FIRST AMENDED AND RESTATED
INVESTORS RIGHTS AGREEMENT
THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this Amendment) is made as of the 23rd day of November, 2016 and effective as of the date on which the transactions contemplated by the Offer to Purchase (as defined below) are consummated, by and among nCino, Inc., a Delaware corporation (the Company) and the Investors (as defined in the Agreement, as defined below) party hereto (collectively with the Company, the Parties).
WHEREAS, the Company and certain of the Investors had previously entered into that certain First Amended and Restated Investors Rights Agreement, dated as of February 12, 2015, as amended by that certain First Amendment to First Amended and Restated Investors Rights Agreement, dated May 25, 2016 (the Agreement).
WHEREAS, certain Insight Investors and their Affiliates have offered to purchase shares of Common Stock from other stockholders of the Company pursuant to an Offer to Purchase, dated on or about the date hereof (the Offer to Purchase).
WHEREAS, the Parties wish to expand the definition of Registrable Securities as defined in the Agreement to include Common Stock (as defined in the Agreement) purchased pursuant to the Offer to Purchase and effect other revisions to the Agreement to reflect the additional equity interest acquired by the Insight Investors and their Affiliates in connection with such tender offer.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:
1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
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The Parties hereby agree to amend the Agreement by amending and restating Section 1.22 in its entirety as follows:
1.22 Registrable Securities means (i) any Common Stock issued to, or purchased by, the Investors pursuant to (A) the Purchase Agreement, (B) that certain Purchase and Sale Agreement dated as of February 12, 2015 by and among the Insight Investors, SunTrust Banks, Inc. (or any affiliates thereof), the Company and Live Oak Bancshares, Inc., (C) that certain Common Stock Purchase Agreement dated as of May 25, 2016, by and among the Company and the Purchasers listed on Exhibit A thereto (the 2016 Primary Purchase Agreement), (D) that certain Purchase and Sale Agreement dated as of May 25, 2016, by and among the Company and the stockholders and Purchaser listed on Exhibit A thereto