Unassociated Document


    Exhibit
4.6

    


    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.

    


    WARRANT
TO PURCHASE STOCK

    


    
      
        	
                Corporation:

              	
                Cornerstone
      OnDemand, Inc.

              
	
                Number
      of Shares:

              	
                140,625

              
	
                Class
      of Stock:

              	
                Series
      D Preferred

              
	
                Initial
      Exercise Price:

              	
                $1.60
      per share

              
	
                Issue
      Date:

              	
                September
      12, 2007

              
	
                Expiration
      Date:

              	
                September
      12, 2014

              


      

    

    


    THIS
WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable
consideration, the receipt of which is hereby acknowledged, COMERICA BANK, a
Michigan banking corporation, or its assignee (“Holder”), is entitled to
purchase the number of fully paid and nonassessable shares of the class of
securities (the “Shares”) of Cornerstone OnDemand, Inc. (the “Company”) at the
initial exercise price per Share (the “Warrant Price”) all as set forth above
and as adjusted pursuant to this Warrant, subject to the provisions and upon the
terms and conditions set forth in this Warrant. Upon Holder’s making any
Acquisition Advance under the Loan and Security Agreement of even date between
Company and Holder, Holder may acquire 140,625 additional Shares under this
Warrant.

    


    ARTICLE
I

    EXERCISE

    


    1.1      
   Method of Exercise.
Holder may exercise this Warrant by delivering this Warrant and a duly executed
Notice of Exercise in substantially the form attached as Appendix 1 to the
principal office of the Company. Holder shall also deliver to the Company a
check or wire for the aggregate Warrant Price for the Shares being
purchased.

    


    1.2   
      Reserved.

    


    1.3  
       Delivery of Certificate and
New Warrant. Within 45 days after Holder exercises this Warrant, the
Company shall deliver to Holder certificates for the Shares acquired and, if
this Warrant has not been fully exercised and has not expired, a new warrant
representing the Shares not so acquired.

    


    1.4 
        Replacement of
Warrants. In the case of loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company or, in the case of mutilation, on surrender and cancellation of this
Warrant, the Company at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor.

    


    1.5  
       Acquisition of the
Company.

    


    1.5.1           “Acquisition.” For the
purpose of this Warrant, “Acquisition” means (a) any sale, license, or other
disposition of all or substantially all of the assets (including intellectual
property) of the Company, or (b) any reorganization, consolidation, merger or
sale of the voting securities of the Company or any other transaction where the
holders of the Company’s securities before the transaction beneficially own less
than 50% of the outstanding voting securities of the surviving entity after the
transaction.

     

    
      
         


      

      
        1.

        
          

        

      

      
         


      

    


    1.5.2           Assumption of
Warrant. Upon the closing of any Acquisition (other than an Acquisition
in which the consideration received by the Company’s stockholders consists
solely of cash, in which case Section 1.5.3 below shall apply), and as a
condition precedent thereto, the successor or surviving entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same
securities, cash, and property as would be payable for the Shares issuable upon
exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent closing;
provided, however, that if the successor or surviving entity refuses to assume
the Warrant, the provisions of Section 1.5.3 below shall apply. The Warrant
Price shall be adjusted accordingly, and the Warrant Price and number and class
of Shares shall continue to be subject to adjustment from time to time in
accordance with the provisions hereof.

    


    1.5.3           Exercise/Expiration
of Warrant. Upon the written request of Company, Holder agrees that, in the
event of an Acquisition, either (a) Holder shall exercise its conversion or
purchase right under this Warrant and such exercise will be deemed effective
immediately prior to the consummation of such Acquisition or (b) if Holder
elects not to exercise the Warrant, this Warrant will expire upon the
consummation of such Acquisition. Company shall provide Holder with written
notice of its request relating to the foregoing (together with such reasonable
information as Holder may request in connection with such contemplated
Acquisition giving rise to such notice), which is to be delivered to Holder not
less than ten (10) days prior to the closing of the proposed
Acquisition.

    


    ARTICLE
2

    ADJUSTMENTS
TO THE SHARES

    


    2.1          Stock Dividends, Splits.
Etc. If the Company declares or pays a dividend on its common stock
payable in common stock, or other securities, or subdivides the outstanding
common stock into a greater amount of common stock, then upon exercise of this
Warrant, for each Share acquired, Holder shall receive, without cost to Holder,
the total number and kind of securities to which Holder would have been entitled
had Holder owned the Shares of record as of the date the dividend or subdivision
occurred.

    


    2.2          Reclassification, Exchange
or Substitution. Upon any reclassification, exchange, substitution, or
other event that results in a change of the number and/or class of the
securities issuable upon exercise or conversion of this Warrant, Holder shall be
entitled to receive, upon exercise or conversion of this Warrant, the number and
kind of securities and property that Holder would have received for the Shares
if this Warrant had been exercised immediately before such reclassification,
exchange, substitution, or other event. Such an event shall include any
automatic conversion of the outstanding or issuable securities of the Company of
the same class or series as the Shares to common stock pursuant to the terms of
the Company’s Certificate of Incorporation upon the closing of a registered
public offering of the Company’s common stock. The Company or its successor
shall promptly issue to Holder a new warrant for such new securities or other
property. The new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
2 including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new warrant. The
provisions of this Section 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.

    


    2.3          Adjustments for
Combinations, Etc. If the outstanding Shares are combined or
consolidated, by reclassification, reverse split or otherwise, into a lesser
number of Shares, the Warrant Price shall be proportionately increased. If the
outstanding Shares are split or multiplied, by reclassification or otherwise,
into a greater number of Shares, the Warrant Price shall be proportionately
decreased.

    


    2.4          Adjustments for Diluting
Issuances. The Warrant Price and the Number of Shares issuable upon
exercise of this Warrant shall be subject to adjustment, from time to time, in
the manner set forth on Exhibit A, if attached, in the event of Diluting
Issuances (as defined on Exhibit
A).

    


    2.5          No Impairment. The
Company shall not, by amendment of its Certificate of Incorporation or through a
reorganization, transfer of assets, consolidation, merger, dissolution, issue,
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed under
this Warrant by the Company, but shall at all times in good faith assist in
carrying out all the provisions of this Article 2 and in taking all such action
as may be necessary or appropriate to protect Holder’s rights under this Article
2 against impairment.

     

    
      
         


      

      
        2.

        
          

        

      

      
         


      

    


    2.6          Certificate as to
Adjustments. Upon each adjustment of the Warrant Price, the Company at
its expense shall promptly compute such adjustment, and furnish Holder with a
certificate signed by its Chief Financial Officer setting forth such adjustment
and the facts upon which such adjustment is based. The Company shall, upon
written request, furnish Holder a certificate setting forth the Warrant Price in
effect upon the date thereof and the series of adjustments leading to such
Warrant Price.

    


    2.7          Fractional Shares. No
fractional Shares shall be issuable upon exercise of this Warrant and the Number
of Shares to be issued shall be rounded down to the nearest whole Share. If a
fractional share interest arises upon any exercise of the Warrant, the Company
shall eliminate such fractional share interest by paying Holder an amount
computed by multiplying the fractional interest by the fair market value, as
determined by the Company’s Board of Directors, of a full Share.

    


    ARTICLE
3

    REPRESENTATIONS
AND COVENANTS OF THE COMPANY

    


    3.1          Representations and
Warranties. The Company hereby represents and warrants to, and agrees
with, the Holder as follows:

    


    3.1.1           The
initial Warrant Price referenced on the first page of this Warrant is not
greater than the fair market value of the Shares as of the date of this
Warrant.

    


    3.1.2           All
Shares which may be issued upon the exercise of the purchase right represented
by this Warrant, and all securities, if any, issuable upon conversion of the
Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and
nonassessable, and free of any liens and encumbrances except for restrictions on
transfer provided for herein or under applicable federal and state securities
laws.

    


    3.1.3           The
Company’s capitalization table attached to this Warrant is true and complete as
of the Issue Date.

    


    3.2          Notice of Certain
Events. If the Company proposes at any time (a) to declare any dividend
or distribution upon its stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend; (b) to offer for
subscription pro rata to the holders of any class or series of its stock any
additional shares of stock of any class or series or other rights; (c) to effect
any reclassification or recapitalization of stock; or (d) to merge or
consolidate with or into any other corporation, or sell, lease, license, or
convey all or substantially all of its assets, or to liquidate, dissolve or wind
up, then, in connection with each such event, the Company shall give Holder (1)
at least 10 days prior written notice of the date on which a record will be
taken for such dividend, distribution, or subscription rights (and specifying
the date on which the holders of stock will be entitled thereto) or for
determining rights to vote, if any, in respect of the matters referred to in (a)
and (b) above; and (2) in the case of the matters referred to in (c) and (d)
above at least 10 days prior written notice of the date when the same will take
place (and specifying the date on which the holders of stock will be entitled to
exchange their stock for securities or other property deliverable upon the
occurrence of such event).

    


    3.3          Information Rights.
So long as the Holder holds this Warrant and/or any of the Shares, the Company
shall deliver to the Holder (a) promptly after mailing, copies of all
communiqués to the shareholders of the Company, (b) within 270 days after the
end of each fiscal year of the Company, the annual audited financial statements
of the Company certified by independent public accountants of recognized
standing and (c) within forty-five (45) days after the end of each of the first
three quarters of each fiscal year, the Company’s quarterly, unaudited financial
statements.

    


    3.4          Registration Under
Securities Act of 1933, as amended. The Company agrees that the Shares
or, if the Shares are convertible into common stock of the Company, such common
stock, shall be subject to the registration rights set forth on Exhibit
B.

     

    
      
         


      

      
        3.

        
          

        

      

      
         


      

    


    ARTICLE
4

    REPRESENTATIONS
AND WARRANTIES OF HOLDER

    


    Holder
represents and warrants to Company as follows:

    


    4.1          Purchase for Own
Account. This Warrant and the Shares (including any securities issuable,
directly or indirectly, upon conversion of the Shares) to be acquired upon
exercise of this Warrant by Holder will be acquired for investment for Holder’s
own account, not as a nominee or agent, and not with a view to, or for the
resale in connection with, any “distribution” within the meaning of the
Securities Act of 1933, as amended, and the Holder will not sell, transfer,
assign, grant any participation in, or otherwise dispose of this Warrant or the
Shares (including any securities issuable, directly or indirectly, upon
conversion of the Shares), except under circumstance which will not result in a
violation of the Securities Act of 1933, as amended, or any applicable state
securities laws. The Holder also represents that Holder has not been formed for
the specific purpose of acquiring this Warrant or the Shares (including any
securities issuable, directly or indirectly, upon conversion of the
Shares).

    


    4.2          Disclosure of
Information. Holder has received or has had full access to all the
information it considers necessary or appropriate to make an informed investment
decision with respect to the acquisition of this Warrant and its underlying
securities. Holder further has had an opportunity to ask questions and receive
answers from Company regarding the terms and conditions of the offering of this
Warrant and its underlying securities and to obtain additional information (to
the extent Company possessed such information or could acquire it without
unreasonable effort or expense) necessary to verify any information furnished to
Holder or to which Holder has access.

    


    4.3          Investment
Experience. Holder understands that the purchase of this Warrant and its
underlying securities involves substantial risk. Holder has experience as an
investor in securities of companies in the development stage and acknowledges
that Holder can bear the economic risk of such Holder’s investment in this
Warrant and its underlying securities and has such knowledge and experience in
financial or business matters that Holder is capable of evaluating the merits
and risks of its investment in this Warrant and its underlying securities and/or
has a preexisting personal or business relationship with Company and certain of
its officers, directors or controlling persons of a nature and duration that
enables Holder to be aware of the character, business acumen and financial
circumstances of the Company and of such persons.

    


    4.4          Accredited Investor
Status. Holder is an “accredited investor” within the meaning of
Regulation D promulgated under the Securities Act of 1933, as
amended.

    


    4.5          Securities Act of 1933, as
amended. Holder understands that this Warrant and the Shares issuable
upon exercise or conversion hereof have not been registered under the Securities
Act of 1933, as amended, in reliance upon a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Holder’s
investment intent as expressed herein. Holder understands that this Warrant and
the Shares issued upon any exercise or conversion hereof must be held
indefinitely unless subsequently registered under the Securities Act of 1933, as
amended and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise available.
Holder is aware of the provisions of Rule 144, promulgated under the Securities
Act of 1933, as amended.

    


    ARTICLE
5

    [Update]

    MISCELLANEOUS

    


    5.1          Term; Exercise Upon
Expiration. This Warrant is exercisable in whole or in part, at any time
and from time to time on or before the Expiration Date set forth above;
provided, however, that if the Company completes its initial public offering
within the three-year period immediately prior to the Expiration Date, the
Expiration Date shall automatically be extended until the third anniversary of
the effective date of the Company’s initial public offering.

     

    
      
         


      

      
        4.

        
          

        

      

      
         


      

    


    5.2          Legends. This Warrant
and the Shares (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) shall be imprinted with a legend in
substantially the following form:

    


    THIS
SECURITY HAS 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.

    


    5.3          Compliance with Securities
Laws on Transfer. This Warrant and the Shares issuable upon exercise of
this Warrant (and the securities issuable, directly or indirectly, upon
conversion of the Shares, if any) may not be transferred or assigned in whole or
in part without compliance with applicable federal and state securities laws by
the transferor and the transferee.

    


    5.4          Transfer Procedure.
Subject to the provisions of Section 4.3, Holder may transfer all or part of
this Warrant or the Shares issuable upon exercise of this Warrant (or the
securities issuable, directly or indirectly, upon conversion of the Shares, if
any) by giving the Company notice of the portion of this Warrant being
transferred setting form the name, address and taxpayer identification number of
the transferee and surrendering this Warrant to the Company for reissuance to
the transferee(s) (and Holder, if applicable); provided, however, that
Holder may transfer all or part of this Warrant to its affiliates, including,
without limitation, Comerica Incorporated, at any time by giving the Company
notice, but without the delivery of any other instrument to the Company, and
such affiliate shall then be entitled to all the rights of Holder under this
Warrant and any related agreements, and the Company shall cooperate fully in
ensuring that any stock issued upon exercise of this Warrant is issued in the
name of the affiliate that exercises this Warrant. The terms and conditions of
this Warrant shall inure to the benefit of, and be binding upon, the Company and
the holders hereof and their respective permitted successors and assigns. Unless
the Company is filing financial information with the SEC pursuant to the
Securities Exchange Act of 1934, as amended, the Company shall have the right to
refuse to transfer any portion of this Warrant or the Shares issuance upon
exercise hereof to any person who, in the reasonable opinion of the Company’s
board of directors, directly competes with the Company.

    


    5.5          Market Stand-Off. The
Holder hereby agrees that such Holder shall not sell or otherwise transfer, make
any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale, of any
Common Stock (or other securities) of the Company held by such Holder (other
than those included in the registration) during the one hundred eighty (180) day
period following the effective date of a registration statement of the Company
filed under the Securities Act of 1933, as amended, and a ninety (90) day period
following the effective date of any subsequent registrations or, in each case,
such other period as may be requested by the Company or an underwriter to
accommodate regulatory restrictions on (i) the publication or other distribution
of research reports and (ii) analyst recommendations and opinions, including,
but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE
Rule 472(f)(4). The obligations described in this Section 5.5 shall not apply to
a registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration
relating solely to a transaction on Form S-4 or similar forms that may be
promulgated in the future. The Holder agrees to execute a market standoff
agreement with said underwriters in customary form consistent with the
provisions of this Section 5.5.

    


    5.6          No Stockholder
Rights. No Holder of this Warrant, as such, shall be entitled to
vote or receive dividends or be deemed the holder of Shares or any other
securities of the Company which may at any time be issuable upon the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder of this Warrant, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

    


    5.7          Notices. All notices
and other communications from the Company to the Holder, or vice versa, shall be
deemed delivered and effective when given personally or mailed by first-class
registered or certified mail, postage prepaid, at such address as may have been
furnished to the Company or the Holder, as the case may be, in wiring by the
Company or such Holder from time to time. All notices to the Holder shall be
addressed as follows:

     

    
      
         


      

      
        5.

        
          

        

      

      
         


      

    


    Comerica
Bank c/o Comerica Incorporated

    Attn:  
Warrant Administrator

    500
Woodward Avenue, 32nd Floor,
MC 3379

    Detroit,
MI 48226

    


    All
notices to the Company shall be addressed as follows:

    


    Cornerstone
OnDemand, Inc.

    1601
Cloverfield Blvd., Suite 620

    Santa
Monica, CA 90404

    


    5.8          Amendments. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.

    


    5.9          Attorneys’ Fees. In
the event of any dispute between the parties concerning the terms and provisions
of this Warrant, the party prevailing in such dispute shall be entitled to
collect from the other party all costs incurred in such dispute, including
reasonable attorneys’ fees.

    


    5.10        Governing Law. This
Warrant shall be governed by and construed in accordance with the laws of the
State of California, without giving effect to its principles regarding conflicts
of law.

    


    5.11        Confidentiality. The
Company hereby agrees to keep the terms and conditions of this Warrant
confidential. Notwithstanding the foregoing confidentiality obligation, the
Company may disclose information relating to this Warrant as required by law,
rule, regulation, court order or other legal authority, provided that (i) the
Company has given Holder at least ten (10) days’ notice of such required
disclosure, and (ii) the Company only discloses information that is required, in
the opinion of counsel reasonably satisfactory to Holder, to be
disclosed.

    


    
      
        	 
      	
                Cornerstone
      OnDemand, Inc.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Adam Miller

              
	 
      	 
      	 
      
	 
      	
                Name:

              	
                Adam Miller

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                CEO

              


      

    


    
      
         


      

      
        6.

        
          

        

      

      
         


      

    


    APPENDIX
1

    


    NOTICE OF
EXERCISE

    


    1.           The
undersigned hereby elects to purchase ___________ shares of the ___________
stock of Cornerstone OnDemand,
Inc. pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such shares in full.

    


    2.           Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:

    


    Comerica
Bank

    Attn:
Warrant Administrator

    500
Woodward Avenue, 32nd Floor,
MC 3379

    Detroit,
MI 48226

    


    3.           The
undersigned represents it is acquiring the shares solely for its own account and
not as a nominee for any other party and not with a view toward the resale or
distribution thereof except in compliance with applicable securities
laws.

    


    
      
        	
                COMERICA BANK or
      Assignee

              	 
      
	 
      	 
      
	 
      	 
      
	
                (Signature)

              	 
      
	 
      	 
      
	 
      	 
      
	
                (Name
      and Title)

              	 
      
	 
      	 
      
	 
      	 
      
	
                (Date)

              	 
      


      

    


    
      
         


      

      
        1.

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Anti-Dilution
Provisions

    (For Preferred Stock
Warrants With Existing Anti-Dilution Protection)

    


    In the
event of the issuance (a “Diluting Issuance”) by the Company, after the Issue
Date of this Warrant, of securities at a price per share less than the Warrant
Price, then the number of shares of common stock issuable upon conversion of the
Shares shall be adjusted in accordance with those provisions (the “Provisions”)
of the Company’s Certificate of Incorporation which apply to Diluting Issuances.
The Provisions shall not be deemed in any manner to limit or restrict the
applicability of the Provisions to the Shares. Any language in the Provisions
that in any manner limits or restricts the applicability of the Provisions to
the Shares shall not apply to this Warrant.

    


    Under no
circumstances shall the aggregate Warrant Price payable by the Holder upon
exercise of the Warrant increase as a result of any adjustment arising from a
Diluting Issuance.


    
      
         


      

      
        1.

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Registration
Rights

    


    The
Shares (if common stock), or the common stock issuable upon conversion of the
Shares, shall be deemed “registrable securities” and entitled to “piggy back”
registration rights in accordance with the terms of the following agreement (the
“Agreement”) between the Company and its investor(s):

    


    Amended
and Restated Investors’ Rights Agreement, dated May __, 2007 by and between the
Company and the Investors (as defined therein)

    


    The
Company agrees that no amendments will be made to the Agreement which would have
an adverse impact on Holder’s registration rights thereunder that is different
from the impact on the other investors entitled to such rights without the
consent of Holder. Prior to the issuance of this Warrant, the Company shall take
such reasonable measure as are necessary to cause Holder to become a party to
the Agreement solely for the purpose of the above-mentioned registration
rights.


    
      
         


      

      
        1.