Unassociated Document


    


    Exhibit 4.7

    


    CORNERSTONE
ONDEMAND, INC.

    


    AMENDED
AND RESTATED VOTING AGREEMENT

    


    This
Amended and Restated Voting Agreement (this “Agreement”) is made as of
January 30, 2009 by and among Cornerstone OnDemand, Inc., a Delaware corporation
(the “Company”), the
individuals and entities listed on Exhibit A
attached hereto (each an “Investor,” and collectively
the “Investors”), the
individuals and entities listed on Exhibit B hereto
(each an “Existing
Investor,” and collectively the “Existing Investors”), and Adam
Miller (the “Founder”).  The
Investors, the Existing Investors and the Founder are referred to herein
collectively as the “Voting
Parties.”

    


    WHEREAS, the Company and the
Investors have entered into a Series E Preferred Stock and Warrant Purchase
Agreement (the “Purchase
Agreement”) of even date herewith pursuant to which the Company desires
to sell to the Investors and the Investors desire to purchase from the Company
shares of the Company’s Series E Preferred Stock (“Series E Preferred Stock”)
and Warrants to purchase shares of Series E Preferred Stock (“Series E
Warrants”).

    


    WHEREAS, the Company, the
Existing Investors and the Founder have previously entered into a Voting
Agreement, dated as of May 10, 2007 (the “Prior
Agreement”).

    


    WHEREAS, a condition to the
Investors’ obligations under the Purchase Agreement is that the Company, the
Investors, the Founder, and the Existing Investors enter into this Agreement for
the purpose of setting forth the terms and conditions pursuant to which the
Founder, Investors, and Existing Investors shall vote their shares of the
Company’s voting stock in favor of certain designees to the Company’s Board of
Directors.

    


    WHEREAS, the Prior Agreement
may be amended and restated in its entirety with the written consent of (i) the
Company, (ii) the holders of a majority of the Common Stock then outstanding,
(iii) a majority-in-interest of the Original Holders, and (iv) a
majority-in-interest of the individuals and entities listed on Exhibit A of the
Prior Agreement (the “Series D
Investors”).

    


    WHEREAS, the Company, the
Common Group (as defined in Section 2(b)(iv) below), a majority-in-interest of
the Original Holders, and a majority-in-interest of the Series D Investors
desire to amend and restate the Prior Agreement and to accept the rights and
obligations created pursuant hereto in lieu of the rights and obligations
created under the Prior Agreement.

    


    WHEREAS, the Company’s Eighth
Amended and Restated Certificate of Incorporation (the  “Certificate”) provides that:
(i) the holders of the Company’s Series E Preferred Stock, voting as a separate
class, shall be entitled to elect one director (the “Series E Director”);
(ii) the holders of the Company’s Series D Preferred Stock, voting as
a separate class, shall be entitled to elect two directors (the “Series D Directors”);
(iii) the holders of the Company’s Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock, voting together
as a single class on an as converted basis, shall be entitled to elect one
director (the “Preferred
Director”); (iv) the holders of the Company’s Common Stock, voting
as a separate class, shall be entitled to elect one director (the “Common Director”); and (v) the
holders of the Company’s Common Stock and Preferred Stock, each voting as a
separate class, shall be entitled to elect any additional directors by mutual
agreement (the “Additional
Directors”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    WHEREAS, the Company, the
Investors, the Founder, and the Existing Investors desire to facilitate the
voting arrangements set forth in this Agreement, and the sale and purchase of
shares of Series E Preferred Stock and Series E Warrants pursuant to the
Purchase Agreement, by agreeing to the terms and conditions set forth
below.

    


    NOW, THEREFORE, in
consideration of the foregoing recitals, mutual promises and covenants herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Shares.  During
the term of this Agreement, each Voting Party agrees to vote all shares of the
Company’s voting securities now or hereafter owned by it, whether beneficially
or otherwise, or as to which it has voting power (the “Shares”) in accordance with
the provisions of this Agreement.

    


    2.           Election of
Boards of Directors.

    


    (a)           Voting.  During the
term of this Agreement, each Voting Party agrees to vote all Shares in such
manner as may be necessary to elect (and maintain in office) as members of the
Company’s Board of Directors:

    


    (i)                 The
Series E Designee (as defined below) as the Series E Director;

    


    (ii)                 The
two (2) Series D Designees (as defined below) as the Series D
Directors;

    


    (iii)                 The
Preferred Designee (as defined below) as the Preferred Director;

    


    (iv)                 The
Common Designee (as defined below) as the Common Director; and

    


    (v)                 The
two (2) Mutual Designees (as defined below) as two (2) of the Additional
Directors.

    


    (b)           Designation of Directors.  The designees to
the Company’s Board of Directors described above (each a “Designee”) shall be selected
as follows:

    


    (i)                 The
“Series E Designee”
shall be chosen by Meritech Capital Partners, provided that Meritech
Capital Partners holds at least 2,000,000 shares in the aggregate of Series E
Preferred Stock.

    


    (ii)                 One
(1) “Series D
Designee” shall be chosen by Bessemer Venture Partners, provided that Bessemer
Venture Partners holds at least 2,000,000 shares in the aggregate of Series D
Preferred Stock; and one (1) “Series D Designee” shall
be chosen by Bay Partners, provided that Bay Partners
holds at least 2,000,000 shares in the aggregate of Series D Preferred
Stock.

     

    
      
         

      

      
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    (iii)                 The
“Preferred Designee”
shall be chosen by holders of a majority the Company’s Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock, voting together as a
single class on an as-converted basis (the “Preferred
Group”).

    


    (iv)                 The
“Common Designee” shall
be chosen by the holders of a majority of the Company’s Common Stock then
outstanding (the “Common
Group”); provided, however, that the
Common Designee shall be Adam Miller.

    


    (v)                 The
“Mutual Designees” shall
be independent, outside individuals chosen by a majority of the other Designees,
provided that
(i) a majority of the Series D Designee chosen by Bessemer Venture Partners, the
Series D Designee chosen by Bay Partners and the Series E Designee and (ii) the
Common Designee shall approve each Mutual Designee.

    


    (c)           Current
Designees.  For the purpose of this Agreement, the current
directors of the Company shall be deemed to be the following Designees: (i) Rob
Ward, as a representative of Meritech Capital Partners, shall be deemed to be
the Series E Designee upon his election to the Board of Directors in connection
with the sale and issuance of the Series E Preferred Stock, (ii) Byron
Deeter, as a representative of Bessemer Venture Partners, and Neil Sadaranganey,
as a representative of Bay Ventures, shall be deemed to be the Series D
Designees, (iii) the Preferred Designee seat shall initially be vacant,
(iv) Adam Miller shall be deemed to be the Common Designee, and
(v) Mark Baker and Hal Burlingame shall be the two Mutual
Designees.  

    


    (d)           Changes in
Designees.  From time to time during the term of this
Agreement, Voting Parties who hold sufficient Shares to select a Designee or
Designees who are entitled to select a Designee pursuant to this Agreement may,
in their sole discretion:

    


    (i)                 notify
the Company in writing of an intention to remove from the Company’s Board of
Directors any incumbent Designee who occupies a Board seat for which such Voting
Parties or Designees are entitled to designate the Designee; or

    


    (ii)                 notify
the Company in writing of an intention to select a new Designee for election to
a Board seat for which such Voting Parties or Designees are entitled to
designate the Designee (whether to replace a prior Designee or to fill a vacancy
in such Board seat).

    


    In the
event of such an initiation of a removal or selection of a Designee under this
section, the Company shall take such reasonable actions as are necessary to
facilitate such removals or elections, including, without limitation, soliciting
the votes of the appropriate stockholders, and the Voting Parties shall vote
their Shares to cause: (a) the removal from the Company’s Board of
Directors of the Designee or Designees so designated for removal; and
(b) the election to the Company’s Board Directors of any new Designee or
Designees so designated in accordance with Section 2(b).

    


    (e)           Size of Board of
Directors.  During the term of this Agreement, each Voting
Party agrees to vote all Shares to maintain the authorized number of members of
the Board of Directors of the Company at seven (7) directors and not to vote its
Shares for any amendment or change to the Certificate or Bylaws providing for
the election of more or less than seven (7) directors, or any other amendment or
change to the Restated Certificate or Bylaws inconsistent with the terms of this
Agreement.

     

    
      
         

      

      
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    (f)           Irrevocable
Proxy.  To secure the Voting Parties’ obligations to vote in
accordance with this Agreement and to comply with the other terms hereof, each
Voting Party hereby appoints the Chairman of the Board of Directors or the
President of the Company, or either of them from time to time, or their
designees, as such Voting Party’s true and lawful proxy and attorney, with the
power to act alone and with full power of substitution, to vote all shares of
capital stock of the Company held by such holder in favor of the matters set
forth in this Agreement and to execute all appropriate instruments consistent
with this Agreement on behalf of such holder if, and only if, such holder fails
to vote all of such holders shares of capital stock of the Company or execute
such other instruments in accordance with the provisions of this Agreement
within twenty (20) days of the Company’s written request for such holders’
written consent or signature.  The proxy and power granted by each
Voting Party pursuant to this section are coupled with an interest and are given
to secure the performance of such party’s duties under this
Agreement.  Each such proxy and power will be irrevocable for the term
hereof.  The proxy and power, so long as any party hereto is an
individual, will survive the death, incompetency and disability of such party or
any other individual holder and, so long as any party hereto is an entity, will
survive the merger or reorganization of such party or any other entity holding
any shares of capital stock of the Company.

    


    (g)           Failure to Designate a Board
Member.  In the absence of any designation from the persons or
groups with the right to designate a director as specified above, the director
previously designated by him, her or them and then serving shall be reelected if
still eligible to serve as provided herein; provided, however, if such director is
no longer eligible to serve as provided herein or if the person or group with
the right to designate a director as specified above elects not to designate a
director in writing, the director’s position shall remain vacant until a
successor shall have been duly elected and qualified in accordance with the
terms of this Agreement and Certificate, as amended.

    


    (h)           No Liability for Election of
Recommended Director.  None of the parties hereto and no
officer, director, stockholder, partner, employee or agent of any such party
makes any representation or warranty as to the fitness or competence of the
nominee of any party hereunder to serve on the Board of Directors by virtue of
such party’s execution of this Agreement or by the act of such party in voting
for such nominee pursuant to this Agreement.

    


    3.           Drag-Along
Rights.

    


    (a)           If
each of (i) the Company’s Board of Directors, (ii) Investors and/or Existing
Investors representing at least sixty percent (60%) of the Series D
Preferred Stock and Series E Preferred Stock voting together as a class on an as
converted basis and (iii) the Common Group approve a Liquidity Event (as defined
in the Certificate), each of the Investors, Existing Investors and the Founder
(together the “Original
Holders”, and each an “Original Holder”) agrees
(i) to vote all shares held by such Original Holder (whether owned or
otherwise exercises voting or disposition authority) in favor of such Change of
Control Transaction, and (ii) to sell, transfer, deliver or exchange all
shares of Common Stock or Preferred Stock, as the case may be, then held by such
Original Holder pursuant to the terms and conditions of such Change of Control
Transaction; subject to the following conditions:

     

    
      
         

      

      
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    (i)                 the
Original Holder shall not be required to indemnify the acquirer for the
inaccuracy of any representation or warranty made by any other person in
connection with the Liquidity Event, other than the Company, unless all Original
Holders are similarly obligated and liability for the Original Holder is capped
at the consideration actually paid or payable to such party in connection with
the Liquidity Event;

    


    (ii)                 liability
shall be limited to the amount of consideration actually paid or payable to such
Original Holder in connection with such Liquidity Event, except with respect to
(i) representations and warranties of such Original Holder related to authority,
ownership and the ability to convey title to the shares of such Original Holder,
(ii) any covenants made by such Original Holder with respect to confidentiality
or voting related to the Liquidity Event or (iii) claims related to fraud or
willful breach by such Original Holder, the liability for which need not be
limited;

    


    (iii)                 except
for any differences set forth in the Certificate, as amended, or agreed to in
writing by the Original Holder as of the date of signing of definitive
agreements related to the Liquidity Event, each class and series of capital
stock of the Company will be entitled to receive the same form of consideration
(and be subject to the same indemnity and escrow provisions) as a result of such
Change of Control Transaction; provided, however, that notwithstanding the
foregoing, if any holders of any capital stock of the Company are given an
option as to the form and amount of consideration to be received as a result of
the Liquidity Event, all holders of such capital stock will be given the same
option.; and

    


    (iv)                 the
payment with respect to each share of Common Stock or Preferred Stock, as the
case may be, is an amount at least equal to the amount payable in accordance
with the Company’s Certificate of Incorporation, if such Change of Control
Transaction were deemed a liquidation, dissolution or winding up within the
meaning of Article V, Section 3 thereof.

    


    (b)           If
a Liquidity Event will be effected as a merger, consolidation or similar
transaction (a “Merger”)
(i) with another entity that does not have a registered class of equity
securities, (ii) in which the Company will not be the surviving entity, and
(iii) pursuant to which securities of such other entity or the surviving entity
will be issued to the Company’s stockholders, then the Company may require any
stockholder who is not an accredited investor (an “accredited investor”), as
defined in Rule 501 of the Securities Act of 1933, as amended (the “Securities Act”), to sell all
of its shares of capital stock to the Company, the acquiring entity or the
surviving entity (a “Merger
Cash-Out”) immediately prior to or in connection with the
Merger.  The Company may require a Merger Cash-Out of non-accredited
investors pursuant to this Section 3 only (x) at a price per share equal to the
fair market value of the Common Stock or Preferred Stock, as determined in good
faith by the Board after taking into consideration the Merger, (y) with respect
to all, but not less than all, stockholders who are non-accredited, and (z) if
the Board of Directors first determines that the proposed Merger cannot
reasonably be structured or effected in a manner that does not materially
deprive the Company of the intended benefits of the Merger without the
registration under the Securities Act of the securities to be issued in the
Merger.  Each stockholder subject to the provisions of this Agreement
will promptly provide the Company with any certifications or other evidence as
the Company may reasonably request regarding the status of each stockholder as
an accredited investor.

     

    
      
         

      

      
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    4.           Cumulative
Voting.  In the event that any stockholder of the Company
exercises its right to cumulate its votes in connection with any election of
directors, the Voting Parties shall coordinate their voting to ensure that the
maximum number of Designees is elected to the Board of Directors.  In
determining the maximum number of Designees which may be ensured election, the
parties hereto shall assume that all outstanding Shares are voted and shall
assume that any Shares held by persons who are not parties to this Agreement
will vote their Shares for candidates other than the Designees.  If
less than all of the Designees can be assured election, then the priority given
to the Series D Designees shall be determined by Bessemer Venture Partners,
the priority given to the Preferred Designee shall be determined by the
Preferred Group, and the priority given to the Mutual Designees shall be
determined by the (i) Common Group, and (ii) the holders of a majority of the
Company’s Preferred Stock, voting together as a single class on an as converted
basis.

    


    5.           Termination.  This
Agreement shall terminate upon the earlier of (i) immediately following a
Liquidity Event, and (ii) the consummation of a firm commitment underwritten
public offering by the Company of shares of its Common Stock in connection with
which all the then-outstanding shares of Preferred Stock are converted into
shares of Common Stock pursuant to the Certificate.  

    


    6.           Additional
Shares.  In the event that subsequent to the date of this
Agreement any shares or other securities (other than pursuant to a Change of
Control Transaction) are issued on, or in exchange for, any of the Shares by
reason of any stock dividend, stock split, consolidation of shares,
reclassification or consolidation involving the Company, such shares or
securities shall be deemed to be Shares for purposes of this
Agreement.

    


    7.           Restrictive
Legend.  Each certificate representing any of the Shares
subject to this Agreement shall be marked by the Company with a legend reading
as follows:

    


    “THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY
BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE
PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND
BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

    


    8.           Indemnification  The
Company and each member of the Board of Directors of the Company elected
pursuant to this Agreement shall execute an indemnification agreement in the
form attached hereto as Exhibit
C.

    


    9.           Miscellaneous

    


    (a)           Certain
Definitions.  Shares “held” by a Voting Party shall
mean any Shares directly or indirectly owned (of record or beneficially) by such
Voting Party or as to which such Voting Party has voting
power.  “Vote”
shall include any exercise of voting rights whether at an annual or special
meeting or by written consent or in any other manner permitted by applicable
law.  A “majority-in-interest” of
either the Founder, the Existing Investors, the Original Holders or the
Investors (each, a “Group”) shall mean the holders
of a majority of the Common Stock (determined on an as-converted basis) then
held by such Group.

     

    
      
         

      

      
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    (b)           Notices.  All notices,
requests, demands, consents, instructions or other communications required or
permitted hereunder shall be in writing and faxed, e-mailed, mailed, or
delivered to each party as follows: (i) if to a Voting Party, at such
Voting Party’s address, facsimile number or e-mail address set forth in the
Company’s records, or at such other address, facsimile number or e-mail address
as such Investor shall have furnished the Company in writing, or (ii) if to
the Company, at 1601 Cloverfield Blvd., Suite 620, Santa Monica, California,
Attn: Chief Executive Officer, or at such other address or facsimile number as
the Company shall have furnished to the Voting Parties in writing, with a copy
to Herbert Fockler, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill
Road, Palo Alto, California 94304.  All such notices and
communications will be deemed effectively given the earlier of (i) when
received, (ii) when delivered personally, (iii) one business day after
being delivered by facsimile or e-mail (with receipt of appropriate
confirmation), (iv) one business day after being deposited with an
overnight courier service of recognized standing or (v) four days after
being deposited in the U.S. mail, first class with postage
prepaid.  With respect to any notice given by the Company under any
provision of the Delaware General Corporation Law or the Company’s charter or
bylaws, each Investor agrees that such notice may be given by facsimile or by
electronic mail.  In the event of any conflict between the Company’s
books and records and this Agreement or any notice delivered hereunder, the
Company’s books and records will control absent fraud or error.

    


    (c)           Successors and Assigns.  The
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties
hereto.  The Company shall not permit the transfer of any Shares on
its books or issue a new certificate representing any Shares unless and until
the person to whom such security is to be transferred shall have executed a
written agreement pursuant to which such person becomes a party to this
Agreement and agrees to be bound by all the provisions hereof as if such person
was a Voting Party hereunder.

    


    (d)           Governing
Law.  This Agreement shall be governed in all respects by the
internal laws of the State of Delaware as applied to agreements entered into
among Delaware residents to be performed entirely within Delaware, without
regard to principles of conflicts of law.

    


    (e)           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.  All references in this Agreement to
sections, paragraphs and exhibits shall, unless otherwise provided, refer to
sections and paragraphs hereof and exhibits attached hereto.

    


    (f)           Further
Assurances.  Each party hereto agrees to execute and deliver,
by the proper exercise of its corporate, limited liability company, partnership
or other powers, all such other and additional instruments and documents and so
all such other acts and things as may be necessary to more fully effectuate this
Agreement.

     

    
      
         

      

      
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    (g)           Entire
Agreement.  This Agreement and the exhibits hereto constitute
the full and entire understanding and agreement between the parties with regard
to the subjects hereof.  No party hereto shall be liable or bound to
any other party in any manner with regard to the subjects hereof or thereof by
any warranties, representations or covenants except as specifically set forth
herein.  As of the date hereof, the Prior Agreement shall terminate
and be of no further force or effect and shall be superseded and replaced in its
entirety by this agreement.

    


    (h)           Not a Voting
Trust.  This Agreement is not a voting trust governed by
Section 218 of the Delaware General Corporation Law and should not be
interpreted as such.  Except for this Agreement, neither any of the
Voting Parties nor any of their affiliates shall deposit any shares of capital
stock beneficially owned by such Voting Parties or affiliate in a voting trust
or subject any such shares of capital stock to any arrangement or agreement with
respect to the voting of such shares of capital stock.

    


    (i)           Specific
Performance.  It is agreed and understood that monetary damages
would not adequately compensate an injured party for the breach of this
Agreement by any party, that this Agreement shall be specifically enforceable,
and that any breach or threatened breach of this Agreement shall be the proper
subject of a temporary or permanent injunction or restraining
order.  Further, each party hereto waives any claim or defense that
there is an adequate remedy at law for such breach or threatened
breach.

    


    (j)           Amendment.  Except
as expressly provided herein, neither this Agreement nor any term hereof may be
amended, waived, discharged or terminated other than by a written instrument
referencing this Agreement and signed by the Company, the Common Group, and the
holders of a majority of the Series D Preferred Stock and the Series E Preferred
Stock held by the Investors and Existing Investors voting together as a class on
an as converted basis; provided, however, that in connection with the sale and issuance of a new
series of preferred stock of the Company following the execution of this
Agreement, this Agreement may be amended to increase the size of the Board by
one member and to add one new seat designated by the holders of a majority of
such series of preferred stock, solely with the consent of the Company and a
majority-in-interest of the Investors; provided, however, that Section 2(b)(iv) hereof may not be amended
without the consent of the Founder; provided further, that Investors purchasing Shares and Series E
Warrants under the Purchase Agreement after the Initial Closing (as defined in
the Purchase Agreement) may become parties to this Agreement without any
amendment of this Agreement pursuant to this paragraph or any consent or
approval of any other Voting Party; provided further,
that the provisions of Sections 2(a)(i), 2(b)(i), 2(d) and 9(j) may be amended
and the observance of any term thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of Meritech Capital Partners if such provision to be amended or
term to be waived has an adverse effect on Meritech Capital Partners and does
not so affect the other Voting Parties; provided further,
that the provisions of Sections 2(a)(ii), 2(b)(ii), 2(d) and 9(j) may be amended
and the observance of any term thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of Bessemer Venture Partners if such provision to be amended or
term to be waived has an adverse effect on Bessemer Venture Partners and does
not so affect the other Voting Parties; provided further,
that the provisions of Sections 2(a)(ii), 2(b)(ii), 2(d) and 9(j) may be amended
and the observance of any term thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of Bay Partners if such provision to be amended or term to be
waived has an adverse effect on Bay Partners and does not so affect the other
Voting Parties.  Any such amendment, waiver, discharge or termination
effected in accordance with this paragraph shall be binding upon each Voting
Party that has entered into this voting agreement.  Each Voting Party
acknowledges that by the operation of this paragraph, the Common Group, the
holders of a majority of the Shares held by the Original Holders and the holders
of a majority of the Shares held by the Investors will have the right and power
to diminish or eliminate all rights of such Voting Party under this
Agreement.

     

    
      
         

      

      
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    (k)           Spousal
Consent.  If any individual Voting Party signing this agreement
as of the date hereof is married on the date of this Agreement, such Voting
Party’s spouse shall execute and deliver to the Company a consent of spouse in
the form of Exhibit
C hereto (“Consent of
Spouse”), effective on the date hereof.  Notwithstanding the
execution and delivery thereof, such consent shall not be deemed to confer or
convey to the spouse any rights in such Voting Party’s shares of capital stock
of the Company that do not otherwise exist by operation of law or the agreement
of the parties.

    


    (l)           No Waiver.  The
failure or delay by a party to enforce any provision of this Agreement will not
in any way be construed as a waiver of any such provision or prevent that party
from thereafter enforcing any other provision of this Agreement.  The
rights granted both parties hereunder are cumulative and will not constitute a
waiver of either party’s right to assert any other legal remedy available to
it.

    


    (m)           Severability.  If
any provision of this Agreement becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, portions of such provision,
or such provision in its entirety, to the extent necessary, shall be severed
from this Agreement, and such court will replace such illegal, void or
unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other
purposes of the illegal, void or unenforceable provision.  The balance
of this Agreement shall be enforceable in accordance with its
terms.

    


    (n)           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
agreement.  Facsimile copies of signed signature pages will be deemed
binding originals.

    


    (signature pages
follow)

    


    
      
         

      

      
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    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	      
                                    CORNERSTONE
      ONDEMAND, INC.,

                                    a
      Delaware corporation

                                  	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/ Adam
      Miller	 
	 	Name: 
      	Adam
      Miller	 
	 	Title:
      	President
      and Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	FOUNDER:	 
	 	 	 	 
	 	 	 	 
	 	/s/
      Adam Miller	 
	 	Adam
      Miller	 


                          

                        

                      

                    

                  

                

              

            

          

        

      



     

    


    [Signature page to
Amended and Restated Voting Agreement]

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	INVESTORS:	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	Meritech
      Capital Associates III L.L.C.	 
	 	 	its
      General Partner	 
	 	 	 	 
	 	By:	Meritech
      Management Associates III L.L.C.	 
	 	 	a
      managing member	 
	 	 	 	 
	 	By:
      	/s/
      Mike Gordon	 
	 	
                                    Name:  Mike
      Gordon

                                    Title:  Managing Director

                                  	 


                          

                           

                          	 	Address:  	
                                  245
      Lytton Ave, Suite 350

                                  Palo Alto, CA 94301

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	INVESTORS:	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	Meritech
      Capital Associates III L.L.C.	 
	 	 	its
      General Partner	 
	 	 	 	 
	 	By:	Meritech
      Management Associates III L.L.C.	 
	 	 	a
      managing member	 
	 	 	 	 
	 	By:
      	/s/
      Mike Gordon	 
	 	
                                      Name:  Mike
      Gordon

                                      Title:  Managing Director

                                    	 


                            

                             

                            	 	Address:  	
                                    245
      Lytton Ave, Suite 350

                                    Palo Alto, CA 94301

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

       

      
        [Signature page to
Amended and Restated Voting Agreement]

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

    


    
      
        	 	
                INVESTORS:

                 

                BESSEMER VENTURE PARTNERS VI
      L.P.

              	 
	
                 

              	
                By:
      

              	Deer
      VI & Co. LLC, General Partner	 
	 	 	 	 
	 	By:  	/s/
      J. Edmund Colloton	 
	 	
                Name:  J.
      Edmund Colloton

                Title:  Executive Manager

              	 
	 	 	 	 
	 	
                Notice
      Address:

                c/o Bessemer Venture Partners

                1865 Palmer Avenue, Suite 104

                Larchmont, NY 10538

              	 
	 	 	 
	 	 	 
	 	BESSEMER
      VENTURE PARTNERS CO-INVESTMENT L.P.	 
	 	By: 	Deer
      VI & Co. LLC, General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
      J. Edmund Colloton	 
	 	
                Name:  J.
      Edmund Colloton

                Title:  Executive Manager

              	 
	 	 	 
	 	      
                Notice
      Address:

                c/o
      Bessemer Venture Partners

                1865
      Palmer Avenue, Suite 104

                Larchmont,
      NY 10538

              	 


      

       

       

      
        [Signature page to
Amended and Restated Voting Agreement]

      

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

    
      
        	 	
                INVESTORS:

                 

                BAY PARTNERS XI, L.P.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	      
                Bay
      Management Company XI, LLC,

              	 
	 	 	      
                Its
      General Partner

              	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/
      Neil Sadaranganey	 
	 	
                Name:
      Neil Sadaranganey

                Title: Manager

              	 
	 	 	 	 
	 	 	 	 
	 	BAY
      PARTNERS XI PARALLEL FUND, L.P.	 
	 	 	 	 
	 	      
                By:

              	      
                Bay
      Management Company XI, LLC,

              	 
	 	 	      
                Its
      General Partner

              	 
	 	 	 	 
	 	 	 	 
	 	By:  	/s/
      Neil Sadaranganey	 
	 	
                Name:
      Neil Sadaranganey
Title: Manager

                 

              	 


      


      [Signature page to
Amended and Restated Voting Agreement]

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

    
      	 	
              INVESTORS:

               

              
                ff
      BLUE PRIVATE EQUITY FUND, L.P.

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ John Frankel	 
	 	 	 	 
	 	Name: 
      	John
      Frankel	 
	 	 	 	 
	 	Title:
      	Manager,
      ff Blue Private Equity Fund, LP	 


    

     

    
      [Signature page to
Amended and Restated Voting Agreement]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

     

    
      
        	 	 	
                INVESTORS:

                 

                 

                Ken Fried

              	 
	 	 	 	 
	
                 

              	
                 

              	/s/
      Ken
      Fried                                                                	 
	 	 	 	 
	 	 	
                 

                 

                Paul Holland

                 

                 

              	 
	 	 	/s/
      Paul Holland	 


      


      [Signature page to
Amended and Restated Voting Agreement]

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

    
      
        	 	
                EXISTING
      INVESTORS:

                 

                BESSEMER VENTURE PARTNERS VI
      L.P.

                
                  BESSEMER
      VENTURE PARTNERS VI  INSTITUTIONAL L.P.

                  
                    BESSEMER
      VENTURE PARTNERS CO-INVESTMENT L.P.

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	Deer
      VI & Co. LLC, Its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:
      	/s/
      J. Edmund Colloton	 
	 	
                Name:
      J. Edmund Colloton

                Title:  Executive Manager

                 

                      
                  Notice
      Address:

                  c/o
      Bessemer Venture Partners

                  1865
      Palmer Avenue, Suite 104

                  Larchmont,
      NY 10538

                

              	 


      

    

    

      [Signature page to
Amended and Restated Voting Agreement]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    The
parties have executed this Amended and Restated Voting Agreement as of the date
first above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	      
                                                            EXISTING
      INVESTORS:

                                                             

                                                            BAY PARTNERS XI, L.P.

                                                          	 
	 	 	 	 
	
                                                             

                                                          	
                                                            By:
      

                                                          	      
                                                            Bay
      Management Company XI, LLC,

                                                          	 
	 	 	      
                                                            Its
      General Partner

                                                          	 
	 	 	 	 
	 	 	 	 
	 	      
                                                            By:

                                                          	/s/ Neil Sadaranganey	 
	 	
                                                            Name:
      Neil Sadaranganey

                                                            Title: Manager

                                                          	 
	 	 	 	 
	 	
                                                             

                                                            BAY
      PARTNERS XI PARALLEL FUND, L.P.

                                                          	 
	 	 	 	 
	 	      
                                                            By:

                                                          	      
                                                            Bay
      Management Company XI, LLC,

                                                          	 
	 	 	      
                                                            Its
      General Partner

                                                          	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
      Neil Sadaranganey	 
	 	      
                                                            Name:
      Neil Sadaranganey

                                                            Title: Manager

                                                          	 
	 	 	 	 


                                                  

                                                   

                                                  [Signature page to
Amended and Restated Voting Agreement]

                                                   

                                                  
                                                    
                                                       

                                                    

                                                    
                                                       

                                                      
                                                        

                                                      

                                                    

                                                    
                                                       

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    Exhibit A

    


    INVESTORS

    


    Meritech
Capital Partners III, L.P.

    Meritech
Capital Affiliates III, L.P.

    245
Lytton Ave, Suite 350

    Palo
Alto, CA 94301

    


    Bessemer
Venture Partners VI L.P.

    Bessemer
Venture Partners VI Institutional L.P.

    Bessemer
Venture Partners Co-Investment L.P.

    1865
Palmer Avenue, Suite 104

    Larchmont,
NY 10538

    


    Bay
Partners XI, L.P.

    Bay
Partners XI Parallel Fund, L.P.

    490 S.
California Avenue, Suite 200

    Palo
Alto, CA  94306

    


    ff
Blue Private Equity Fund, L.P.

    


    Ken
Fried

    


    Paul
Holland

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit B

    


    EXISTING
INVESTORS

    


    


    Bessemer
Venture Partners VI L.P.

    Bessemer
Venture Partners VI Institutional L.P.

    Bessemer
Venture Partners Co-Investment L.P.

    


    Bay
Partners XI, L.P.

    Bay
Partners XI Parallel Fund, L.P.

    


    Ilan
Kaufthal

    


    Ivan
Lustig

    


    Mark
Baker

    


    Paul
Gersh

    


    Tri-Gran
Investments, Inc.

    


    Ken
Fried

    


    CyberU
Investment Alliance LLC

    


    Ken
Friedman

    


    David
Jackson

    


    John
Frankel

    


    Oliver
Frankel

    


    Paul
Holland

    


    Alliance
Trust Pensions Limited ATFSIPP

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    Exhibit
C

    


    CONSENT
OF SPOUSE

    


    


    I,
____________________, spouse of ______________, acknowledge that I have read the
Amended and Restated Voting Agreement, dated as of January __, 2009, as amended,
to which this Consent is attached as Exhibit C (the “Agreement”), and that I know
the contents of the Agreement.  I am aware that the Agreement contains
provisions regarding the voting and transfer of shares of capital stock of the
Company that my spouse may own, including any inter­est I might have
therein.

    


    I hereby
agree that my interest, if any, in any shares of capital stock of the
Com­pany subject to the Agreement shall be irrevocably bound by the
Agreement and further under­stand and agree that any community property
interest I may have in such shares of capital stock of the Company shall be
similarly bound by the Agreement.

    


    I am
aware that the legal, financial and related matters contained in the
Agree­ment are complex and that I am free to seek independent professional
guidance or counsel with respect to this Consent.  I have either
sought such guidance or counsel or determined after reviewing the Agreement
carefully that I will waive such right.

     

    
      
        
          
            
              
                	
                      	 	 
	 	 	 	 
	
                         

                      	
                        Dated:

                      	 	 


              

            

          

        

      

    

    
 

    
      
        
          
            
              	 	 	 
	 	 	 	 
	
                       

                    	
                       

                    	 	 
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