(1)
|
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and
Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933 ("Rule 144"), or any rule or regulation of the SEC;
|
(2)
|
execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer and/or director of nCino, Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5, and Forms 144, each including amendments thereto, in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144, respectively;
|
(3)
|
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4, or 5, or Form 144, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
|
(4)
|
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in- fact may approve in such attorney-in-fact's discretion.
|
/s/ Jeffrey Horing
|
|
Signature
|
|
Jeffrey Horing
|
|
Print Name
|
|
6/26/2023
|
|
Date
|
(1)
|
Represents restricted stock units (''RSUs'') that vest in full on the earlier of June 22, 2024 and the date of the next annual meeting of
nCino, Inc.’s (the “Issuer”) stockholders, subject to the reporting person's continued service through the applicable vesting date. These RSUs fully vest upon a change in control of the Issuer.
|
(2)
|
10,310,944 shares of common stock of the Issuer (“Shares” and each, a “Share”) are held of record by Insight Venture Partners IX, L.P.
(“IVP IX”), 5,123,257 Shares are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 1,092,443 Shares are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 205,816 Shares are
held of record by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, “Fund IX”). 4,190,253 Shares are held of record by Insight Venture Partners
Growth-Buyout Coinvestment Fund, L.P. (“IVP GBCF”), 3,368,720 Shares are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP GBCF Cayman”), 3,097,549 Shares are held of record by Insight Venture
Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP GBCF Delaware”) and 3,812,367 Shares are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP GBCF (B)” and, together with IVP GBCF, IVP
GBCF Cayman and IVP GBCF Delaware, “GBCF”). 2,217,791 Shares are held of record by Insight SN Holdings, LLC (“Fund X HoldCo 1”), 1,827,484 Shares are held of record by Insight SN Holdings 2, LLC (“Fund X HoldCo 2” and, together with Fund X
HoldCo 1, the “Fund X HoldCos”), 3,240,081 Shares are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and 626,762 Shares are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X” and,
together with the Fund X HoldCos and IVP Cayman X, “Fund X”). 9,547 Shares are held of record by IVP (Venice), L.P. (“Venice” and, together with Fund IX, GBCF and Fund X, the “Funds”).
|
(3)
|
These Shares are indicated as indirectly owned by the reporting person because the reporting person is a member of the board of managers
of Insight Holdings Group, LLC (“Holdings”), Holdings is the sole shareholder of each of Insight Venture Associates IX, Ltd. (“IVA IX Ltd”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA GBCF Ltd”) and Insight Venture
Associates X, Ltd. (“IVA X Ltd”), IVA IX Ltd is the general partner of Insight Venture Associates IX, L.P. (“IVA IX LP”), IVA GBCF Ltd is the general partner of Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA GBCF LP”) and
IVA X Ltd is the general partner of Insight Venture Associates X, L.P. (“IVA X LP”) and the managing member of IVP GP (Venice), LLC (“Venice GP”), and, in turn, IVA IX LP is the general partner of Fund IX, IVA GBCF LP is the general partner
of GBCF, IVA X LP is the general partner of each of Insight Venture Partners X, L.P. (“IVP X”), IVP Cayman X, IVP Delaware X and Insight Venture Partners X (Co-Investors), L.P. (“IVP Co-Investors X”), and IVP X and IVP Co-Investors X are
the sole members of each of the Fund X HoldCos, and Venice GP is the general partner of Venice, and the reporting person therefore may be deemed to share voting and dispositive power over such Shares. The reporting person disclaims
beneficial ownership of all Shares held of record by each of the Funds, except to the extent of his pecuniary interest therein.
|
(4)
|
1,144 Shares are held of record by JPH DE Trust Holdings LLC and 17,960 Shares are held of record by JPH Private Investments LLC. The
reporting person controls JPH DE Trust Holdings LLC and JPH Private Investments LLC. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, the reporting person may be deemed to be the beneficial
owner of the Shares held of record by JPH DE Trust Holdings LLC and JPH Private Investments LLC.
|