Ncino S-1/AIPO registration (amended)

Exhibit 4.4

Execution Version

SECOND AMENDMENT

TO

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”).

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 (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:

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.

“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 Purchase Agreement dated as of January 28, 2014 by and between the Company and the Investors listed on Exhibit A thereto or (F) that certain Offer to Purchase and Letter of Transmittal distributed to certain stockholders of the Company by the Insight Investors on or about November 23, 2016 (the “Offer to Purchase”); 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.”

“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, the 2016 Secondary Purchase Agreement or the Offer to Purchase 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.”

“So long as the Insight Investors hold, in the aggregate, (x) the number of Registrable Securities held by the Insight Investors as of November 23, 2016, plus (y) at least fifty percent (50%) of the Registrable Securities acquired by the Insight Investors pursuant to the Offer to Purchase (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), the Company hereby covenants and agrees with each of the Insight Investors that it shall not, and it shall not allow any subsidiary to, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the written consent of the holders of at least a majority of the shares of Registrable Securities then held by the Insight Investors:

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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 null and void if the transactions contemplated by the Offer to Purchase are not consummated

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]

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IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.

Address:

salesforce.com, inc.

The Landmark @ One Market Street, Suite 300

San Francisco, CA 94105

Attn: John Somorjai, EVP, Corporate Development and Salesforce Ventures

IN WITNESS WHEREOF, the Parties have executed this Second Amendment to First Amended and Restated Investors’ Rights Agreement as of the date first written above.