Shares SAILPOINT TECHNOLOGIES HOLDINGS, INC. COMMON STOCK ($0.0001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • New York
This letter is being delivered to you in connection with the offering by SailPoint Technologies Holdings, Inc. (the “Company”) and [insert selling stockholders] (the “Selling Stockholders”) of shares of common stock, $0.0001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 2017 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”).
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 14th, 2017 • Sailpoint Technologies Holdings, Inc. • Services-prepackaged software • Texas
THIS AMENDED AND RESTATED 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 Howard Greenfield, 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 fu
AMENDED AND RESTATED EARLY EXERCISE INCENTIVE STOCK OPTION AGREEMENT UNDER THE SAILPOINT TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED 2015 STOCK OPTION PLANEarly 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 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit 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”).
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
AMENDED AND RESTATED SENIOR MANAGEMENT AND RESTRICTED STOCK AGREEMENT (Kevin Cunningham)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 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 shal
