EX-4.1




 Exhibit 4.1 

Execution Version 
 FIRST
SUPPLEMENTAL INDENTURE 
 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. 

RECITALS 
 WHEREAS, the Company,
the issuer of the Notes under the Indenture, and the Trustee have heretofore executed and delivered the Indenture; 
 WHEREAS, the Company
is a party to that certain Agreement and Plan of Merger, dated as of April 10, 2022, by and among the Company, SailPoint Intermediate Holdings III, LP (f/k/a 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 (the “Merger Sub”) (the “Merger Agreement”), pursuant to which, and subject to
the terms and conditions contained in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company as the surviving entity (the “Merger”), and, in connection therewith, each share of Common Stock of the
Company that is outstanding immediately prior to the effective time of the Merger (other than shares of Common Stock (i) that are directly owned by the Company (as treasury stock or otherwise), Parent or Merger Sub, which shares of Common Stock
shall be cancelled and shall cease to exist (the “Cancelled Shares”) or (ii) held by holders of such shares of Common Stock who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and
who have properly exercised and validly perfected appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the Delaware General Corporation Law with respect to any such shares of Common Stock held by
any such holder (the “Dissenting Shares”)) shall, by virtue of the Merger, be converted automatically into the right to receive $65.25 in cash (the “Merger Consideration”), upon the terms and subject to the
conditions set forth in the Merger Agreement; 
 WHEREAS, the Merger Consideration is to be paid to each holder of shares of Common Stock
without interest thereon and less any applicable withholding taxes; 
 WHEREAS, the Merger has been consummated and each share of Common
Stock that was outstanding immediately prior to the effective time of the Merger (other than the Cancelled Shares and the Dissenting Shares) was converted automatically into the right to receive the Merger Consideration, in each case, on the date
hereof (the “Effective Date”), in accordance with the Merger Agreement and substantially concurrently with the execution and delivery of this Supplemental Indenture; 

WHEREAS, the consummation of the Merger as contemplated by the Merger Agreement constitutes a Fundamental Change, a Make-Whole Fundamental
Change and a Merger Event under the terms of the Indenture; 
 WHEREAS, Section 14.07(a) of the Indenture provides that the Company or
the Successor Entity, as the case may be, shall enter into a supplemental indenture with the Trustee under Section 10.01(g) of the Indenture, without the consent of the Holders of the Notes, providing that, for all conversions that occur at or
after the effective time of the Merger, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other
property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to such Merger would have owned or been entitled to receive upon such Merger; 

  
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 WHEREAS, the Company has requested that the Trustee join with it in the execution and
delivery of this Supplemental Indenture and, in accordance with Sections 10.05, 14.07(b) and 17.05 of the Indenture, has delivered an Officer’s Certificate to the Trustee and in accordance with Sections 10.05 and 17.05 of the Indenture, has
delivered an Opinion of Counsel to the Trustee, in each case, responsive to and in compliance with the matters stated therein; and 

WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its
terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects; 

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Supplemental Indenture, and the Company
and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders, as follows: 
 AGREEMENT 

SECTION 1. Capitalized Terms. 

Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Indenture. 

SECTION 2. Settlement upon Conversion. 

(a) In accordance with Section 14.07(a) of the Indenture, and from and after the effective time of the Merger, the right to convert each
$1,000 principal amount of Notes will be changed to a right to convert such principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder
of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger would have owned or been entitled to receive upon such Merger (the “Reference Property”), which shall be cash equal to approximately
$2,295.81 per $1,000 principal amount of Notes based on a Conversion Rate of 35.1849 and reflecting the right to receive $65.25 in cash for each share. Accordingly, any reference in respect of a Holders’ conversion rights to a share of Common
Stock in the Indenture shall be deemed a reference to a right to receive a cash amount equal to $65.25 and the provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the holders’ right to convert the
Notes into the Reference Property. 
 (b) Notwithstanding the foregoing, Holders that elect to convert their Notes at any time from the date
hereof (being the applicable Effective Date) up to, and including, the Business Day immediately prior to the Fundamental Change Repurchase Date to be specified in a Fundamental Change Company Notice to be delivered in connection with the Merger in
accordance with the Indenture, shall be entitled to receive consideration equal to approximately $2,318.75 per $1,000 principal amount of converted Notes based on an increased Conversion Rate of 35.5364, as adjusted in accordance with
Section 14.03 of the Indenture as a result of the Merger which constitutes a Make-Whole Fundamental Change. 
 SECTION 3. Notes. 

Each Note, with effect on and from the Effective Date, shall be deemed supplemented, modified and amended in such manner as necessary to make
the terms of such Notes consistent with the terms of the Indenture, as amended by this Supplemental Indenture. 
 SECTION 4. Ratification
and Effect. 
 Except as hereby expressly amended, the Indenture and the Notes are in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental
Indenture forms a part thereof. Each reference in the Indenture to “this Indenture,” 

  
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“hereunder,” “hereof,” or “herein,” and each reference in the Notes to “the Indenture,” “thereunder,” “thereof,” or “therein”
shall mean and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. Additionally, each reference in the Notes to “this Note,” “hereunder,”
“hereof,” or “herein,” and each reference in the Indenture to “the Notes,” “thereunder,” “thereof,” or “therein” shall mean and be a reference to the Notes as amended and supplemented by
this Supplemental Indenture unless the context otherwise requires. The Indenture as amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of the Notes heretofore
or hereafter authenticated and delivered under the Indenture as supplemented by this Supplemental Indenture shall be bound thereby. 

SECTION 5. Responsibility of the Trustee. 

(a) The recitals in the Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any
determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement such amendments and waivers, including those contained herein, and shall be entitled to conclusively rely on the
documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee. 
 (b) In acting
under or in connection with this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not
elsewhere herein so provided. 
 SECTION 6. Governing Law; Jurisdiction; Waiver of Jury Trial. 

The provisions of Sections 17.04 and 17.13 of the Indenture shall apply to this Supplemental Indenture mutatis mutandis. 

SECTION 7. Severability. 
 In
the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or
impaired. 
 SECTION 8. Conflicts. 

To the extent of any inconsistency between the terms of the Indenture or the Notes and this Supplemental Indenture, the terms of this
Supplemental Indenture will control. 
 SECTION 9. Execution in Counterparts. 

This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic transmission shall constitute
effective execution and delivery of this Supplemental Indenture as to the other parties hereto shall be deemed to be their original signatures for all purposes. 

SECTION 10. Miscellaneous. 

This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth
herein. All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors. The section headings are for convenience only and shall not affect the construction hereof. 

[Signature page follows] 

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

			
	ISSUER:
	
	SAILPOINT TECHNOLOGIES HOLDINGS, INC.
		
	By:	 	/s/Chris Schmitt
		 	Name: Chris Schmitt
		 	Title: Senior Vice President, General Counsel and Secretary
	
	TRUSTEE:
	
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (AS SUCCESSOR TO U.S. BANK NATIONAL ASSOCIATION)
		
	By:	 	/s/Michelle Mena-Rosado
		 	Name: Michelle Mena-Rosado
		 	Title: Vice President



  
 [Signature Page to
First Supplemental Indenture]