Cornerstone OnDemand, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2011 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
Cornerstone OnDemand, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") for whom Goldman, Sachs & Co. and Barclays Capital Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 7,500,000 shares of Common Stock, par value $0.0001 per share ("Stock"), of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 3,000,000 shares and, at the election of the Underwriters, up to 1,575,000 additional shares of Stock. The aggregate of 10,500,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,575,000 additional shares to be sold by the Selling Stockholders is herein called th
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 15th, 2011 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 20, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CORNERSTONE ONDEMAND, INC., a Delaware corporation ( “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
CORNERSTONE ONDEMAND, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
This Amended and Restated Indemnification Agreement (the “Agreement”) is made and entered into as of ______________ ____, 20[ ] between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
Exhibit I — Form of Specified Discount Prepayment Notice Exhibit J — Form of Specified Discount Prepayment Response Exhibit K — Form of Discount Range Prepayment Notice Exhibit L — Form of Discount Range Prepayment Offer Exhibit M — Form of Solicited Discounted Prepayment Notice Exhibit N — Form of Solicited Discounted Prepayment Offer Exhibit O — Form of Acceptance and Prepayment Notice
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 20, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CORNERSTONE ONDEMAND, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Cornerstone OnDemand, Inc.Purchase Agreement • June 12th, 2013 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $220,000,000 principal amount of its 1.50% Convertible Senior Notes due 2018 (the “Firm Securities”), convertible into shares of the Company’s common stock, par value $0.0001 per share (“Stock”), and, at the election of the Purchasers, up to an aggregate of $33,000,000 additional principal amount of its 1.50% Convertible Senior Notes due 2018 (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).
INVESTMENT AGREEMENT by and among CORNERSTONE ONDEMAND, INC.Investment Agreement • February 27th, 2018 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
INDENTURE, dated as of [•], 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), and [U.S. Bank National Association], as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ContractWarrant Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AGREEMENT AND PLAN OF MERGER among: CORNERSTONE ONDEMAND, INC., a Delaware corporation; SUNSHINE SOFTWARE HOLDINGS, INC., a Delaware corporation; and SUNSHINE SOFTWARE MERGER SUB, INC., a Delaware corporation Dated as of August 5, 2021Merger Agreement • August 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • May 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Mark Goldin (“Executive”) and Cornerstone OnDemand, Inc., a Delaware corporation(the “Company”), effective as of May 3, 2021 (the “Effective Date”). This Agreement amends and restates in its entirety any change of control severance agreement made and entered into by and between Executive and the Company (the “Prior Agreement”).
CORNERSTONE ONDEMAND, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of December 8, 2017 5.75% CONVERTIBLE SENIOR NOTES DUE 2021Indenture • December 8th, 2017 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
INDENTURE, dated as of December 8, 2017, between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
OFFICE LEASE THE WATER GARDEN WATER GARDEN REALTY HOLDING LLC, a Delaware limited liability company, as Landlord, and CORNERSTONE ONDEMAND, INC., a Delaware corporation, as Tenant THE WATER GARDENOffice Lease • March 6th, 2012 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary are sometimes collectively referred to herein as the “Lease”), dated as of the date set forth in Section 1 of the Summary is made by and between WATER GARDEN REALTY HOLDING LLC, a Delaware limited liability company (“Landlord”), and CORNERSTONE ONDEMAND, INC., a Delaware corporation (“Tenant”).
CORNERSTONE OnDEMAND, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2019 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is effective on May 8, 2019 (the “Effective Date”) by and between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), and Heidi Spirgi (“Executive”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of January 30, 2009 by and among Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto, the persons and entities listed on Exhibit B attached hereto (each an “Existing Investor,” and collectively the “Existing Investors”), and Adam Miller (the “Founder”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is effective as of November 8, 2010 (the “Effective Date”) by and between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), and Steven Seymour (“Executive”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of August 5, 2021, by and among Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”), the entities identified on the signature page hereto (each, a “Stockholder”), and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”).
EXHIBIT 24 AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Meritech Management...Agreement to File Jointly and Statement Appointing Designated Filer and Authorized Signatory • December 5th, 2011 • Cornerstone OnDemand Inc • Services-prepackaged software
Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates Meritech Management Associates III L.L.C. or such other person or entity as is designated in writing by Paul Madera (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act") and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") (collectively, the "Reports") with respect to each Reporting Person
MASTER SERVICE AGREEMENTMaster Service Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • England and Wales
This Master Service Agreement (the “MSA”) is entered into on Nov 4, 2009 (the “Effective Date”) by and between Equinix (UK) Limited (“Equinix”), a company registered in England and Wales under registration number 3672650 and whose registered office is Quadrant House, Floor 6, 17 Thomas More Street, Thomas More Square, London ElW 1YW, United Kingdom and Cornerstone OnDemand, Inc. (“Customer”), a Delaware corporation, located at 1601 Cloverfield Boulevard, Suite 620, Santa Monica, California 90404, United States.
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT BY AND AMONG CORNERSTONE ONDEMAND, INC., DOLPHIN ACQUISITION LIMITED, SONAR LIMITED, EACH OF THE COMPANY STOCKHOLDERS, AND WITH RESPECT TO ARTICLE VIII ONLY, MICHAEL CARDEN, AS STOCKHOLDER REPRESENTATIVE...Share Purchase Agreement • May 15th, 2012 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2012, by and among Cornerstone OnDemand, Inc., a Delaware corporation (“Parent”), Dolphin Acquisition Limited, a company incorporated under the laws of New Zealand and a wholly-owned subsidiary of Parent (the “Buyer”), Sonar Limited, a company incorporated under the laws of New Zealand (the “Company”), and each individual or entity listed on Schedule 1.1(a) hereto (individually, a “Company Stockholder” and collectively, the “Company Stockholders”), and, with respect to Article VIII only, Michael Carden, in his capacity as stockholder representative (the “Stockholder Representative”).
TRANSITION AGREEMENT AND RELEASE OF CLAIMSTransition Agreement and Release of Claims • February 27th, 2018 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This transition agreement and release of claims (this “Agreement”) is made by and between Cornerstone OnDemand, Inc. (the “Company”), and Kirsten Helvey (“Executive”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually referred to as a “Party.”
SUPPORT AGREEMENTSupport Agreement • August 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
THIS SUPPORT AGREEMENT (“Agreement”) is entered into as of August 5, 2021, by and among Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”), Sunshine Software Merger Sub, Inc., an indirect and wholly owned subsidiary of Parent (“Merger Sub”), the entity identified on the signature page hereto (“Securityholder”), and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO LEASELease • May 9th, 2013 • Cornerstone OnDemand Inc • Services-prepackaged software • California
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of February 28, 2013, by and between WATER GARDEN REALTY HOLDING LLC, a Delaware limited liability company (“Landlord”), and CORNERSTONE ONDEMAND, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2012 • Cornerstone OnDemand Inc • Services-prepackaged software
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of March, 2012, by and between Silicon Valley Bank (“Bank”) and CORNERSTONE ONDEMAND, INC., a Delaware corporation (“Borrower”) whose address is 1601 Cloverfield Blvd. #620, Santa Monica, CA 90404.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 14th, 2012 • Cornerstone OnDemand Inc • Services-prepackaged software
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 5th day of November, 2012, by and between Silicon Valley Bank (“Bank”) and CORNERSTONE ONDEMAND, INC., a Delaware corporation (“Borrower”) whose address is 1601 Cloverfield Blvd. #620, Santa Monica, CA 90404.
THIRD AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • February 26th, 2020 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
This THIRD AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), dated February 24, 2020, amends that certain Investment Agreement, dated as of November 8, 2017, and amended by that certain Amendment to Investment Agreement, dated November 28, 2017, and that certain Second Amendment to Investment Agreement, dated February 25, 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Investment Agreement”), by and among, inter alia, Cornerstone OnDemand, Inc., a Delaware corporation, and Silver Lake Alpine, L.P. (f/k/a Silver Lake Credit Partners, L.P.), a Delaware limited partnership. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Investment Agreement.
ContractWarrant Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CORNERSTONE ONDEMAND, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
This Agreement is entered into as of May 24, 2010, (the “Effective Date”) by and between Cornerstone OnDemand, Inc. (the “Company”) and Mark Goldin (“Executive”).
AGREEMENTEmployment Agreement • August 7th, 2014 • Cornerstone OnDemand Inc • Services-prepackaged software • California
Cornerstone OnDemand Inc., whose registered office is located at 1601 Cloverfield Blvd. Suite 620, Santa Monica, CA 90404, United States of America
ContractWarrant Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
CORNERSTONE ONDEMAND, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2016 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Employment Agreement (the “Agreement”) is effective as of May 1, 2016 (the “Effective Date”) by and between Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), and Brian L. Swartz (“Executive”).
WARRANT TO PURCHASE COMMON STOCK, PAR VALUE $0.0001 PER SHARE, OF CORNERSTONE ONDEMAND, INC.Warrant Agreement • December 17th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Warrant (the “Warrant”) is issued to ADP, Inc., a Delaware corporation, by Cornerstone OnDemand, Inc., a Delaware corporation (the “Corporation”) pursuant to the terms of that certain Warrant Agreement dated as of May 6, 2009 by and between the Corporation and ADP, Inc., a Delaware corporation (including any of its affiliates, “ADP” or “Holder”), that Agreement and First Amendment to Warrant Agreement, effective as of November 24, 2010, by and between the Corporation and ADP and that Second Amendment to Warrant Agreement, effective as of December 6, 2010, by and between the Corporation and ADP (collectively, the “Amended Warrant Agreement”). The Holder of this Warrant is entitled upon surrender of this Warrant in accordance with the terms of the Amended Warrant Agreement to purchase from the Corporation 360,000 shares of Common Stock, $0.0001 par value per share, of the Corporation (the “Shares”). The initial Exercise Price shall be $0.01 per Share (which initial Exercise Price ma
AMENDMENT AGREEMENTAmendment Agreement • April 22nd, 2020 • Cornerstone OnDemand Inc • Services-prepackaged software
THIS AMENDMENT AGREEMENT, dated as of April 22, 2020 (this “Amendment”) is entered into by and among Cornerstone OnDemand, Inc., a Delaware corporation (“Buyer”) and Vector Talent Holdings, L.P., an exempted limited partnership registered under the laws of the Cayman Islands and having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands (“Seller,” and collectively with Buyer, the “Parties”).
CORNERSTONE ONDEMAND, INC. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 7th, 2013 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between _______________ (“Executive”) and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), effective as of _______________, 2013 (the “Effective Date”).
MASTER SERVICE AGREEMENT UNITED STATESMaster Service Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
This Master Service Agreement (the “MSA (United States)”) is entered into on November 6, 2009 (the “Effective Date”) by and between Equinix Operating Co., Inc. (“Equinix”) and the undersigned customer (“Customer”).
CORNERSTONE ONDEMAND, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2010 • Cornerstone OnDemand Inc • Services-prepackaged software • California
This Amended and Restated Employment Agreement (the “Agreement”), is entered into and is effective as of November 8, 2010, (the “Effective Date”) by and between Cornerstone OnDemand, Inc. (the “Company”) and Dave Carter (“Executive”).
