EX-4.2





 Exhibit 4.2 

EXECUTION VERSION 
 FIRST
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 












 TABLE OF CONTENTS 
  

									
	 	  	 	  	Page	 
	1.	  	Definitions	  	 	1	 
			
	2.	  	Registration Rights	  	 	5	 
		  	2.1	  	Demand Registration	  	 	5	 
		  	2.2	  	Company Registration	  	 	6	 
		  	2.3	  	Underwriting Requirements	  	 	7	 
		  	2.4	  	Obligations of the Company	  	 	8	 
		  	2.5	  	Furnish Information	  	 	10	 
		  	2.6	  	Expenses of Registration	  	 	10	 
		  	2. 7	  	Delay of Registration	  	 	10	 
		  	2. 8	  	Indemnification	  	 	10	 
		  	2.9	  	Reports Under Exchange Act	  	 	13	 
		  	2.10	  	Limitations on Subsequent Registration Rights	  	 	13	 
		  	2.11	  	“Market Stand-off” Agreement	  	 	13	 
		  	2.12	  	Restrictions on Transfer	  	 	14	 
		  	2.13	  	Termination of Registration Rights	  	 	16	 
			
	3.	  	Information and Observer Rights	  	 	16	 
		  	3.1	  	Delivery of Financial Statements	  	 	16	 
		  	3.2	  	Inspection	  	 	17	 
		  	3.3	  	Observer Rights	  	 	17	 
		  	3.4	  	Termination of Information and Observer Rights	  	 	18	 
		  	3.5	  	Confidentiality	  	 	18	 
			
	4.	  	Rights to Future Stock Issuances	  	 	19	 
		  	4.1	  	Right of First Offer	  	 	19	 
		  	4.2	  	Termination	  	 	20	 
			
	5.	  	Additional Covenants	  	 	20	 
		  	5.1	  	Insurance	  	 	20	 
		  	5.2	  	Employee Agreements	  	 	20	 
		  	5.3	  	Employee Stock	  	 	20	 
		  	5.4	  	Qualified Small Business Stock	  	 	20	 
		  	5.5	  	Matters Requiring Approval of the Investors	  	 	21	 
		  	5.6	  	Board Matters	  	 	21	 
		  	5. 7	  	Successor Indemnification	  	 	21	 
		  	5.8	  	Expenses of Counsel	  	 	21	 
		  	5.9	  	FCPA	  	 	22	 
		  	5.10	  	Termination of Covenants	  	 	22	 
			
	6.	  	Miscellaneous	  	 	23	 
		  	6.1	  	Successors and Assigns	  	 	23	 
		  	6.2	  	Governing Law	  	 	23	 


  
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		  	6.3	  	Counterparts	  	 	23	 
		  	6.4	  	Titles and Subtitles	  	 	23	 
		  	6.5	  	Notices	  	 	24	 
		  	6.6	  	Amendments and Waivers	  	 	24	 
		  	6.7	  	Severability	  	 	25	 
		  	6.8	  	Aggregation of Stock	  	 	25	 
		  	6.9	  	Entire Agreement	  	 	25	 
		  	6.10	  	Dispute Resolution	  	 	25	 
		  	6.11	  	Delays or Omissions	  	 	26	 
		  	6.12	  	Acknowledgment	  	 	26	 
		  	6.13	  	Additional Investors	  	 	26	 

  

			
	Schedule A - Schedule of Investors


  
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 FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 12 day of February,
2015, by and among nCino, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s common stock listed on Schedule A hereto, each of which is referred to in this Agreement as an
“Investor”. 
 RECITALS 

WHEREAS, the Company and certain of the Investors had previously entered into that certain Investors’ Rights Agreement dated as of
January 28, 2014 (the “2014 Rights Agreement”) pursuant to which the Company granted such Investors certain rights; and 

WHEREAS, an amendment to the 2014 Rights Agreement was executed as of August 4, 2014; 

WHEREAS, the Company and certain of the Investors are party to that certain Common Stock Purchase Agreement of even date herewith (the
“Purchase Agreement”), pursuant to which such Investors are purchasing shares of Common Stock of the Company; and 

WHEREAS, the undersigned Investors desire to amend and restate in its entirety the 2014 Rights Agreement, to become party hereto, and
to accept the rights and obligations created pursuant hereto in lieu of the rights and obligations under the 2014 Rights Agreement. 

NOW, THEREFORE, the parties hereby agree as follows: 

1. Definitions. For purposes of this Agreement: 

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly,
controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund or other entity now or hereafter existing that
is controlled by one or more general partners or managing members of, or shares the same management company or investment adviser with, such Person. 

1.2 “Common Stock” means shares of the Company’s Voting Common Stock and
Non-Voting Common Stock. 
 1.3 “Competitor” means a Person engaged,
directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in a business that competes with any business of the Company and/or
its subsidiaries as reasonably determined in good faith by the Board of Directors; provided, however, that any venture capital firm, financial investment firm or collective investment vehicle that is in the business of investing in entities (or any
employee, partner or member of such an entity) shall under no circumstances be deemed a “Competitor” solely as a result of such entity’s investments in such a business. 












 1.4 “Damages” means any loss, damage, claim or liability
Goint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based
upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party
(or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law. 

1.5 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable
for (in each case, directly or indirectly), Common Stock, including options and warrants. 
 1.6 “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 1. 7
“Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to
an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or
(iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

1.8 “Exempted Securities” means the following: (i) shares of Common Stock or Derivative Securities issued
by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) shares of Common Stock or options to purchase Common Stock issued to employees or directors of, or
consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company, including the Insight Director; or (iii) shares of Common Stock or Derivative
Securities actually issued upon the exercise, conversion or exchange of Derivative Securities, in each case provided such issuance is pursuant to the terms of such Derivative Security. 

1.9 “Form S-1” means such form under the Securities Act as in effect
on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC. 
 1.10
“Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation
of substantial information by reference to other documents filed by the Company with the SEC. 

  
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 1.11 “GAAP” means generally accepted accounting principles
in the United States. 
 1.12 “Holder” means any holder of Registrable Securities who is a party to this
Agreement. 
 1.13 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person
referred to herein. 
 1.14 “Initiating Holders” means, collectively, Holders who properly initiate a
registration request under this Agreement. 
 1.15 “Insight Director” means the director of the Company
designated by the Insight Investors pursuant to the December IRA. 
 1.16 “IPO” means the Company’s
first underwritten public offering of its Common Stock under the Securities Act. 
 1.17 “Insight Investors”
means the Investors advised by Insight Venture Management, LLC. 
 1.18 “Key Employee” means any
executive-level employee (including, division director and vice president-level positions) as well as any employee who, either alone or in concert with others, develops, invents, programs, or designs any Company Intellectual Property (as defined in
the Purchase Agreement). 
 1.19 “New Securities” means, collectively, equity securities of the Company or
any of its direct or indirect subsidiaries, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable
into or exercisable for such equity securities. 
 1.20 “Non-Voting Common
Stock” means shares of the Company’s Non-Voting Common Stock, par value $0.001 per share. 

1.21 “Person” means any individual, corporation, partnership, trust, limited liability company, association or
other entity. 

  
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 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 the date hereof by and among the Insight Investors, SunTrust Banks, Inc. (or any affiliates
thereof), the Company and Live Oak Bancshares, Inc., or (C) 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 ill
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. 

1.23 “Registrable Securities then outstanding” means the number of shares determined by adding the number of
shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities. 

1.24 “Restricted Securities” means the securities of the Company required to be notated with the legend set
forth in Subsection 2.12(b) hereof. 
 1.25 “Sale of the Company” shall mean either: (i) a
transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company; (ii) a
merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party and the Company issues shares of its capital stock pursuant to such merger or consolidation, except any such
merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of
capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is
a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (iii) the sale, lease, transfer, exclusive license or other disposition,
in a single transaction or series of related transactions, by the Company or any subsidiary of the Company of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger,
consolidation or otherwise) of one or more subsidiaries of the Company if substantially all of the assets of the Company and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer,
exclusive license or other disposition is to a wholly owned subsidiary of the Company. 
 1.26 “SEC” means
the Securities and Exchange Commission. 
 1.27 “SEC Rule 144” means Rule 144 promulgated by the SEC under
the Securities Act. 

  
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 1.28 “SEC Rule 145” means Rule 145 promulgated by the SEC
under the Securities Act. 
 1.29 “Securities Act” means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder. 
 1.30 “Selling Expenses” means all underwriting discounts,
selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company
as provided in Subsection 2.6. 
 1.31 “Voting Common Stock” means shares of the Company’s
Voting Common Stock, par value $0.001 per share. 
 1.32 “Wellington Investors” means the Investors advised
by Wellington Management Company, LLP. 
 2. Registration Rights. The Company covenants and agrees as follows: 

2.1 Demand Registration. 

(a) Form S-1 Demand. If at any time after one hundred eighty (180) days after the
effective date of the registration statement for the IPO, the Company receives a request from Holders of at least a majority of the Registrable Securities then outstanding that the Company file a Form S-1
registration statement covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $15 million, then the Company shall (x) within ten (10) days after the date such request is given,
give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating
Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities
requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of
Subsections 2.l(c) and 2.3. 
 (b) Form S-3 Demand. If at any time when it is
eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least twenty percent (20%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least $3.0 million, then the Company shall (i) within ten
(10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within forty-five (45) days after the date such request is given by
the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by
notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2. l(c) and 2.3. 

  
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 (c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders
requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental
to the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company shall have the right to defer taking action with respect to such
filing for a period of not more than sixty ( 60) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and
provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than pursuant to (A) a registration relating to the sale of
securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (B) a registration on any form that does not include substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities; or (C) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered. 

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.
l(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated
registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected one registration pursuant to
Subsection 2.1 (a); or (iii) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to
Subsection 2.l(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1 (b) (i) during the period that is thirty (30) days before the Company’s good faith
estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts
to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A
registration shall not be counted as “effected” for purposes of this Subsection 2.l(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their
request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted
as “effected” for purposes of this Subsection 2.1(d). 
 2.2 Company Registration. If the Company proposes to
register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other
than in an Excluded Registration), the Company shall, at 

  
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 such time, promptly give each Holder notice of such registration. Upon the request of each Holder given
within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.3, cause to be registered all of the Registrable Securities that each such Holder has requested to be
included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to
include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6. 

2.3 Underwriting Requirements. 

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by
means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and
shall be reasonably acceptable to the Initiating Holders holding at least a majority of the Registrable Securities covered by the request made pursuant to Subsection 2.1. In such event, the right of any Holder to include such Holder’s
Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders
proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such
underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then
the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such
Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling
Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. 

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2,
the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such
offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion 

  
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 determine will not jeopardize the success of the offering. If the underwriters determine that less than all
of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to)
the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included
in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any
selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners,
retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder”
shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence. 

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the
underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. 

2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible: 
 (a) prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep
such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such
one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in
such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable
SEC rules, such one hundred twenty (120) day period shall be extended for up to 60 days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold; 

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with
such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement; 

  
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 (c) furnish to the selling Holders such numbers of copies of a prospectus, including a
preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities; 

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other
securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general
consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; 

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriter(s) of such offering; 
 (f) use its commercially reasonable efforts to cause all such Registrable
Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; 

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for
all such Registrable Securities, in each case not later than the effective date of such registration; 
 (h) promptly make available for
inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all
financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith; 

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been
declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and 
 (j) after such
registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus. 

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the
Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.


  
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 2.5 Furnish Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by
it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities. 

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or
qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to
exceed $15,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any
registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall
bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration
pursuant to Subsections 2.1(a) or 2.1(b ), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the
Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit
their right to one registration pursuant to Subsections 2.1(a) or 2.l(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the
basis of the number of Registrable Securities registered on their behalf. 
 2. 7 Delay of Registration. No Holder shall have any
right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

 2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2: 

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers,
directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in
connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply
to amounts paid in settlement of 

  
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 any such claim or proceeding if such settlement is effected without the consent of the Company, which
consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or
on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration. 

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of
its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the
Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based
upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company
and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from
the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder. 

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any
governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying
party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been
given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due
to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure
to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8. 

  
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 (d) To provide for just and equitable contribution to joint liability under the Securities
Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree
by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for
indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will
contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the
indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to
information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however,
that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no
Person guilty of fraudulent misrepresentation (within the meaning of Section 1 l(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided
further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d). when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b), exceed the proceeds from the offering
received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder. 

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations
of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.


  
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 2.9 Reports Under Exchange Act. With a view to making available to the Holders the
benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form
S-3, the Company shall: 
 (a) make and keep available adequate current public information, as those
terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO; 

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and 
 (c)
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any
time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form
S-3 (at any time after the Company so qualifies to use such form). 
 2.10 Limitations on
Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of the Company that would (i) allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may
include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included or (ii) allow such holder or prospective holder
to initiate a demand for registration of any securities held by such holder or prospective holder; provided that this limitation shall not apply to any additional Investor who becomes a party to this Agreement in accordance with Subsection
6.9. 
 2.11 “Market Stand-off’ Agreement. Each Holder hereby agrees that it
will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the IPO, and ending on the date specified by the Company and the managing underwriter (such period
not to exceed one hundred eighty (180) days), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock, in each case, held immediately before the effective date of the
registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole 

  
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 or in part, any of the economic consequences of ownership of such securities, whether any such transaction
described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall not apply to the sale of any shares to an underwriter
pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder. provided that the trustee of the trust agrees to be bound in writing by
the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if (A) all officers and directors and all stockholders
individually owning one percent (1 %) or more of the Company’s outstanding Common Stock are subject to the same restrictions and (B) holders of at least 90% of the Company’s outstanding Common Stock are subject to the same
restrictions. The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party
hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect
thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares subject to such
agreements. In addition, in the event that any percentage of the Common Stock or any security convertible into or exercisable or exchangeable for Common Stock held by any officer, director or stockholder owning one percent (1 %) or more of the
Company’s outstanding Common Stock is released from any similar restrictions, the same percentage of the Common Stock or any security convertible into or exercisable or exchangeable for Common Stock held by each Holder shall be immediately and
fully released from any restrictions on transfer set forth herein concurrently therewith. Notwithstanding anything to the contrary set forth in the December IRA, the provisions of this Subsection 2.11 supercede and replace in their entirety
the provisions of Section 4 of the December IRA with respect to the Investors. 
 2.12 Restrictions on Transfer. 

(a) The Registrable Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue
stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in this Agreement, which conditions are intended to ensure compliance with the provisions of the Securities
Act. A transferring Holder, other than with respect to a sale pursuant to an effective registration statement or Rule 144, will cause any proposed purchaser, pledgee, or transferee of the Registrable Securities held by such Holder to agree to take
and hold such securities subject to the provisions and upon the conditions specified in this Agreement. For the avoidance of doubt, the transfer restrictions set forth in this Section 2.12 shall not apply to the transfer of Registrable
Securities to any transferee of a Holder who is a permitted assignee of such Holder with respect to this Agreement pursuant to Section 6.1 hereof 

(b) Each certificate, instrument, or book entry representing (i) the Registrable Securities and (ii) any other securities issued in
respect of the securities referenced in clause (i), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(c)) be notated with a legend
substantially in the following form: 

  
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 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. 

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 The Holders consent to the Company making a notation in its records and
giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12. 

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this
Section 2. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the
Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the
Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the
proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration
will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of
the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the
notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes
Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12. Each certificate, instrument, or book entry representing the
Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(b), except that such certificate instrument,
or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act. 

  
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 2.13 Termination of Registration Rights. The right of any Holder to request
registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the fifth anniversary of the IPO. 

3. Information and Observer Rights. 

3 .1 Delivery of Financial Statements. The Company shall deliver to each Investor, provided that the Board of Directors has not
reasonably determined that such Investor is a Competitor: 
 (a) as soon as practicable, but in any event within ninety (90) days after
the end of each fiscal year of the Company (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and a comparison between (x) the actual amounts for such fiscal year and
(y) the comparable amounts for the prior year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by independent public accountants of nationally recognized
standing selected by the Company and prepared in accordance with GAAP; 
 (b) as soon as practicable, but in any event within forty-five
(45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet and a statement of stockholders’
equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain
all notes thereto that may be required in accordance with GAAP); 
 (c) as soon as practicable, but in any event thirty (30) days
before the end of each fiscal year, a budget and business plan for the next fiscal year ( collectively, the “Budget”), approved by the Board of Directors and prepared on a monthly basis, including balance sheets, income statements,
and statements of cash flow for such months and, promptly after prepared, any other budgets or revised budgets prepared by the Company; 

(d) with respect to the financial statements called for in Subsection 3.l(a) and Subsection 3.1(b), an instrument executed by
the chief financial officer and chief executive officer of the Company certifying that such financial statements were prepared in accordance with GAAP consistently applied with prior practice for earlier periods ( except as otherwise set forth in
Subsection 3.l(b)) and fairly present the financial condition of the Company and its results of operation for the periods specified therein; and 

(e) such other information relating to the financial condition, business, prospects, or corporate affairs of the Company as any Investor may
from time to time reasonably request; provided, however, that the Company shall not be obligated under this Subsection 3.1 to provide information (i) that the Company reasonably determines in good faith to be a trade secret
or confidential information (unless covered by an enforceable confidentiality agreement, in a form acceptable to the Company); m (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its
counsel. 

  
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 If, for any period, the Company has any subsidiary whose accounts are consolidated with
those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. 

Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this
Subsection 3.1 during the period starting with the date sixty (60) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules
applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially
reasonable efforts to cause such registration statement to become effective. 
 3.2 Inspection. The Company shall permit each
Investor (provided that the Board of Directors has not reasonably determined that such Investor is a Competitor), at such Investor’s expense, to visit and inspect the Company’s properties; examine its books of account and records;
and discuss the Company’s affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by the Investor; provided, however, that the Company shall not be obligated
pursuant to this Subsection 3.2 to provide access to any information that it reasonably and in good faith considers to be a trade secret or confidential information (unless covered by an enforceable confidentiality agreement, in form
acceptable to the Company) or the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel. 

3.3 Observer Rights. 

(a) As long as the Wellington Investors own, in the aggregate, not less than 464,326 shares of Common Stock (subject to appropriate adjustment
for all stock splits, stock dividends and reorganizations), the Company shall invite a representative of Wellington Management Company, LLP, on behalf of the Wellington Investors, to attend all meetings of its Board of Directors in a nonvoting
observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors;
provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company reserves the right to withhold any information and to exclude
such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or
a conflict of interest, or if such Investor or its representative is a competitor of the Company. 
 (b) As long as the Insight Investors
own, in the aggregate, not less than 1,020,916 shares of Common Stock (subject to appropriate adjustment for all stock splits, stock dividends and reorganizations), the Company shall invite a representative of Insight Venture Partners, on .behalf of
the Insight Investors, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative 

  
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 copies of all notices, minutes, consents, and other materials that it provides to its directors at the same
time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, that the Company
reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the
Company and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such Investor or its representative is a competitor of the Company. 

3.4 Termination of Information and Observer Rights. The covenants set forth in Subsection 3.1, Subsection 3.2, and
Subsection 3.3 shall terminate and be of no further force or effect (i) immediately before the consummation of the IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or
15(d) of the Exchange Act, or (iii) upon the consummation of a Sale of the Company unless, following such Sale of the Company, the Investors hold equity in an entity or an affiliate of an entity that conducts the business previously conducted
by the Company and is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, whichever event occurs first. 

3.5 Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any
purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless
such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor
without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company;
provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisers and other professionals to the extent necessary to obtain their services in connection
with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.5; (iii) to any
equityholder of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information and
provided further, that such Investor shall be responsible for any disclosure of such confidential information by any such equityholder as though such inappropriate disclosure were made by such Investor in violation of this Subsection
3.5; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, except that compliance
with this proviso shall not be required if the information is being disclosed pursuant to the request or requirement of a banking regulator with jurisdiction over such Investor. 

  
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 4. Rights to Future Stock Issuances. 

4.1 Right of First Offer. Subject to the terms and conditions of this Subsection 4.1 and applicable securities laws, if the
Company or any of its direct or indirect subsidiaries proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. An Investor shall be entitled to apportion the right of first offer hereby
granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as
such term is defined in Rule 13d-3 promulgated under the Exchange Act, of such Investor (“Investor Beneficial Owners”); provided that each such Affiliate or Investor Beneficial Owner
(x) is not a Competitor, unless such party’s purchase of New Securities is otherwise consented to by the Board of Directors, and (y) agrees to enter into this Agreement, the Right of Co-Sale and
Voting Agreement of even date herewith among the Company, the Investors and the other parties named therein (the “Co-Sale Agreement”) and the Investor Rights Agreement, dated as of
December 18, 2013, among the Company and the holders of the Common Stock listed on Exhibit A thereto (as amended, the “December IRA”), as an “Investor” or “Common Holder”, as applicable, under
each such agreement (provided that any Competitor shall not be entitled to any rights as an Investor under Subsections 3.1, 3.2 and 4.1 hereof). 

(a) The Company shall give notice (the “Offer Notice”) to each Investor, stating (i) its bona fide intention to offer
such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. 

(b) By notification to the Company within twenty (20) days after the Offer Notice is given, each Investor may elect to purchase or
otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by such Investor (including all shares of Common Stock then
issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any Derivative Securities then held by such Investor) bears to the total Common Stock of the Company then outstanding (assuming full conversion and/or exercise, as
applicable, of all Derivative Securities). The closing of any sale pursuant to this Subsection 4.l(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New
Securities pursuant to Subsection 4.l(c). 
 (c) If all New Securities referred to in the Offer Notice are not elected to be
purchased or acquired as provided in Subsection 4.1(b), the Company may, during the ninety (90) day period following the expiration of the periods provided in Subsection 4.1(b), offer and sell the remaining unsubscribed portion of
such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the New Securities
within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the
Investors in accordance with this Subsection 4.1. 

  
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 (d) The right of first offer in this Subsection 4.1 shall not be applicable to
(i) Exempted Securities; and (ii) shares of Common Stock issued in the IPO. 
 4.2 Termination. The covenants set forth in
Subsection 4.1 shall terminate and be of no further force or effect immediately before the consummation of the IPO. 
 5.
Additional Covenants. 
 5 .1 Insurance. The Company shall use its commercially reasonable efforts to obtain, within sixty
(60) days of the date hereof, from financially sound and reputable insurers (i) Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors and (ii) term “key-person” insurance on Pierre Naude in an amount and on terms and conditions satisfactory to the holders of a majority of the Registrable Securities. The Company will use commercially reasonable efforts
to cause such Directors and Officers liability insurance policy to be maintained until such time as the Board of Directors determines that such insurance should be discontinued. The Company will use commercially reasonable efforts to cause such
“key person” insurance policy to be maintained until such time as the holders of a majority of the Registrable Securities determine that such insurance should be discontinued. The key-person policy
shall name the Company as loss payee. 
 5.2 Employee Agreements. The Company will cause each person now or hereafter employed by it
or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement. 

5.3 Employee Stock. Unless otherwise approved by the Board of Directors, all future employees and consultants of the Company who
purchase, receive options to purchase, or receive awards of shares of the Company’s capital stock after the date hereof shall be required to execute restricted stock or option agreements, as applicable, providing for (i) vesting of shares
over a four (4) year period, with the first twenty-five percent (25%) of such shares vesting following twelve (12) months of continued employment or service, and the remaining shares vesting in equal monthly installments over the following
thirty-six (36) months, and (ii) a market stand-off provision substantially similar to that in Subsection 2.11. In addition, unless otherwise approved
by the Board of Directors, the Company shall retain a “right of first refusal” on employee transfers until the Company’s IPO and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of
restricted stock. 
 5.4 Qualified Small Business Stock. The Company shall use commercially reasonable efforts to cause the shares of
Common Stock issued to the Investors, as well as any shares into which such shares are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business
stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such
qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(l)(C) of the
Code and the regulations promulgated 

  
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 thereunder. In addition, within twenty (20) business days after any Investor’s written request
therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as
defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s
interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code. 
 5.5
Matters Requiring Approval of the Investors. So long as the Investors hold, in the aggregate, at least ten percent (10%) of the Registrible Securities (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 Investors that it shall not, 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 outstanding: 

(a) (i) liquidate, dissolve or wind-up the business and affairs of the Company or
(ii) consent to any of the foregoing; 
 (b) amend, alter or repeal any prov1s10n of the Certificate of Incorporation or Bylaws of the
Company in a manner that would significantly and adversely affect the rights of the Investors; or 
 (c) create, or authorize the creation
of, or issue or obligate itself to issue shares of, any additional class or series of capital stock of the Company which, by their respective terms, are senior to the Common Stock as to dividend rights and/or rights on liquidation, dissolution and
winding up of the Company. 
 5.6 Board Matters. Unless otherwise determined by the vote of a majority of the directors then in
office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. 
 5.7 Successor
Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary,
proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether
such obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case maybe. 
 5 .8
Expenses of Counsel. In the event of a transaction which is a Sale of the Company, the reasonable fees and disbursements of one counsel for the Wellington Investors and the Insight Investors (“Investor Counsel”) in an amount
not to exceed $25,000, in their capacities as stockholders, shall be borne and paid by the Company. At the outset of considering a transaction which, if consummated would constitute a Sale of the Company, the Company shall obtain the ability to
share with the Investor Counsel (and such counsel’s clients) 

  
 21 













 and shall share the confidential information (including, without limitation, the initial and all subsequent
drafts of memoranda of understanding, letters of intent and other transaction documents and related noncompete, employment, consulting and other compensation agreements and plans) pertaining to and memorializing any of the transactions which,
individually or when aggregated with others would constitute the Sale of the Company. The Company shall be obligated to share (and cause the Company’s counsel and investment bankers to share) such materials when distributed to the
Company’s executives and/or any one or more of the other parties to such transaction(s). In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to
enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an
agreement in form and substance reasonably acceptable to Investor Counsel. In the event that one or more of the other party or parties to such transactions require the clients of Investor Counsel to enter into a confidentiality agreement and/or
joint defense agreement in order to receive such information, then the Company shall share whatever information can be shared without entry into such agreement and shall, at the same time, in good faith work expeditiously to enable Investor Counsel
and its clients to negotiate and enter into the appropriate agreeinent(s) without undue burden to the clients of Investor Counsel. 
 5.9
FCPA. The Company represents that it shall not (and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to)
promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any Non-U.S. Official (as such term is defined in the U.S. Foreign
Corrupt Practices Act of 1977, as amended (the “FCPA”)), in each case, in violation. of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and
shall cause each of its subsidiaries and affiliates to) cease all of its or their respective activities, as well as remediate any actions taken by the Company, its subsidiaries or affiliates, or any of their respective directors, officers, managers,
employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption law. The Company further represents that it shall (and shall cause each of its
subsidiaries and affiliates to) maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCP A, the U.K. Bribery Act, or any other applicable
anti-bribery or anti-corruption law. Upon request, the Company agrees to provide responsive information and/or certifications concerning its compliance with applicable anti-corruption laws. The Company shall promptly notify each Investor if the
Company becomes aware of any Enforcement Action (as defined in the Purchase Agreement). The Company shall, and shall cause any direct or indirect subsidiary or entity controlled by it, whether now in existence or formed in the future, to comply with
the FCP A. The Company shall use its best efforts to cause any direct or indirect subsidiary, whether now in existence or formed in the future, to comply in all material respects with all applicable laws. 

5.10 Termination of Covenants. The covenants set forth in this Section 5, except for Subsection 5.7, shall terminate and be
of no further force or effect (i) immediately before the consummation of the IPO or (ii) when the Company first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act. 

  
 22 













 6. Miscellaneous. 

6.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a
transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is Holder’s Immediate Family Member or a trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or
(iii) after such transfer, holds at least 300,000 shares of Registrable Securities (subject to appropriate adjustments for stock splits, stock dividends, combinations, and other recapitalizations); provided, however, that
(x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such
transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11. For the purposes of determining the number of shares of
Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate or stockholder of a Holder; (2) who is Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual
Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a
single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this
Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their
respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. 

6.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware. 

6.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g.,
www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. 

  
 23 













 6.5 Notices. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the
recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.
All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to
such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 6.5. If notice is given to the Company, a copy (which shall not constitute notice) shall also be sent to
Wyrick Robbins Yates & Ponton LLP, 4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607, Attn: Todd H. Eveson, telephone: (919) 781-4000, fax: (919) 781-4865,
email: teveson@wyrick.com, if notice is given to the Wellington Investors, a copy (which shall not constitute notice) shall also be given to Greenberg Traurig, LLP, One International Place, Boston, MA 02110, Attn: Bradley A. Jacobson,
telephone: 617-310-6000, fax: 617-279-8402,
e-mail: jacobsonb@gtlaw.com, if notice is given to the Insight Investors, a copy (which shall not constitute notice) shall also be given to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New
York, NY 10019, Attention: Morgan D. Elwyn, telephone: (212) 728-8981, fax: (212) 728-8111, email: melwyn@willkie.com, if notice is given to SunTrust Banks, Inc.,
a copy (which shall not constitute notice) shall also be given to SunTrust Banks, Inc., 303 Peachtree Street, Suite 3600, Atlanta, GA 30308, Attention: Curt Phillips, telephone:
404-588-8522, fax: 404-230-5387, email: curt.phillips@suntrust.com, and if notice
is given to salesforce.com, a copy (which shall not constitute notice) shall also be given to Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111, Attention: Matt Roberts, telephone: (415)
693-2112, fax: (415) 693-2222, email: mroberts@cooley.com. 

6.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (
either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding; provided that the Company may
in its sole discretion waive compliance with Subsection 2.12(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(c) shall be deemed to
be a waiver); provided further that any provision hereof that is explicitly applicable to Wellington Investors and Section 4 may only be waived or amended with the written consent of the Wellington Investors then
holding the majority of the Registrable Securities held by all Wellington Investors together; provided further that any provision hereof that is explicitly applicable to Insight Investors and Section 4 may only be
waived or amended with the written consent of the Insight Investors then holding the majority of the Registrable Securities held by all Insight Investors together; and provided further that any provision hereof may be waived by any
waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any
Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a particular
transaction shall be deemed to apply to all Investors in the same fashion if such waiver does so by its terms, 

  
 24 













 notwithstanding the fact that certain Investors may nonetheless, by agreement with the Company, purchase
securities in such transaction). The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment,
termination, or waiver effected in accordance with this Subsection 6.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of
this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. 

6. 7 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid,
legal, and enforceable to the maximum extent permitted by law. 
 6.8 Aggregation of Stock. All shares of Registrable Securities held
or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

 6.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding
and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. For the purposes of clarity, the parties
agree that in the event of any confict between the provisions of this Agreement and the December IRA, the respective provisions of this Agreement shall control. 

6.10 Dispute Resolution. The parties (a) hereby irrevocably and unconditionally submit to the
non-exclusive jurisdiction of the state courts of North Carolina and to the non-exclusive jurisdiction of the United States District Court for the Eastern District of
North Carolina for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, and (b) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. 

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS (AS DEFINED IN THE PURCHASE AGREEMENT), THE REGISTRABLE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND
ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS 

  
 25 













 (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION
HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 
 The prevailing party shall
be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. 

6.11 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or
to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law
or otherwise afforded to any party, shall be cumulative and not alternative. 
 6.12 Acknowledgment. The Company acknowledges that
the Investors and/or such Investors’ investment advisers are in the business of making, selecting and/or managing venture capital and other investments and therefore review the business plans and related proprietary information of many
enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors and/or such Investors’
investment advisers from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company. 

6.13 Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Common
Stock after the date hereof pursuant to the Purchase Agreement, any purchaser of such shares of Common Stock 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. 

[Signature Page Follows] 

  
 26 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	NCINO, INC.
		
	By:	 	 /s/ Pierre Naude

	Name:	 	Pierre Naude
	Title:	 	President & CEO


 [SIGNATURE PAGE TO THE
INVESTORS’ RIGHTS AGREEMENT] 













			
	INVESTORS:
	
	Ithan Creek Master Investors (Cayman) L.P.
	
	By: Wellington Management Company LLP,
	as investment adviser
		
	By:	 	 /s/ Emily D. Babalas

		 	Name: Emily D. Babalas
		 	Title: Vice President and Counsel
	
	Wolf Creek Investors (Bermuda) L.P.
	
	By: Wellington Management Company LLP,
	as investment adviser
		
	By:	 	 /s/ Emily D. Babalas

		 	Name: Emily D. Babalas
		 	Title: Vice President and Counsel
	
	Wolf Creek Partners, L.P
	
	By: Wellington Management Company LLP,
	as investment adviser
		
	By:	 	 /s/ Emily D. Babalas

		 	Name: Emily D. Babalas
		 	Title: Vice President and Counsel
	
	Bay Pond Investors (Bermuda) L.P.
	
	By: Wellington Management Company LLP,
	as investment adviser
		
	By:	 	 /s/ Emily D. Babalas

		 	Name: Emily D. Babalas
		 	Title: Vice President and Counsel
	
	Bay Pond Partners, L.P.
	
	By: Wellington Management Company LLP,
	as investment adviser
		
	By:	 	 /s/ Emily D. Babalas

		 	Name: Emily D. Babalas
		 	Title: Vice President and Counsel

 [SIGNATURE PAGE TO THE
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/ Blair Flicker

	Name:	 	Blair Flicker
	Title:	 	     

	
	Address:
	c/o Insight Venture Partners
	1114 Avenue of the Americas
	36th Floor
	New York, NY 10036
	Attn: Blair Flicker
	Tel. 212-230-9200
	bflicker@insightpartners.com
	
	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/ Blair Flicker

	Name:	 	Blair Flicker
	Title:	 	     

	
	Address:
	c/o Insight Venture Partners
	1114 Avenue of the Americas
	36th Floor
	New York, NY 10036
	Attn: Blair Flicker
	Tel. 212-230-9200
	bflicker@insightpartners.com

 [SIGNATURE PAGE TO THE
INVESTORS’ RIGHTS AGREEMENT] 













			
	INSIGHT VENTURE PARTNERS (CO-INVESTORS) IX, L.P.
		
	By:	 	Insight Venture Associates IX, L.P.
	Its:	 	General Partner
		
	By:	 	Insight Venture Associates IX, Ltd.
	Its:	 	General Partner
		
	By:	 	 /s/ Blair Flicker

		
	Name:	 	Blair Flicker 
		
	Title:	 	     

	
	Address:
	c/o Insight Venture Partners
	1114 Avenue of the Americas
	36th Floor
	New York, NY 10036
	Attn: Blair Flicker
	Tel. 212-230-9200
	bflicker@insightpartners.com

 [SIGNATURE PAGE TO THE
INVESTORS’ RIGHTS AGREEMENT] 












 
			
	SUNTRUST BANKS, INC.
		
	By:	 	 /s/ Richard Blumberg

	Name:	 	Richard Blumberg
	Title:	 	Senior Vice President
	
	 Address:
 303 Peachtree Street

29th Floor
 Atlanta, GA 30308

Attn: Richard Blumberg
 Tel.
404-724-3353
 Fax. 404-214-8632

Richard.blumberg@suntrust.com



 [SIGNATURE PAGE TO THE
INVESTORS’ RIGHTS AGREEMENT] 












 SCHEDULE A 

Investors 
  

	
	Legal Entity Name and Address
	
	 Ithan Creek Master Investors (Cayman) L.P.
 c/o
Wellington Management Company, LLP
 280 Congress Street

	Boston, Massachusetts 02210
	Attn: Legal & Compliance Department
	Facsimile Number: 617-289-5699
	Email: seclaw@wellington.com
	
	 Wolf Creek Investors (Bermuda) L.P.
 c/o
Wellington Management Company, LLP
 280 Congress Street

	Boston, Massachusetts 02210
	Attn: Legal & Compliance Department
	Facsimile Number: 617-289-5699
	Email: seclaw@wellington.com
	
	 Wolf Creek Partners, L.P.
 c/o Wellington
Management Company, LLP
 280 Congress Street

	Boston, Massachusetts 02210
	Attn: Legal & Compliance Department
	Facsimile Number: 617-289-5699
	Email: seclaw@wellington.com
	
	 Bay Pond Investors (Bermuda) L.P.
 c/o
Wellington Management Company, LLP
 280 Congress Street

	Boston, Massachusetts 02210
	Attn: Legal & Compliance Department
	Facsimile Number: 617-289-5699
	Email: seclaw@wellington.com
	
	 Bay Pond Partners, L.P.
 c/o Wellington
Management Company, LLP
 280 Congress Street

	Boston, Massachusetts 02210
	Attn: Legal & Compliance Department
	Facsimile Number: 617-289-5699
	Email: seclaw@wellington.com














	
	 Insight Venture Partners IX, L.P
 c/o Insight
Venture Partners
 1114 A venue of the Americas 36th Floor

	New York, NY 10036
	Attn: Blair Flicker
	 Tel. 212-230-9200

bflicker@insightpartners.com

	
	 Insight Venture Partners (Cayman) IX, L.P.
 c/o
Insight Venture Partners
 1114 Avenue of the Americas 36th Floor

	New York, NY 10036
	Attn: Blair Flicker
	 Tel. 212-230-9200

bflicker@insightpartners.com

	
	 Insight Venture Partners (Co-Investors) IX, L.P.

c/o Insight Venture Partners
 1114 Avenue of the Americas 36th Floor

	New York, NY 10036
	Attn: Blair Flicker
	 Tel. 212-230-9200

bflicker@insightpartners.com

	
	 SunTrust Banks, Inc.
 303 Peachtree Street

29th Floor

	Atlanta, GA 30308
	Attn: Richard Blumberg
	Tel. 404- 724-3353
	Fax. 404-214-8632
	 Richard.blumberg@suntrust.com
  

salesforce.com, inc.

	The Landmark @ One Market Street, Suite 300
	San Francisco, CA 94105
	Attn: John Somorjai