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:
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.
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.
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.
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”).
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.
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”).
WARRANT TO PURCHASE STOCKWarrant Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • California
THIS WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX VENTURE FINANCE LLC (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of Series C Preferred (the “Shares”) of CYBERU, INC. (the “Company”) at the initial exercise price per Share (the “Warrant Price”) set forth below, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company and Holder dated as of June 29, 2004 (the “Loan Agreement”) (Capitalized terms used herein, which are not defined, shall have the meanings set forth in the Loan Agreement.)
SECURITIES PURCHASE AGREEMENT between CORNERSTONE ONDEMAND, INC. and IRONWOOD EQUITY FUND LP Dated as of March 31, 2009Securities Purchase Agreement • September 29th, 2010 • Cornerstone OnDemand Inc • Connecticut
This SECURITIES PURCHASE AGREEMENT, dated as of March 31, 2009, between CORNERSTONE ONDEMAND, INC., a Delaware corporation (the “Company”), and IRONWOOD EQUITY FUND LP, a Delaware limited partnership (the “Purchaser”).
