockholder has sole voting power over all of the Covered Shares beneficially owned by the Stockholder.
The Stockholder has not entered into any agreement to Transfer any Covered Shares and no person (other than the Stockholder
and any person under the control of the Stockholder) has a right to acquire any of the Covered Shares held by the Stockholder.
As of the date hereof, the Stockholder does not own, beneficially or of record, any shares of Company Stock or other voting shares of
the Company (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any shares of Company
Stock or other voting shares of the Company) other than the Owned Shares.


 


6.3              No Conflict; Consents.


 


(a)              The execution and delivery of this Agreement by the Stockholder does not, and the performance by the Stockholder of its
obligations under this Agreement does not and will not: (i) violate any Laws applicable to the Stockholder or (ii) result in any breach
of or constitute a default any Contract or obligation to which the Stockholder is a party or by which the Stockholder is subject, other
than those created by this Agreement or (iii) violate the certificate of incorporation, bylaws, operating
agreement, limited partnership agreement or any equivalent organizational or governing documents of such Stockholder,
in the case of each of clauses (i) through (iii), except for such violations, breaches or defaults as would not prevent, materially delay
or materially impair the ability of the Stockholder to perform its obligations under this Agreement.


 


(b)              No
consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any
competition, antitrust and investment laws or regulations of foreign jurisdictions or by the rules and regulations promulgated
under the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to the Stockholder
in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated
hereby.


 


6.4              Absence
of Litigation. As of the date hereof, there is no legal action pending against, or, to the knowledge of the Stockholder, threatened
against or affecting the Stockholder that would reasonably be expected to prevent, materially delay or materially impair the ability
of the Stockholder to perform its obligations under this Agreement.


 






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7.              Representations
and Warranties of Parent. Parent hereby represents and warrants to the Stockholder that:


 


7.1              Due
Authority. Parent has the full power and capacity to make, enter into and carry out the terms of this Agreement. Parent is duly organized,
validly existing and in good standing in accordance with the laws of its jurisdiction of formation. The execution and delivery of this
Agreement, the performance of Parent’s obligations hereunder, and the consummation of the transactions contemplated hereby has
been validly authorized, and assuming the accuracy of the representations and warranties set forth in Section 6.3(b), no other
consents or authorizations are required to give effect to this Agreement or the transactions contemplated by this Agreement. This Agreement
has been duly and validly executed and delivered by Parent and constitutes a valid and binding obligation of Parent enforceable against
it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law
or a court of equity and by bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally.


 


7.2              No
Conflict; Consents.


 


(a)              The
execution and delivery of this Agreement by Parent does not, and the performance by Parent of its obligations under this Agreement does
not and will not: (i) violate any Laws applicable to Parent, or (ii) result in any breach of or constitute a default any Contract or
obligation to which Parent is a party or by which the Stockholder is subject, other than those created by this Agreement, or (iii) violate
the certificate of incorporation, bylaws, operating agreement, limited partnership agreement or any equivalent organizational or governing
documents of Parent, in the case of each of clauses (i) through
(iii), except for such violations, breaches or defaults as would not prevent, materially delay or materially
impair the ability of Parent to perform its obligations under this Agreement.


 


(b)              No
consent, approval, order or authorization of, or registration, declaration or, except as required under the HSR Act, any
competition, antitrust and investment laws or regulations of foreign jurisdictions or by the rules and regulations promulgated under
the Exchange Act, filing with, any Governmental Authority or any other Person, is required by or with respect to Parent in connection
with the execution and delivery of this Agreement or the consummation by Parent of the transactions contemplated hereby.


 


7.3              Absence
of Litigation. As of the date hereof, there is no legal action pending against, or, to the knowledge of Parent, threatened against
or affecting Parent that would reasonably be expected to prevent, materially delay or materially impair the ability of the Stockholder
to perform its obligations under this Agreement.


 


8.              
Miscellaneous.


 


8.1              No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence
of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares
shall remain vested in and belong to the Stockholders, and Parent shall have no authority to direct any Stockholder in the voting or
disposition of any of the Covered Shares, except as otherwise provided herein.


 






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8.2              Certain Adjustments. In the event of a stock split, stock dividend or distribution,
or any change in the Company Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange
of shares or the like, the terms “Company Stock” and “Covered Shares” shall be deemed to refer to and include
such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares
may be changed or exchanged or which are received in such transaction.


 


8.3              Amendments
and Modifications. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of
a written agreement executed by all of the parties hereto.


 


8.4              Expenses. All costs and expenses incurred in connection with this Agreement shall
be paid by the Party incurring such cost or expense.


 


8.5              Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by email (with
confirmation of receipt) or sent by a nationally recognized overnight courier service, such as Federal Express, to the parties at the
following addresses (or at such other address for a Party as shall be specified by like notice made pursuant to this Section 8.5):


 


(i)               if
to the Stockholders, to:


 


c/o Vista Equity Partners Management, LLC


Four Embarcadero Center, 20th Floor


San Francisco, California 94111


 


	 	Attention: 	Susie Choi
	 	 	Christina Lema
	 	 	 
	 	Email:	schoi@vistaequitypartners.com
	 	 	clema@vistaequitypartners.com







 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022


 


	 	Attention:	Daniel Wolf, P.C.
	 	 	David M. Klein, P.C.
	 	 	Chelsea Darnell
	 	 	 
	 	Email:	daniel.wolf@kirkland.com
	 	 	dklein@kirkland.com
	 	 	chelsea.darnell@kirkland.com



 






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(ii)              if
to Parent, to:


 


Project Polaris Holdings, LP


c/o Thoma Bravo, L.P.


600 Montgomery Street, 20th Floor


San Francisco, California 94111


 


	 	Attention:	Seth Boro
	 	 	Kenneth J. Virnig, II
	 	 	 
	 	Email:	sboro@thomabravo.com
	 	 	cvirnig@thomabravo.com



 


with a copy (which shall not constitute notice) to:


 


Goodwin Procter LLP


100 Northern Avenue


Boston, Massachusetts 02210


 


	 	Attention:	Joshua M. Zachariah
	 	 	David Johanson
	 	 	Joseph C. Theis, Jr.
	 	 	 
	 	Email:	jzachariah@goodwinlaw.com
	 	 	djohanson@goodwinlaw.com
	 	 	jtheis@goodwinlaw.com



 


(iii)             if
to Company, to:


 


Ping Identity Holding Corp.

1001 17th Street, Suite 100

Denver, Colorado 80202


 


	 	Attention:	Andre Durand
	 	 	Raj Dani
	 	 	Shalini Sharma
	 	 	 
	 	Email:	adurand@pingidentity.com
	 	 	rajdani@pingidentity.com
	 	 	ssharma@pingidentity.com



 


with a copy (which shall not constitute notice) to:


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022


	 	Attention:	Daniel Wolf, P.C.
	 	 	David M. Klein, P.C.
	 	 	Chelsea Darnell
	 	 	 
	 	Email:	daniel.wolf@kirkland.com
	 	 	dklein@kirkland.com
	 	 	chelsea.darnell@kirkland.com



 






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8.6              Enforcement; Exclusive Jurisdiction. 


 


(a)              The
rights and remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties
agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to
which they are entitled at law or in equity. Parent hereby agrees that specific performance or injunctive relief pursuant to this Section
8.6(a) shall be its sole and exclusive remedy with respect to breaches or threatened breaches by any Stockholder in connection
with this Agreement, and neither Parent nor any of its Affiliates may pursue or accept any other form of relief (including monetary
damages or reimbursement, whether in law or equity) that may be available for breach of this Agreement. 


 


(b)              In addition, each of the parties (i) consents to submit itself, and hereby submits
itself, to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware,
or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having subject matter jurisdiction,
in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and agrees
not to plead or claim any objection to the laying of venue in any such court or that any judicial proceeding in any such court has been
brought in an inconvenient forum, (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in
the State of Delaware, or, if neither of such courts has subject matter jurisdiction, any state court of the State of Delaware having
subject matter jurisdiction and (iv) consents to service of process being made through the notice procedures set forth in Section
8.5.


 


8.7              Waiver
of Jury Trial. EACH OF THE PARTIES HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


8.8              Documentation
and Information. Each Stockholder consents to and authorizes the publication and disclosure by Parent and the Company of such Stockholder’s
identity and holding of the Covered Shares, and the terms of this Agreement (including, for the avoidance of doubt, the disclosure of
this Agreement), in any press release, the Proxy Statement and any other disclosure document required in connection with the Merger Agreement,
the Merger and the Transactions. 


 






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8.9              Further Assurances. Each Stockholder agrees, from time to time, at the reasonable
request of Parent and without further consideration, to execute and deliver such additional documents and take all such further action
as may be reasonable required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated
by this Agreement.


 


8.10            Entire Agreement. This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. For
the avoidance of doubt, nothing in this Agreement shall be deemed to amend, alter or modify, in any respect, any of the provisions of
the Merger Agreement.


 


8.11            Reliance. Each Stockholder understands and acknowledges that Parent and Merger Sub
are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.


 


8.12            Interpretation. The words “hereof”, “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits
and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby
incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule
but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as
well as to the feminine and neuter genders of such term. Whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are
in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing,
typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed
to refer to such statute and to any rules or regulations promulgated thereunder. References to any Person include the successors and permitted
assigns of that Person. References from or through any date mean, unless otherwise specified, from and including such date or through
and including such date, respectively. References to any period of days will be deemed to be to the relevant number of calendar days unless
otherwise specified. The parties agree that they have been represented by counsel during the negotiation, drafting, preparation and execution
of this Agreement and, therefore, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed
as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of
the authorship of any of the provisions of this Agreement.


 


8.13            Assignment. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto in whole or in part (whether by operation of Law or otherwise) without the prior
written consent of the other parties, and any such assignment without such consent shall be null and void. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.


 






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8.14            Severability. If any term or other provision of this Agreement is held by a court
of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the
terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated,
so long as the economic and legal substance of the transactions contemplated hereby, taken as a whole, is not affected in a manner materially
adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby be consummated as originally contemplated to the fullest extent possible.


 


8.15            Counterparts. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement, it being understood that each party hereto need not sign the same counterpart. This
Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties. Signatures
delivered electronically or by facsimile shall be deemed to be original signatures.


 


8.16            Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW
OF ANY OTHER STATE.


 


8.17            Non-Survival of Representations and Warranties. None of the representations and warranties
in this Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Effective Time
or the termination of this Agreement. This Section 8.17 shall not limit any covenant or agreement contained in this Agreement that
by its terms is to be performed in whole or in part after the Effective Time or the termination of this Agreement.


 


8.18            Termination. This Agreement shall automatically terminate without further action
by any of the parties hereto and shall have no further force or effect as of the earlier of (a) the Expiration Time, (b) a Company Board
Recommendation Change in accordance with Section 5.3(c)(i) of the Merger Agreement or (c) with respect to any Stockholder, the election
of such Stockholder in its sole discretion to terminate this Agreement promptly following any amendment of any term or provision of the
original unamended Merger Agreement dated as of the date hereof that reduces or changes the form of consideration payable pursuant to
such Merger Agreement; provided that the provisions of this Section 8 shall survive any such termination. Notwithstanding
the foregoing, termination of this Agreement shall not prevent any party hereto from seeking any remedies (at law or in equity) against
any other party for that party’s breach of any of the terms of this Agreement prior to the date of termination. 


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	PROJECT POLARIS HOLDINGS, LP
	 	 
	 	By:	/s/ Seth Boro
	 	 	Name:  Seth Boro
	 	 	Title:   President




 


[Signature Page to Voting and Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	VISTA EQUITY PARTNERS FUND VI,
    L.P.
	 	 
	 	By: 	Vista Equity Partners Fund VI GP, L.P.
	 	Its: 	General Partner
	 	 
	 	By:	 VEPF VI GP, Ltd.
	 	Its:	 General Partner
	 	 
	 	By:	/s/ Robert F. Smith
	 	 	Name:	Robert F. Smith
	 	 	Title:	Director
	 	 
	 	VISTA EQUITY PARTNERS FUND VI-A, L.P.
	 	 
	 	By:	 Vista Equity Partners Fund VI GP, L.P.
	 	Its:	General Partner
	 	 
	 	By:	 VEPF VI GP, Ltd.
	 	Its:	 General Partner
	 	 
	 	By:	/s/ Robert F. Smith
	 	 	Name:	 Robert F. Smith
	 	 	Title:	Director
	 	 
	 	VEPF VI FAF, L.P.
	 	 
	 	By:	Vista Equity Partners Fund VI GP, L.P.
	 	Its:	General Partner
	 	 
	 	By:	VEPF VI GP, Ltd.
	 	Its:	General Partner
	 	 
	 	By:	/s/ Robert F. Smith
	 	 	Name:	Robert F. Smith
	 	 	Title:	Director




 


[Signature Page to Voting and Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	PING IDENTITY HOLDING CORP.
	 	 
	 	By:	 /s/ Andre Durand
	 	 	Name:	Andre Durand
	 	 	Title:	Chief Executive Officer




 


[Signature Page to Voting and Support Agreement]


 






     


     


    

 


Schedule A


 


	Stockholder	 	Shares
    of Company Stock	 
	Vista Equity Partners Fund VI, L.P.	 	 	5,157,145.00	 
	Vista Equity Partners Fund VI-A, L.P.	 	 	3,115,448.00	 
	VEPF VI FAF, L.P	 	 	62,757.00