Exhibit 4.9
SEVENTH AMENDMENT
TO
FIRST AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT
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”).
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, as amended by that certain First Amendment to First Amended and Restated Investors’ Rights Agreement, dated May 25, 2016, that certain Second Amendment to First Amended and Restated Investors’ Rights Agreement, dated November 23, 2016, that certain Third Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 31, 2017, that certain Fourth Amendment to First Amended and Restated Investors’ Rights Agreement, dated January 16, 2018, that certain Fifth Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 12, 2018, and that certain Sixth Amendment to First Amended and Restated Investors’ Rights Agreement, dated September 16, 2019 (the “Agreement”).
WHEREAS, the Parties wish to (1) expand the definition of “Registrable Securities”, as defined in the Agreement, to include shares of Common Stock (as defined in the Agreement) purchased pursuant to that certain Non-Voting Common Stock Purchase Agreement dated as of the Effective Date, by and between the Company and Salesforce Ventures LLC, 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”), (E) that certain Common Stock
