EX-4.6





 Exhibit 4.6 

Execution Copy 

FOURTH AMENDMENT 

TO 
 FIRST
AMENDED AND RESTATED 
 INVESTORS’ RIGHTS AGREEMENT 

THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made and effective
as of the 16th day of January, 2018 (the “Effective Date”), by and among nCino, Inc., a Delaware corporation (the “Company”) and the Investors (as defined in the Agreement, as defined below) party hereto
(collectively with the Company, the “Parties”). 
 RECITALS 

WHEREAS, the Company and certain of the Investors had previously entered into that certain First Amended and Restated Investors’ Rights
Agreement, dated as of February 12, 2015, as amended by that certain First Amendment to First Amended and Restated Investors’ Rights Agreement, dated May 25, 2016, as amended by that certain Second Amendment to First Amended and
Restated Investors’ Rights Agreement, dated November 23, 2016, and that certain Third Amendment to First Amended and Restated Investors’ Rights Agreement, dated July 31, 2017 (the “Agreement”). 

WHEREAS, the Parties wish to (1) expand the definition of “Registrable Securities”, as defined in the Agreement, to include
shares of Common Stock (as defined in the Agreement) purchased pursuant to that certain (i) Common Stock Purchase Agreement dated as of the Effective Date, by and among the Company and the Purchasers listed on Exhibit A thereto, and
(ii) Purchase and Sale Agreement dated as of the Effective Date, by and among Salesforce Ventures LLC and the selling stockholder set forth therein, and (2) allow for additional Investors. 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows: 
 AGREEMENT 

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

 

	 	a.	 The Parties hereby agree to amend the Agreement by amending and restating Section 1.22 in its entirety as
follows: 


 “1.22         “Registrable
Securities” means (i) any Common Stock issued to, or purchased by, the Investors pursuant to (A) the Purchase Agreement, (B) that certain Purchase and Sale Agreement dated as of February 12, 2015 by and among the Insight
Investors, SunTrust Banks, Inc. (or any affiliates thereof), the Company and Live Oak Bancshares, Inc., (C) that certain Common Stock Purchase Agreement dated as of May 25, 2016, by and among the Company and the Purchasers listed on Exhibit A
thereto (the “2016 Primary Purchase Agreement”), (D) that certain Purchase and Sale Agreement dated as of May 25, 2016, by and among the Company and the stockholders and Purchaser listed on Exhibit A thereto (the “2016
Secondary Purchase Agreement”), (E) that certain Common Stock 












 
Purchase Agreement dated as of January 28, 2014 by and between the Company and the Investors listed on Exhibit A thereto, (F) that certain Offer to Purchase and Letter of Transmittal
distributed to certain stockholders of the Company by the Insight Investors on or about November 23, 2016 (the “Offer to Purchase”), (G) that certain Common Stock Purchase Agreement, dated as of July 31, 2017, by and among
the Company and the Investors listed on Exhibit A thereto (the “2017 Common Stock Purchase Agreement”), (H) that certain Common Stock Purchase Agreement, dated as of January 16, 2018, by and among the Company and
the Investors listed on Exhibit A thereto (the “2018 Common Stock Purchase Agreement”), or (I) that certain Purchase and Sale Agreement dated as of the January 16, 2018, by and among Salesforce Ventures LLC
and the selling stockholder set forth therein (the “2018 Secondary Purchase Agreement”); 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, the 2016 Secondary Purchase Agreement, the Offer
to Purchase, the 2017 Common Stock Purchase Agreement, the 2018 Common Stock Purchase Agreement, or the 2018 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.     

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 Fourth Amendment to First Amended and
Restated Investors’ Rights Agreement as of the date first written above. 
  

			
	NCINO, INC.
		
	By:	 	 /s/ Pierre Naudé

	Name:	 	Pierre Naudé
	Title:	 	Chief Executive Officer


 [Signature Pages to Fourth Amendment to First Amended and Restated Investors’ Rights
Agreement] 












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

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

	Name:	  	Blair Flicker	  	Name:	  	Blair Flicker
	 Title:
	  	 Authorized Officer
	  	 Title:
	  	 Authorized Officer


  

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

	Name:	  	Blair Flicker	  	Name:	  	Blair Flicker
	 Title:
	  	 Authorized Officer
	  	 Title:
	  	 Authorized Officer


 {Signature Pages to Fourth Amendment to First Amended and Restated Investors’ Rights Agreement]













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

							
	INVESTORS:	  		  	
		
	INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND, L.P.	  	INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (B), L.P.
				
	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, L.P.	  	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, L.P.
	Its:	  	General Partner	  	 Its:
	  	 General Partner

		  		  		  	
	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, Ltd.	  	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, Ltd.
	Its:	  	General Partner	  	Its:	  	General Partner
		  		  		  	
	 By:
	  	 /s/ Blair Flicker
	  	 By:
	  	 /s/ Blair Flicker

	Name:	  	Blair Flicker	  	Name:	  	Blair Flicker
	 Title:
	  	 Authorized Officer
	  	 Title:
	  	 Authorized Officer

		
	INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.	  	INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P.
				
	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, L.P.	  	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, L.P.
	Its:	  	General Partner	  	 Its:
	  	 General Partner

		  		  		  	
	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, Ltd.	  	By:	  	Insight Venture Associates Growth-Buyout Coinvestment, Ltd.
	Its:	  	General Partner	  	Its:	  	General Partner
		  		  		  	
	By:	  	 /s/ Blair Flicker
	  	By:	  	 /s/ Blair Flicker

	Name:	  	Blair Flicker	  	Name:	  	Blair Flicker
	 Title:
	  	 Authorized Officer
	  	 Title:
	  	 Authorized Officer


 [Signature Pages to Fourth Amendment to First Amended and Restated Investors’ Rights Agreement]













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

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


			
		
	By:	 	 /s/ Emily Babalas

	Name:	 	 Emily Babalas

	Title:	 	 Managing Director and Counsel

	
	Wolf Creek Investors (Bermuda) L.P.
	
	By:        Wellington Management Company LLP, as investment adviser


			
		
	By:	 	 /s/ Emily Babalas

	Name:	 	 Emily Babalas

	Title:	 	 Managing Director and Counsel

	
	Wolf Creek Partners, L.P.
	
	By:        Wellington Management Company LLP, as investment adviser


			
		
	By:	 	 /s/ Emily Babalas

	Name:	 	 Emily Babalas

	Title:	 	 Managing Director and Counsel

	
	Bay Pond Investors (Bermuda) L.P.
	
	By:        Wellington Management Company LLP, as investment adviser


			
		
	By:	 	 /s/ Emily Babalas

	Name:	 	 Emily Babalas

	Title:	 	 Managing Director and Counsel

	
	Bay Pond Partners, L.P.
	
	By:        Wellington Management Company LLP, as investment adviser


			
		
	By:	 	 /s/ Emily Babalas

	Name:	 	 Emily Babalas

	Title:	 	 Managing Director and Counsel














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

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

	Name:	 	Richard Blumberg
	Title:	 	Senior Vice President

 [Signature Pages to Fourth Amendment to First Amended and Restated Investors’ Rights Agreement]













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

			
	INVESTOR:
	
	SALESFORCE VENTURES LLC
		
	By:	 	 /s/ John Somorjai

	Name:	 	John Somorjai
	Title:	 	President

 Address: 
 Salesforce Ventures
LLC 
 The Landmark @ One Market Street, Suite 300 
 San
Francisco, CA 94105 
 Attn: John Somorjai, President 

[Signature Pages to Fourth 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

	
	 Insight Venture Partners Growth-Buyout Coinvestment Fund, 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 Growth-Buyout Coinvestment Fund (B), 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 Growth-Buyout Coinvestment Fund (Cayman), 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 Growth-Buyout Coinvestment Fund (Delaware), 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 Ventures LLC

	 The Landmark @ One Market Street, Suite 300

	 San Francisco, CA 94105

	 Attn: John Somorjai

	
	 Accenture LLP

161 North Clark St.

	 Chicago, IL 60601

	 Attn: General Counsel

	 ncinomi@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