Sailpoint Technologies Holdings, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 20th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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SAILPOINT TECHNOLOGIES HOLDINGS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 24, 2019 0.125% Convertible Senior Notes due 2024
Indenture • September 25th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

INDENTURE dated as of September 24, 2019 between SAILPOINT TECHNOLOGIES HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

AGREEMENT AND PLAN OF MERGER by and among PROJECT HOTEL CALIFORNIA HOLDINGS, LP PROJECT HOTEL CALIFORNIA MERGER SUB, INC. and SAILPOINT TECHNOLOGIES HOLDINGS, INC. Dated as of April 10, 2022
Agreement and Plan of Merger • April 11th, 2022 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 10, 2022 by and among Project Hotel California Holdings, LP, a Delaware limited partnership (“Parent”), Project Hotel California Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.” All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A.

CREDIT Agreement
Credit Agreement • March 15th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

THIS CREDIT AGREEMENT, dated as of March 11, 2019 (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among SAILPOINT TECHNOLOGIES HOLDINGS, INC., as Holdings, SAILPOINT TECHNOLOGIES, INC., as the Borrower, the other Loan Parties party hereto from time to time, the Lenders party hereto from time to time, the Issuing Banks party hereto from time to time, and CITIBANK, N.A., as the Administrative Agent.

12,500,000] Shares SAILPOINT TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • August 13th, 2018 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York
FORM OF SAILPOINT TECHNOLOGIES HOLDINGS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and you:

FORM OF AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 19th, 2018 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of [●], 2017, by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and [●], an individual (the “Purchaser”). This Agreement amends and restates that certain Restricted Stock Agreement by and among the Parent, the Company and the Executive dated December 15, 2014, as amended from time to time (the “Original Agreement”). December 15, 2014, the effective date of the Original Agreement, is referred to herein as the “Grant Date.” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “Amendment Effective Date”), and the Original Agreement shall remain in full force and effect u

Agreement and Plan of Merger by and among SailPoint Technologies, Inc., Whaler Merger Sub, Inc., Orkus, Inc., and, as to Sections 1.4, 5.4, 5.21, 5.22, 7.3 and 7.4 and Articles VIII and IX only, Aspect Ventures II, L.P. as agent for the Company...
Agreement and Plan of Merger • October 16th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of October 7, 2019 (the “Agreement Date”), by and among SailPoint Technologies, Inc., a Delaware corporation (“Acquiror”), Whaler Merger Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Acquiror (“Merger Sub”), Orkus, Inc., a Delaware corporation (the “Company”), and, as to Sections 1.4, 5.4, 5.21, 5.22, 7.3 and 7.4 and Articles VIII and IX only, Aspect Ventures II, L.P., a Delaware limited partnership, solely in its capacity as agent for the Company Holders (the “Company Holders’ Agent”).

FORM OF SAILPOINT TECHNOLOGIES HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and you;

RESTRICTED STOCK AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC.
Restricted Stock Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

Pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan (the “Plan”), SailPoint Technologies Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is an officer, employee, director, consultant or other key person of the Company or any of the Subsidiaries, the Shares (as defined below) at the Per Share Purchase Price, which represents the fair market value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $[ ] in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mer

AMENDED AND RESTATED EARLY EXERCISE INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED 2015 STOCK OPTION PLAN
Early Exercise Incentive Stock Option Agreement • November 14th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Amended and Restated Early Exercise Incentive Stock Option Agreement (this “Agreement”) is made by and between the Optionee and SailPoint Technologies Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), effective as of the Amendment Date and pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan, as amended and restated (the “Plan”). This Agreement amends and restates that certain Incentive Stock Option Agreement by and between the Optionee and the Company entered into pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan, (the “Original Agreement”) whereby the Company granted to the Optionee, who was an employee of the Company or any of its Subsidiaries as of the Grant Date, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per

FORM OF CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Confidential Separation Agreement • February 25th, 2021 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

This Confidential Separation Agreement and General Release of Claims (this “Agreement”) is entered into by [_________] (“Employee”) and SailPoint Technologies Holdings, Inc. (“HoldCo”, and together with its subsidiaries and affiliates, including SailPoint Technologies, Inc. (“Employer”), collectively referred to herein as the “SailPoint Entities” and each individually, a “SailPoint Entity”) as of the Effective Date (as defined below).

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC.
Non-Qualified Stock Option Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

Pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan (the “Plan”), SailPoint Technologies Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated above of which (i) [ ] shares of such Common Stock are referred to herein as “Time-Vested Option Shares” and (ii) [ ] shares of such Common Stock are referred to herein as “Performance-Vested Option Shares” (together, the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditio

INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC.
Incentive Stock Option Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

Pursuant to the SailPoint Technologies Holdings, Inc. 2015 Stock Option and Grant Plan (the “Plan”), SailPoint Technologies Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated above of which (i) [ ] shares of such Common Stock are referred to herein as “Time-Vested Option Shares” and (ii) [ ] shares of such Common Stock are referred to herein as “Performance-Vested Option Shares” (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “

FORM OF SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • November 14th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is made and entered into as of November [ ], 2017, by and among SAILPOINT TECHNOLOGIES, INC., a Delaware corporation, as Company, SAILPOINT TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor, the other Credit Parties party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA (“GSB”), as Administrative Agent (in such capacity, “Administrative Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 20th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 8, 2014, by and among (i) SAILPOINT TECHNOLOGIES HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) THOMA BRAVO FUND XI, L.P., a Delaware limited partnership, THOMA BRAVO EXECUTIVE FUND XI, L.P., a Delaware limited partnership (collectively, “TB” or the “Investor”), (iii) each of the Persons listed as Executives on the Schedule of Holders attached hereto as Exhibit A (collectively, the “Executives”), and (iv) each other Person signatory hereto from time to time (such Persons, together with the Investor and the Executives are referred to herein individually as a “Stockholder” and collectively as the “Stockholders”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 11th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of September 8, 2014, by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), Thoma Bravo Fund XI, L.P., a Delaware limited partnership (“Fund XI”), Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership (“Fund XI-A”), Thoma Bravo Executive Fund XI, L.P. (“Executuve Fund XI”, and collectively with Fund XI and Fund XI-A, “TB”), the Management Stockholders and each other Person signatory hereto from time to time (each of the foregoing stockholders of the Company referred to herein individually as a “Stockholder” and collectively as the “Stockholders”).

LEASE
Lease • October 20th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

building, plumbing, and electrical codes and the requirements of any authority having jurisdiction over, or with respect to, such Leasehold Improvements. All reasonable third-party costs incurred by Landlord in reviewing the CD’s shall be paid by Tenant to Landlord with funds from the Improvement Allowance or other source (at Tenant’s sole discretion) within 10 days after receipt by Tenant of a statement of such costs. Landlord’s approval of the CD’s is not a representation that: (i) such CD’s are in compliance with all applicable Laws; or (ii) the CD’s or design is sufficient for the intended purposes. Tenant shall be responsible for all elements of the design of the CD’s (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval thereof or of Tenant’s plans therefor shall in no event relieve Tenant of

FORM OF SAILPOINT TECHNOLOGIES HOLDINGS, INC. 2017 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 18th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and you;

FORM OF AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (Kevin Cunningham)
Management and Restricted Stock Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of [•], 2017 by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and Kevin Cunningham, an individual (the “Employee”). This Agreement amends and restates that certain Senior Management and Restricted Stock Agreement by and among the Parent, the Company and the Employee dated September 8, 2014 (the “Original Agreement”). September 8, 2014, the effective date of the Original Agreement, is referred to herein as the “Effective Date.” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “Amendment Effective Date”), and the Original Agreement shall remai

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • September 18th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 18, 2019, by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (“Holdings”), SailPoint Technologies, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and certain Lenders party to the Credit Agreement referred to below.

DIRECTOR PURCHASE AGREEMENT
Director Purchase Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS DIRECTOR PURCHASE AGREEMENT (this “Agreement”) is made as of , by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Parent”), SailPoint Technologies, Inc., a Delaware corporation (“SailPoint” and together with Parent, the “Company”), Thoma Bravo Fund XI, L.P., a Delaware limited partnership (“Fund XI”), Thoma Bravo Fund XI-A, L.P., a Delaware limited partnership (“Fund XI-A”), and Thoma Bravo Executive Fund XI, L.P., a Delaware limited partnership (“Executive Fund” and collectively with Fund XI and Fund XI-A, “TB”), and , an individual (the “Director”).

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THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 21st, 2018 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2018, by and among SAILPOINT TECHNOLOGIES, INC., a Delaware corporation, as Company, SAILPOINT TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor, the other Credit Parties party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA (“GSB”), as Administrative Agent (in such capacity, “Administrative Agent”).

SEPARATION AGREEMENT
Separation Agreement • February 24th, 2020 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

This Separation Agreement is entered into between SailPoint Technologies, Inc., a Delaware corporation, together with its parent and affiliated companies (collectively referred to herein as “Company”) and James C. McMartin (“Employee”). SailPoint Technologies Holdings, Inc., a Delaware corporation and indirect parent of Company, is referred to herein as “SAIL”. In consideration of the mutual promises set forth below, Company and Employee agree as follows:

SAILPOINT TECHNOLOGIES HOLDINGS, INC. RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • March 18th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Share Units (“Notice of Grant”) by and between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and you;

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 18th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

This First Amendment to Registration Rights Agreement (this “Amendment”) is made as of December 21, 2018 by and among SailPoint Technologies Holdings, Inc. (the “Company”), and the undersigned, which constitute a majority of the holders of Investor Registrable Securities (the “Requisite Holders”).

FIRST AMENDMENT TO OFFICE LEASE
Office Lease • October 20th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software

This First Amendment to Office Lease (this “Amendment”) is entered into as of May 28, 2013, but effective as of May 1, 2013 (the “Effective Date”) by and between NEW TPG-FOUR POINTS, L.P., a Texas limited partnership (the “Landlord”), as landlord, and SAILPOINT TECHNOLOGIES, INC., a Delaware corporation (the “Tenant”), as tenant, with reference to the following facts:

EARLY EXERCISE INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED 2015 STOCK OPTION PLAN
Early Exercise Incentive Stock Option Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

Pursuant to the SailPoint Technologies Holdings, Inc. Amended and Restated 2015 Stock Option Plan (the “Plan”), SailPoint Technologies Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of the Company indicated above of which (i) shares of such Common Stock are referred to herein as “Time-Vested Option Shares” and (ii) shares of such Common Stock are referred to herein as “Performance-Vested Option Shares” (together, the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agre

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of [ ], 2014 (the “Effective Date”), by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and [ ], an individual (the “Purchaser”).

FOUR POINTS CENTRE BUILDING I OFFICE LEASE by and between NEW TPG-FOUR POINTS, L.P. and SAILPOINT TECHNOLOGIES, INC. Dated: July 3, 2012
Office Lease • October 20th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

This lease summary is made a part of the Lease and it shall be incorporated into the provisions thereof; provided, however, that to the extent that there exists a conflict between this lease summary and the Lease, the Lease shall govern.

Amendment No. 1 to Amended and Restated Senior Management and Restricted Stock Agreement
Management and Restricted Stock Agreement • August 6th, 2019 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

This Amendment No. 1 (“Amendment”) to the Amended and Restated Senior Management and Restricted Stock Agreement by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (“Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and Mark McClain, an individual (the “Executive”), dated as of November 5, 2017 (the “Agreement”) is entered into by and between the Company and the Executive effective as of April 2, 2019.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • March 19th, 2018 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York

This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2017, by and among SAILPOINT TECHNOLOGIES, INC., a Delaware corporation, as Company, SAILPOINT TECHNOLOGIES INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, as a Guarantor, the other Credit Parties party hereto, the Lenders party hereto and GOLDMAN SACHS BANK USA (“GSB”), as Administrative Agent (in such capacity, “Administrative Agent”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 16th, 2022 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software

FIRST SUPPLEMENTAL INDENTURE, dated as of August 16, 2022 (this “Supplemental Indenture”), between SailPoint Technologies Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), a national banking association organized under the laws of the United States, as trustee (the “Trustee”), to the Indenture, dated as of September 24, 2019, between such parties (the “Indenture”) governing the 0.125% Convertible Senior Notes due 2024 (the “Notes”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.

AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (Mark McClain)
Senior Management and Restricted Stock Agreement • November 14th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas

THIS AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (this “Agreement”) is dated as of November 5, 2017 by and among SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Parent”), SailPoint Technologies, Inc., a Delaware corporation (the “Company”), and Mark McClain, an individual (the “Executive”). This Agreement amends and restates that certain Senior Management and Restricted Stock Agreement by and among the Parent, the Company and the Executive dated September 8, 2014 (the “Original Agreement”). September 8, 2014, the effective date of the Original Agreement is referred to herein as the “Effective Date.” This Agreement is being entered into in anticipation of the Parent’s initial public offering of common stock. This Agreement shall become effective on the business day immediately preceding (but conditioned on) the closing of the Parent’s initial public offering of common stock (the “Amendment Effective Date”), and the Original Agreement shall r

EMPLOYEE PURCHASE AGREEMENT
Employee Purchase Agreement • November 6th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Delaware

THIS EMPLOYEE PURCHASE AGREEMENT (this “Agreement”) is made as of , 2014, between SailPoint Technologies Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Employee”).

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