| (1) | Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the “Merger Agreement”), by and among nCino, Inc., a Delaware corporation (“Old nCino”), Penny HoldCo, Inc., a Delaware corporation and, at the time, a wholly owned subsidiary of Old nCino (the “Issuer”), SimpleNexus, LLC, a Utah limited liability company (the “SimpleNexus”), and certain other parties, effective January 7, 2022, among other things: (i) Old nCino merged with a merger sub and survived such merger as a wholly owned subsidiary of the Issuer; (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities surviving as a wholly owned subsidiary of the Issuer; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of the Issuer (the “SimpleNexus Merger”) (the mergers contemplated in clauses (i) – (iii) hereof, collectively, the “Mergers”). Upon completion of the Mergers, the Issuer changed its name to nCino, Inc. Pursuant to the Merger Agreement, at the effective time of the SimpleNexus Merger, the equity interests held by Insight SN Holdings, LLC, Insight SN Holdings 2, LLC, Insight Venture Partners (Cayman) X, L.P. and Insight Venture Partners (Delaware) X, L.P. in SimpleNexus and certain of the blocker entities were automatically converted into the right to receive the consideration payable pursuant to the terms of the Merger Agreement, including shares of common stock, par value $0.0005 per share, of the Issuer (“Shares”). |
