Amendment to Investment Agreement, dated as of September 24, 2020, by and between Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP

(g)  Notwithstanding anything to the contrary in subparagraph (a) above, the Bain Group shall not have a right to nominate (i) a second member to the Board of Directors at any annual shareholder meeting where a Bain Designee is up for re-election and, as of the record date, the Bain Group collectively Beneficially Owns a number of shares of Company Common Stock (calculated assuming an initial Conversion Price equal to $21.39) less than 9.09%, even if the Bain Group has otherwise met the Tier I Minimum Ownership Threshold, or (ii) any member to the Board of Directors at any annual shareholder meeting where a Bain Designee is up for re-election and, as of the record date, the Bain Group collectively Beneficially Owns a number of shares of Company Common Stock (calculated assuming an initial Conversion Price equal to $21.39) less than 4.0%, even if the Bain Group has otherwise met the Tier II Minimum Ownership Threshold.  In the event the nomination rights set forth in this Section 4.07 are deemed to violate Nasdaq Global Select Market listing requirements, the parties agree to renegotiate such provisions in good faith.  In the event that the Bain Group shall not be entitled to nominate a member to the Board of Directors as a result of the preceding sentence, but continues to meet the Tier I Minimum Ownership Threshold or Tier II Minimum Ownership Threshold, as applicable, the Purchaser may, in its sole discretion, appoint a Bain Designee as an observer to the Board of Directors, provided that in such case such observer may be excluded from any meeting of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee of the Board of Directors, in the sole discretion of such respective committee.  The Purchaser shall not have a right to appoint a Bain Designee as an observer to the Board of Directors pursuant to the preceding sentence during any such time as the Bain Group’s collective Beneficial Ownership of Company Common Stock is less than the Tier II Minimum Ownership Threshold or Tier I Minimum Ownership Threshold, as applicable.    

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto or by their respective duly authorized officers, all as of the date first above written.