FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Exhibit 4.3
Execution Version
FIRST AMENDMENT
TO
FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of the 25th day of May, 2016 (the “Effective Date”), 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”).
RECITALS
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 (the “Agreement”).
WHEREAS, the Parties wish to (1) expand the definition of “Registrable Securities” as defined in the Agreement to include Common Stock (as defined in the Agreement) purchased pursuant to (i) that certain Common Stock Purchase Agreement dated as of the Effective Date, by and among the Company and the Purchasers listed on Exhibit A thereto (“Primary SPA”) and (ii) that certain Purchase and Sale Agreement dated as of the Effective Date, by and among the Company and the stockholders and Purchaser listed on Exhibit A thereto (“Secondary SPA”) and (2) allow for additional Investors.
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:
AGREEMENT
1. Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
2. Amendment.
(a) 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 (the “2016 Secondary Purchase Agreement”), or (E) that certain Common Stock Purchase Agreement dated as of January 28, 2014 by and between the Company and the Investors listed on Exhibit A thereto; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.”
(b) The Parties hereby agree to amend the Agreement by amending and restating Section 6.13 in its entirety as follows:
“6.13 Additional Investors. Notwithstanding anything to the contrary contained herein, any purchaser of shares of Common Stock on or after the date hereof pursuant to the Purchase Agreement, the 2016 Primary Purchase Agreement or the 2016 Secondary Purchase Agreement may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. Immediately thereafter, Schedule A to this Agreement will be amended to list the new Investors hereunder.”
(c) The Parties hereby agree to amend the Agreement by amending and restating Schedule A to the Agreement in its entirety with the Schedule A attached hereto.
3. Effect of Amendment. Except as amended and/or modified by this Amendment, the Agreement is hereby ratified and confirmed and all other terms of the Agreement are and shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall govern and control. This Amendment shall be effective upon the full execution of the Primary SPA and Secondary SPA.
4. Counterparts. This Amendment (i) may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document and (ii) may be executed by facsimile or PDF signatures. All counterparts shall be construed together and shall constitute one agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
| NCINO, INC. | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | CEO | |
[SIGNATURE PAGE TO FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
| INVESTORS: | ||
| Ithan Creek Master Investors (Cayman) L.P. | ||
| By: Wellington Management Company LLP, as investment adviser | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director and Counsel | |
| Wolf Creek Investors (Bermuda) L.P. | ||
| By: Wellington Management Company LLP, as investment adviser | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director and Counsel | |
| Wolf Creek Partners, L.P. | ||
| By: Wellington Management Company LLP, as investment adviser | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director and Counsel | |
| Bay Pond Investors (Bermuda) L.P. | ||
| By: Wellington Management Company LLP, as investment adviser | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director and Counsel | |
| Bay Pond Partners, L.P. | ||
| By: Wellington Management Company LLP, as investment adviser | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxx | |
| Title: | Managing Director and Counsel | |
[SIGNATURE PAGE TO AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
|
INSIGHT VENTURE PARTNERS IX, L.P. | ||
| By: | Insight Venture Associates IX, L.P. | |
| Its: | General Partner | |
| By: | Insight Venture Associates IX, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Officer | |
Address:
c/o Insight Venture Partners
1114 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel. 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxx.xxx
|
INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. | ||
| By: | Insight Venture Associates IX, L.P. | |
| Its: | General Partner | |
| By: | Insight Venture Associates IX, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Officer | |
Address:
c/o Insight Venture Partners
1114 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel. 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxx.xxx
[SIGNATURE PAGE TO AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
|
INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P. | ||
| By: | Insight Venture Associates IX, L.P. | |
| Its: | General Partner | |
| By: | Insight Venture Associates IX, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Officer | |
Address:
c/o Insight Venture Partners
1114 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel. 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxx.xxx
|
INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. | ||
| By: | Insight Venture Associates IX, L.P. | |
| Its: | General Partner | |
| By: | Insight Venture Associates IX, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx | |
| Title: | Authorized Officer | |
Address:
c/o Insight Venture Partners
1114 Avenue of the Xxxxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Tel. 000-000-0000
xxxxxxxx@xxxxxxxxxxxxxxx.xxx
[SIGNATURE PAGE TO AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
| SUNTRUST BANKS, INC. | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx | |
| Title: | Senior Vice President | |
| Address: | ||
| 000 Xxxxxxxxx Xxxxxx | ||
| 00xx Xxxxx | ||
| Xxxxxxx, XX 00000 | ||
| Attn: Xxxxxxx Xxxxxxxx | ||
| Tel. 000-000-0000 | ||
| Fax. 000-000-0000 | ||
| xxxxxxx.xxxxxxxx@xxxxxxxx.xxx | ||
[SIGNATURE PAGE TO AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
| XXXXXXXXXX.XXX, INC. | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | EVP, Corporate Development and Salesforce Ventures | |
| Address: | ||
| xxxxxxxxxx.xxx, inc. | ||
| The Landmark @ Xxx Xxxxxx Xxxxxx, Xxxxx 000 | ||
| Xxx Xxxxxxxxx, XX 00000 | ||
| Attn: Xxxx Xxxxxxxx, EVP, Corporate Development and Salesforce Ventures | ||
[SIGNATURE PAGE TO AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]
SCHEDULE A
Investors
| Legal Entity Name and Address |
| Ithan Creek Master Investors (Cayman) L.P. |
| c/o Wellington Management Company, LLP |
| 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, Xxxxxxxxxxxxx 00000 |
| Attn: Legal & Compliance Department |
| Facsimile Number: 000-000-0000 |
| Email: xxxxxx@xxxxxxxxxx.xxx |
| Wolf Creek Investors (Bermuda) L.P. |
| c/o Wellington Management Company, LLP |
| 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, Xxxxxxxxxxxxx 00000 |
| Attn: Legal & Compliance Department |
| Facsimile Number: 000-000-0000 |
| Email: xxxxxx@xxxxxxxxxx.xxx |
| Wolf Creek Partners, L.P. |
| c/o Wellington Management Company, LLP |
| 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, Xxxxxxxxxxxxx 00000 |
| Attn: Legal & Compliance Department |
| Facsimile Number: 000-000-0000 |
| Email: xxxxxx@xxxxxxxxxx.xxx |
| Bay Pond Investors (Bermuda) L.P. |
| c/o Wellington Management Company, LLP |
| 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, Xxxxxxxxxxxxx 00000 |
| Attn: Legal & Compliance Department |
| Facsimile Number: 000-000-0000 |
| Email: xxxxxx@xxxxxxxxxx.xxx |
| Bay Pond Partners, L.P. |
| c/o Wellington Management Company, LLP |
| 000 Xxxxxxxx Xxxxxx |
| Xxxxxx, Xxxxxxxxxxxxx 00000 |
| Attn: Legal & Compliance Department |
| Facsimile Number: 000-000-0000 |
| Email: xxxxxx@xxxxxxxxxx.xxx |
| Insight Venture Partners IX, L.P |
| c/o Insight Venture Partners |
| 1114 Avenue of the Xxxxxxxx |
| 00xx Xxxxx |
| Xxx Xxxx, XX 00000 |
| Attn: Xxxxx Xxxxxxx |
| Tel. 000-000-0000 |
| xxxxxxxx@xxxxxxxxxxxxxxx.xxx |
| Insight Venture Partners (Cayman) IX, L.P. |
| c/o Insight Venture Partners |
| 1114 Avenue of the Xxxxxxxx |
| 00xx Xxxxx |
| Xxx Xxxx, XX 00000 |
| Attn: Xxxxx Xxxxxxx |
| Tel. 000-000-0000 |
| xxxxxxxx@xxxxxxxxxxxxxxx.xxx |
| Insight Venture Partners IX (Co-Investors), L.P. |
| c/o Insight Venture Partners |
| 1114 Avenue of the Xxxxxxxx |
| 00xx Xxxxx |
| Xxx Xxxx, XX 00000 |
| Attn: Xxxxx Xxxxxxx |
| Tel. 000-000-0000 |
| xxxxxxxx@xxxxxxxxxxxxxxx.xxx |
| Insight Venture Partners (Delaware) IX, L.P. |
| c/o Insight Venture Partners |
| 1114 Avenue of the Xxxxxxxx |
| 00xx Xxxxx |
| Xxx Xxxx, XX 00000 |
| Attn: Xxxxx Xxxxxxx |
| Tel. 000-000-0000 |
| xxxxxxxx@xxxxxxxxxxxxxxx.xxx |
| SunTrust Banks, Inc. |
| 000 Xxxxxxxxx Xxxxxx |
| 00xx Xxxxx |
| Xxxxxxx, XX 00000 |
| Attn: Xxxxxxx Xxxxxxxx |
| Tel. 000-000-0000 |
| Fax. 000-000-0000 |
| Xxxxxxx.xxxxxxxx@xxxxxxxx.xxx |
| xxxxxxxxxx.xxx, inc. |
| The Landmark @ Xxx Xxxxxx Xxxxxx, Xxxxx 000 |
| Xxx Xxxxxxxxx, XX 00000 |
| Attn: Xxxx Xxxxxxxx |
| Accenture LLP |
| 000 Xxxxx Xxxxx Xx. |
| Xxxxxxx, XX 00000 |
| Attn: Xxxxx X. Moore |
| xxxxx.x.xxxxx@xxxxxxxxx.xxx |
| Regions Financial Corporation |
| Attn: Xxxxx X. Xxxxxx, Xx. |
| Senior Executive Vice President and Chief Financial Officer |
| 0000 0xx Xxx Xxxxx, 00xx Xxxxx |
| Xxxxxxxxxx, XX 00000x |
| Tel. 000-000-0000 |
| Xxxxx.Xxxxxx@Xxxxxxx.xxx |
