EX-4.3





 Exhibit 4.3 

Execution Version 
 FIRST
AMENDMENT 
 TO 

FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 

THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of
the 25th day of May, 2016 (the “Effective Date”), by and among nCino, Inc., a Delaware corporation (the “Company”), and the Investors (as defined in the Agreement, as defined below) party hereto
(collectively with the Company, the “Parties”). 
 RECITALS 

WHEREAS, the Company and certain of the Investors had previously entered into that certain First Amended and Restated Investors’ Rights
Agreement, dated as of February 12, 2015 (the “Agreement”). 
 WHEREAS, the Parties wish to (1) expand the
definition of “Registrable Securities” as defined in the Agreement to include Common Stock (as defined in the Agreement) purchased pursuant to (i) that certain Common Stock Purchase Agreement dated as of the Effective Date, by and
among the Company and the Purchasers listed on Exhibit A thereto (“Primary SPA”) and (ii) that certain Purchase and Sale Agreement dated as of the Effective Date, by and among the Company and the stockholders and
Purchaser listed on Exhibit A thereto (“Secondary SPA”) and (2) allow for additional Investors. 
 NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows: 

AGREEMENT 

1.     Definitions. All capitalized terms used but not otherwise defined herein shall have the meanings given to
such terms in the Agreement. 
 2.     Amendment. 

(a)     The Parties hereby agree to amend the Agreement by amending and restating Section 1.22 in its entirety as
follows: 
 “1.22         “Registrable Securities” means
(i) any Common Stock issued to, or purchased by, the Investors pursuant to (A) the Purchase Agreement, (B) that certain Purchase and Sale Agreement dated as of February 12, 2015 by and among the Insight Investors, SunTrust Banks,
Inc. (or any affiliates thereof), the Company and Live Oak Bancshares, Inc., (C) that certain Common Stock Purchase Agreement dated as of May 25, 2016, by and among the Company and the Purchasers listed on Exhibit A thereto (the “2016
Primary Purchase Agreement”), (D) that certain Purchase and Sale Agreement dated as of May 25, 2016, by and among the Company and the stockholders and Purchaser 












 
listed on Exhibit A thereto (the “2016 Secondary Purchase Agreement”), or (E) that certain Common Stock Purchase Agreement dated as of January 28, 2014 by and between
the Company and the Investors listed on Exhibit A thereto; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with
respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this
Agreement are not assigned pursuant to Subsection 6.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.” 

(b)     The Parties hereby agree to amend the Agreement by amending and restating Section 6.13 in its entirety as
follows: 
 “6.13         Additional Investors. Notwithstanding anything
to the contrary contained herein, any purchaser of shares of Common Stock on or after the date hereof pursuant to the Purchase Agreement, the 2016 Primary Purchase Agreement or the 2016 Secondary Purchase Agreement may become a party to this
Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such
joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. Immediately thereafter, Schedule A to this Agreement will be
amended to list the new Investors hereunder.” 
 (c)     The Parties hereby agree to amend the Agreement by
amending and restating Schedule A to the Agreement in its entirety with the Schedule A attached hereto. 

3.     Effect of Amendment. Except as amended and/or modified by this Amendment, the Agreement is hereby ratified
and confirmed and all other terms of the Agreement are and shall remain in full force and effect, unaltered and unchanged by this Amendment. In the event of any conflict between the provisions of this Amendment and the provisions of the Agreement,
the provisions of this Amendment shall govern and control. This Amendment shall be effective upon the full execution of the Primary SPA and Secondary SPA. 

4.     Counterparts. This Amendment (i) may be executed in any number of counterparts with the same effect as
if all of the parties had signed the same document and (ii) may be executed by facsimile or PDF signatures. All counterparts shall be construed together and shall constitute one agreement. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above
written. 
  

			
	NCINO, INC.
		
	By:	 	 /s/ Pierre Naudé

		
	Name:	 	Pierre Naudé
		
	Title:	 	CEO


 [SIGNATURE PAGE TO FIRST
AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













			
	 INVESTORS:

	
	 Ithan Creek Master Investors (Cayman) L.P.

	
	By:     Wellington Management Company LLP,
as investment adviser
		
	By:	 	/s/ Steven M. Hoffman
	Name:	 	Steven M. Hoffman
	Title:	 	Managing Director and Counsel
	
	 Wolf Creek Investors (Bermuda) L.P.

	
	By:     Wellington Management Company LLP,
as investment adviser
		
	By:	 	/s/ Steven M. Hoffman
	Name:	 	Steven M. Hoffman
	Title:	 	Managing Director and Counsel
	
	 Wolf Creek Partners, L.P.

	
	By:     Wellington Management Company LLP,
as investment adviser
		
	By:	 	/s/ Steven M. Hoffman
	Name:	 	Steven M. Hoffman
	Title:	 	Managing Director and Counsel
	
	 Bay Pond Investors (Bermuda) L.P.

	
	By:     Wellington Management Company LLP,
as investment adviser
		
	By:	 	/s/ Steven M. Hoffman
	Name:	 	Steven M. Hoffman
	Title:	 	Managing Director and Counsel
	
	 Bay Pond Partners, L.P.

	
	By:     Wellington Management Company LLP,
as investment adviser
		
	By:	 	/s/ Steven M. Hoffman
	Name:	 	Steven M. Hoffman
	Title:	 	Managing Director and Counsel

 [SIGNATURE PAGE TO AMENDMENT TO
FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













			
	
INSIGHT VENTURE PARTNERS IX, 
L.P.



			
		
	By:	 	Insight Venture Associates IX, L.P.
	Its:	 	General Partner
		
	By:	 	Insight Venture Associates IX, Ltd.
	Its:	 	General Partner
		
	By:	 	/s/ Blair Flicker
	Name:	 	Blair Flicker
	Title:	 	Authorized Officer

 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:	 	Authorized Officer

 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 AMENDMENT TO FIRST
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 













			
	
INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), 
L.P.



			
		
	By:	 	Insight Venture Associates IX, L.P.
	Its:	 	General Partner
		
	By:	 	Insight Venture Associates IX, Ltd.
	Its:	 	General Partner
		
	By:	 	/s/ Blair Flicker
	Name:	 	Blair Flicker
	Title:	 	Authorized Officer

 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 (DELAWARE) IX, 
L.P.



			
		
	By:	 	Insight Venture Associates IX, L.P.
	Its:	 	General Partner
		
	By:	 	Insight Venture Associates IX, Ltd.
	Its:	 	General Partner
		
	By:	 	/s/ Blair Flicker
	Name:	 	Blair Flicker
	Title:	 	Authorized Officer

 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 AMENDMENT TO FIRST
AMENDED AND RESTATED 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 AMENDMENT
TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 












 
			
	 SALESFORCE.COM, INC.

		
	By:	 	/s/ John Somorjai
	Name:	 	John Somorjai
	Title:	 	EVP, Corporate Development and Salesforce Ventures
	
	 Address:

	 salesforce.com, inc.

	 The Landmark @ One Market Street, Suite 300

	 San Francisco, CA 94105

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


 [SIGNATURE PAGE TO AMENDMENT
TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT] 












 SCHEDULE A 

Investors 
  

	
	 Legal Entity Name and Address

	 Ithan Creek Master Investors (Cayman) L.P.

	 c/o Wellington Management Company, LLP

	 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 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.

	 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 IX (Co-Investors),
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 (Delaware) 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

	
	 Accenture LLP

	 161 North Clark St.

	 Chicago, IL 60601

	 Attn: Terry L. Moore

	 terry.l.moore@accenture.com

	
	 Regions Financial Corporation

	 Attn: David R. Turner, Jr.

	 Senior Executive Vice President and Chief Financial Officer

	 1900 5th Ave North, 30th Floor

	 Birmingham, AL 35203c

	 Tel.
205-264-4174

	 David.Turner@Regions.com