X0306 4 2020-06-08 0001566895 NCINO, INC. NCNO 0001814524 Lake Spencer 6770 PARKER FARM DRIVE SUITE 300 WILMINGTON NC 28405 true Restricted Stock Units 2020-06-08 4 A 0 7500 0 A 2027-06-08 Common Stock 7500 7500 D Restricted Stock Units 2020-06-08 4 A 0 2500 0 A 2027-06-08 Common Stock 2500 2500 D Performance Stock Option (Right to Buy) 4.98 2020-07-01 4 A 0 1250 0 A 2027-06-01 Common Stock 1250 22500 D Performance Stock Option (Right to Buy) 4.98 2020-08-03 4 A 0 3750 0 A 2027-06-01 Common Stock 3750 26250 D These options were granted to the reporting person pursuant to a Non-Qualified Stock Option Agreement ("Stock Option Agreement") entered into in connection with a Consulting Agreement between the reporting person and the Issuer effective as of May 1, 2017. On May 1, 2017, the reporting person was granted an option to purchase 50,000 shares of common stock of the Issuer ("Shares"), subject to the satisfaction of certain performance criteria set forth in the Stock Option Agreement. The performance criteria for this option are as follows: 1,250 Shares vest for each $1 million of Annual Contract Value (as defined in the Stock Option Agreement) contracted for by the Issuer outside of the Americas during the time period beginning on May 1, 2017 and ending on May 1, 2021, subject to a maximum of 50,000 Shares vesting. On July 1, 2020, the Issuer's Board of Directors confirmed that an additional $1,000,000 of Annual Contract Value was contracted for by the Issuer outside of the Americas, and so an additional 1,250 Shares vested under this performance option. On August 3, 2020, the Compensation Committee of the Issuer's Board of Directors confirmed that an additional $3,000,000 of Annual Contract Value was contracted for by the Issuer outside of the Americas, and so an additional 3,750 Shares vested under this performance option. Each restricted stock unit ("RSU") represents a contingent right to receive one Share or, in the Issuer's discretion, an amount of cash equal to the fair market value of the Shares represented by the RSUs on the payment date. These RSUs vest in full on June 8, 2021, subject to the reporting person's continued service through the applicable vesting date, and provided that no RSUs can be settled until after the expiration of the lock-up period established in connection with the Issuer's initial public offering. These RSUs fully vest upon a change in control of the Issuer. Each RSU represents a contingent right to receive one Share or, in the Issuer's discretion, an amount of cash equal to the fair market value of the Shares represented by the RSUs on the payment date. These RSUs vested in full upon the effectiveness of the Securities Act registration statement for the Shares, provided that no RSUs can be settled until after the expiration of the lock-up period established in connection with the Issuer's initial public offering. This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. /s/ Jeanette Sellers as Attorney-in-Fact for Spencer Lake 2020-08-03