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
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”).
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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 6th, 2021 • Cornerstone OnDemand Inc • Services-prepackaged software • Delaware
This Voting and Support Agreement (this “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., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the individuals and trusts listed as a stockholder of Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), each of the on the signature page hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
FORM OF 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 [•], 2021, by and among Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”), the entity identified on the signature page hereto (“Stockholder”), and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”).
