0001193125-20-187868 Sample Contracts

NCINO, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software • New York
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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the day of July, 2020, by and between nCino, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software • North Carolina

THIS EMPLOYMENT AGREEMENT (the “Agreement”), by and between nCino, Inc., a Delaware corporation (the “Company”), and Josh Glover (“You” or “Your”) (each, a “Party” and collectively, the “Parties”), is entered into and effective as of July 6, 2020 (the “Effective Date”).

SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

THIS SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the 30th day of September, 2019 (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”).

SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

THIS SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the 16th day of September, 2019 (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”).

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

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”).

FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

THIS FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the 12th day of July, 2018 (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”).

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the 31st day of July, 2017 (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”).

FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective as of the 16th day of January, 2018 (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”).

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • July 6th, 2020 • Ncino, Inc. • Services-prepackaged software

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”).

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