Unassociated Document


     

    Exhibit 4.4

     

    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.

     

    WARRANT
TO PURCHASE STOCK

     

    
      	
              Company:

            	
              CORNERSTONE ONDEMAND, INC., a Delaware corporation

            
	
              Number of Shares:

            	
              5,000

            
	
              Class of Stock:

            	
              Common

            
	
              Warrant Price:

            	
              $3.50 per share

            
	
              Issue Date:

            	
              August
      20, 2010

            
	
              Expiration Date:

            	
              The 10th anniversary after the Issue Date

            


    

     

    THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, Ironwood Equity
Fund LP (together with any registered holder from time to time of this Warrant
or any holder of the shares issuable or issued upon exercise of this Warrant,
“Holder”) is entitled to purchase the number of fully paid and nonassessable
shares of the class of securities (the “Shares”) of the Company at the Warrant
Price, all as set forth above and as adjusted pursuant to Article 2 of this
Warrant, subject to the provisions and upon the terms and conditions set forth
in this Warrant.

     

    
      	
              ARTICLE
      1.

            	
              EXERCISE.

            


    

     

    1.1           Method of Exercise.
Holder may exercise this Warrant by delivering a duly executed Notice of
Exercise in substantially the form attached as Appendix 1 to the principal
office of the Company. Unless Holder is exercising the conversion right set
forth in Article 1.2, Holder shall also deliver to the Company a check, wire
transfer (to an account designated by the Company), or other form of payment
acceptable to the Company for the aggregate Warrant Price for the Shares being
purchased.

     

    1.2           Conversion Right. In
lieu of exercising this Warrant as specified in Article 1.1, Holder may from
time to time convert this Warrant, in whole or in part, into a number of Shares
determined by dividing (a) the aggregate fair market value of the Shares or
other securities otherwise issuable upon exercise of this Warrant minus the
aggregate Warrant Price of such Shares by (b) the fair market value of one
Share. The fair market value of the Shares shall be determined pursuant to
Article 1.3.

     

    1.3           Fair Market Value. If
the Company’s common stock is traded in a public market and the Shares are
common stock, the fair market value of each Share shall be the closing price of
a Share reported for the business day immediately before Holder delivers its
Notice of Exercise to the Company (or in the instance where the Warrant is
exercised immediately prior to the effectiveness of the Company’s initial public
offering, the “price to public” per share price specified in the final
prospectus relating to such offering). If the Company’s common stock is not
traded in a public market, the Board of Directors of the Company shall determine
fair market value in its reasonable good faith judgment.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    1.4           Delivery of Certificate and
New Warrant. Promptly after Holder exercises or converts this Warrant
and, if applicable, the Company receives payment of the aggregate Warrant Price,
the Company shall deliver to Holder certificates for the Shares acquired and, if
this Warrant has not been fully exercised or converted and has not expired, a
new Warrant representing the Shares not so acquired.

     

    1.5           Replacement of
Warrants. On receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant and, in the case
of loss, theft or destruction, 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 shall execute and
deliver, in lieu of this Warrant, a new warrant of like tenor.

     

    1.6           Treatment of Warrant Upon
Acquisition of Company.

     

      1.6.1          “Acquisition”. For the
purpose of this Warrant, “Acquisition” means any sale, license, or other
disposition of all or substantially all of the assets of the Company, or any
reorganization, consolidation, or merger of the Company where 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.

     

      1.6.2          Treatment of Warrant at
Acquisition.

     

    A)           Upon
the written request of the Company, Holder agrees that, in the event of an
Acquisition that is not an asset sale and in which the sole consideration is
cash, 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. The
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.

     

    B)           Upon
the written request of the Company, Holder agrees that, in the event of an
Acquisition that is an “arms length” sale of all or substantially all of the
Company’s assets to a third party that is not an Affiliate (as defined below) of
the Company (a “True Asset Sale”), 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 continue until the
Expiration Date if the Company continues as a going concern following the
closing of any such True Asset Sale. The 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.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    C)           Upon
the written request of the Company, Holder agrees that, in the event of a stock
for stock Acquisition of the Company by a publicly traded acquirer if, on the
record date for the Acquisition, the fair market value of the Shares (or other
securities issuable upon exercise of this Warrant) is equal to or greater than
two (2) times the Warrant Price, Company may require the Warrant to be deemed
automatically exercised and the Holder shall participate in the Acquisition as a
holder of the Shares (or other securities issuable upon exercise of the Warrant)
on the same terms as other holders of the same class of securities of the
Company.

     

    D)           Upon
the closing of any Acquisition other than those particularly described in
subsections (A), (B) and (C) above, the successor 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. The
Warrant Price and/or number of Shares shall be adjusted
accordingly.

     

    As used
herein “Affiliate” shall mean
any person or entity that owns or controls directly or indirectly ten (10)
percent or more of the stock of Company, any person or entity that controls or
is controlled by or is under common control with such persons or entities, and
each of such person’s or entity’s officers and directors, as
applicable.

     

    
      	
              ARTICLE
      2.

            	
              ADJUSTMENTS TO THE
      SHARES.

            


    

     

    2.1           Stock Dividends, Splits,
Etc. If the Company declares or pays a dividend on the Shares payable in
common stock, or other securities, 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 occurred. If the Company
subdivides the Shares by reclassification or otherwise into a greater number of
shares or takes any other action which increase the amount of stock into which
the Shares are convertible, the number of shares purchasable hereunder shall be
proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Warrant Price
shall be proportionately increased and the number of Shares shall be
proportionately decreased.

     

    2.2           Reclassification, Exchange,
Combinations 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. The Company or its
successor shall promptly issue to Holder an amendment to this Warrant setting
forth the number and kind of such new securities or other property issuable upon
exercise or conversion of this Warrant as a result of such reclassification,
exchange, substitution or other event that results in a change of the number
and/or class of securities issuable upon exercise or conversion of this Warrant.
The amendment to this 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 Article 2.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.3           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 of 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 against impairment. Notwithstanding the foregoing, the Company shall not
have been deemed to have impaired Holder’s rights hereunder if (a) it amends its
Certificate of Incorporation, or the holders of the same class of stock waive
rights thereunder, provided that such amendment or waiver does not affect, in a
materially adverse manner, the rights of the Shares differently from the rights
of all other shares of the same class of stock, or (b) the rights of the Shares
are not affected, in a materially adverse manner, differently from the rights of
all other shares of the same class of stock in connection with any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action.

     

    2.4           Fractional Shares. No
fractional Shares shall be issuable upon exercise or conversion 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 or conversion of
the Warrant, the Company shall eliminate such fractional share interest by
paying Holder the amount computed by multiplying the fractional interest by the
fair market value of a full Share.

     

    2.5           Certificate as to
Adjustments. Upon each adjustment of the Warrant Price, the Company shall
promptly notify Holder in writing, and, at the Company’s expense, promptly
compute such adjustment, and furnish Holder with a certificate of 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.

     

    
      	
              ARTICLE
      3.

            	
              REPRESENTATIONS AND
      COVENANTS OF THE COMPANY.

            


    

     

    3.1           Representations and
Warranties. The Company represents and warrants to Holder as
follows:

     

      (a)           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.

     

      (b)           The
Company’s capitalization table attached hereto as Schedule 1
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 any of its stock, whether in cash, property, stock, or
other securities and whether or not a regular cash dividend; (b) to offer for
sale to all holders of the company’s Common Stock any additional shares of the
Company’s capital stock (other than (i) pursuant to the Company’s stock option
or other compensatory plans, (ii) in connection with commercial credit
arrangements or equipment financings, or (iii) in connection with strategic
transactions for purposes other than capital raising; (c) to effect any
reclassification or recapitalization of any of its stock; (d) to effect an
Acquisition or to liquidate, dissolve or wind up; or (e) offer holders of
registration rights the opportunity to participate in an underwritten public
offering of the Company’s securities for cash, 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 Holders
of common 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; (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 Holders of common stock will be entitled to exchange their common stock
for securities or other property deliverable upon the occurrence of such event);
and (3) in the case of the matter referred to in (e) above, the same notice as
is given to Holders of such registration rights. Company will also provide
information requested by Holder reasonably necessary to enable Holder to comply
with Holder’s accounting or reporting requirements.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    3.3           Registration Under
Securities Act of 1933, as amended. In the event that the Holder cannot
immediately sell the Shares upon exercise or conversion of this Warrant pursuant
to Rule 144 promulgated under the Securities Act of 1933, the Company agrees
that the Shares shall have certain S-3 and “piggyback,” registration rights
pursuant to and as set forth in the Company’s Second Amended and Restated
Investors’ Rights Agreement dated January 30, 2009, as may be amended from time
to time (the “Investors’ Rights Agreement”). The provisions set forth in the
Investors’ Right Agreement relating to the above in effect as of the Issue Date
may not be amended, modified or waived without the prior written consent of
Holder unless such amendment, modification or waiver affects the rights
associated with the Shares in the same manner as such amendment, modification,
or waiver affects the rights associated with all other shares of the same series
and class as the Shares granted to Holder.

     

    3.4           Annual Audited Financial
Statements. As soon as available, but no later than One Hundred Eighty
(180) days after the last day of the Company’s fiscal year, the Company shall
deliver to Holder, audited consolidated financial statements prepared under
GAAP, consistently applied, together with an unqualified opinion on the
financial statements from an independent certified public accounting firm
selected by the Company and acceptable to the Company’s Board of
Directors.

     

    3.5           No Stockholder
Rights. Except as provided in this Warrant, Holder will not have any
rights as a Stockholder of the Company until the exercise of this
Warrant.

     

    
      ARTICLE 4.          
REPRESENTATIONS, WARRANTIES
OF HOLDER. Holder represents and warrants to the Company as
follows:

    

     

    4.1           Purchase for Own
Account. This Warrant and the securities to be acquired upon exercise of
this Warrant by Holder will be acquired for investment for Holder’s account, not
as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that Holder has not been
formed for the specific purpose of acquiring this Warrant or 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 the Company regarding the terms and conditions of the offering of
this Warrant and its underlying securities and to obtain additional information
(to the extent the 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.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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 the 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 such persons.

     

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

     

    4.5           The Act. Holder
understands that this Warrant and the Shares issuable upon exercise or
conversion hereof have not been registered under the Act 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 Act and qualified under applicable state securities laws, or unless
exemption from such registration and qualification are otherwise
available.

     

    
      	
              ARTICLE
      5.

            	
              MISCELLANEOUS.

            


    

     

    5.1           This
Warrant is exercisable in whole or in part at any time and from time to time on
or before the Expiration Date, unless required to be exercised earlier in
accordance with the provisions of Sections 1.6 or 5.11 hereof.

     

    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
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.

     

    The
Shares issuable upon conversion or exercise of this Warrant shall also be
imprinted with the legends described in, and as required by, the Investors’
Rights Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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 (including, without limitation, the delivery
of investment representation letters and legal opinions reasonably satisfactory
to the Company, as reasonably requested by the Company). The Company shall not
require an opinion of counsel if there is no material question as to the
availability of current information as referenced in Rule 144(c), Holder
represents that it has complied with Rule 144(d) and (e) in reasonable detail,
the selling broker represents that it has complied with Rule 144(f), and the
Company is provided with a copy of Holder’s notice of proposed
sale.

     

    Transfer Procedure.
Subject to the provisions of Article 5.3 and upon providing the Company with
written notice, Holder may transfer all or part of this Warrant or the Shares
issuable upon exercise of this Warrant to any transferee, provided, however, in
connection with any such transfer, any Holder will give the Company written
notice of the portion of the Warrant being transferred with the name, address
and taxpayer identification number of the transferee and Holder will surrender
this Warrant to the Company for reissuance to the transferee(s) (and Holder if
applicable). The Company may refuse to transfer this Warrant or the Shares to
any person who directly competes with the Company, unless, in either case, the
stock of the Company is publicly traded. It shall be a condition precedent to
any assignment or transfer of this Warrant that any assignee or transferee of
this Warrant agree in writing to the obligations set forth in this
Warrant.

     

    5.4           Notices. All notices
and other communications from the Company to 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 Holder, as the case may (or on the first business
day after transmission by facsimile) be, in writing by the Company or such
Holder from time to time. Effective upon receipt of the fully executed Warrant,
all notices to Holder shall be addressed as follows until the Company receives
notice of a change of address in connection with a transfer or
otherwise:

     

      Ironwood
Equity Fund LP

      Attn:

     
[Address]

     
Telephone:

     
Facsimile:

     

    Notice to
the Company shall be addressed as follows until Holder receives notice of a
change in address:

     

     
CORNERSTONE ONDEMAND, INC.

     
Attn: Chief Financial Officer

      1601
Cloverfield Blvd. #620

      Santa
Monica, CA 90404

      Telephone:
(310) 752-0200

      Facsimile:
(310) 752-0199

     

    5.5           Waiver. 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.


    
      
         


      

      
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    5.6           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.

     

    5.7           Automatic Conversion upon
Expiration. In the event that, upon the Expiration Date, the fair market
value of one Share (or other security issuable upon the exercise hereof) as
determined in accordance with Section 1.3 above is greater than the Warrant
Price in effect on such date, then this Warrant shall automatically be deemed on
and as of such date to be converted pursuant to Section 1.2 above as to all
Shares (or such other securities) for which it shall not previously have been
exercised or converted, and the Company shall promptly deliver a certificate
representing the Shares (or such other securities) issued upon such conversion
to Holder.

     

    5.8           Counterparts. This
Warrant may be executed in counterparts, all of which together shall constitute
one and the same agreement.

     

    5.9           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.

     

    5.10         Market Stand-Off
Agreement. The Holder agrees to be bound by the “Market Stand-Off
Agreement” provision in Section 2.10 of the Investors’ Rights Agreement (the
“Market Stand-Off Provision”). The Market Stand-Off Provision set forth in the
Investors’ Rights Agreement may not be amended, modified or waived without the
prior written consent of Holder unless such amendment, modification or waiver
affects the rights associated with the Shares in the same manner as such
amendment, modification or waiver affects the rights associated with all other
shares of the same series and class as the Shares granted pursuant to this
Warrant. Holder hereby agrees that within thirty (30) days of expiration of any
such Market Stand-Off period, provided that (i) Holder could then freely
transfer the Shares at such time (including but not limited to in accordance
with Rule 144 promulgated under the Securities Act of 1933) and (ii) the fair
market value of the Shares (or other securities issuable upon exercise of this
Warrant) is equal to or greater than two (2) times the Warrant Price, Holder
shall exercise this Warrant in accordance with either Section 1.1 or 1.2 hereof.
If either condition (i) or (ii) above is not met at the time that the Market
Stand-Off period expires, Holder shall not be required to exercise this Warrant
until the date thirty (30) days after both such conditions are met.

     

    [Signature
page follows.]


    
      
         


      

      
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                                                “COMPANY”

                                              	 	
                                                Date:

                                              	
                                                8/20/10

                                              
	 	 	 	 
	
                                                CORNERSTONE ONDEMAND, INC.

                                              	 	 
      	 
      
	 	 	 	 
	
                                                By: 

                                              	
                                                /s/ Adam Miller

                                              	 	
                                                By:

                                              	
                                                /s/ Perry A. Wallack

                                              
	 	 	 	 	 
	
                                                Name: 

                                              	
                                                Adam Miller, CEO

                                              	 	
                                                Name:

                                              	
                                                Perry A. Wallack

                                              
	 
      	
                                                (Print)

                                              	 	
                                                  
      

                                              	
                                                (Print) 

                                              
	
                                                Title:

                                              	
                                                Chairman of the Board, President or

                                              	 	Title:	
                                                Chief Financial Officer, Secretary, 

                                              
	 
      	
                                                Vice President

                                              	 	 
      	
                                                Assistant Treasurer or Assistant 

                                              
	 
      	 
      	 	 
      	
                                                Secretary

                                              
	 
      	 	 
      	 
      
	
                                                “HOLDER”

                                              	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                IRONWOOD EQUITY FUND LP

                                              	 	 
      	
                                                 

                                              
	 	 	 	 
	

                                                By: 

                                              	Ironwood
      Equity Management LLC	 	 	 
	 	 	 	 	 
	
                                                By:

                                              	/s/
      Victor
      Budnick	 	 
      	 
      
	 	 	 	 	 
	
                                                Name:

                                              	

                                                Victor
      Budnick

                                              	 	 
      	 
      
	 
      	
                                                (Print)

                                              	 	 
      	 
      
	 	 	 	 	 
	
                                                Title:

                                              	Member	 	 
      	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
1

     

    CAPITALIZATION
TABLE

     

    [intentionally
omitted]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
1

     

    NOTICE OF
EXERCISE

     

    1.           Holder
elects to purchase __________ shares of the Common Stock of CORNERSTONE
ONDEMAND, INC. pursuant to the terms of the attached Warrant, and tenders
payment of the purchase price of the shares in full.

     

     
  [or]

     

    1.           Holder
elects to convert the attached Warrant into Shares/cash [strike one] in the
manner specified in the Warrant. This conversion is exercised for
________________ of the Shares covered by the Warrant.

     

     
  [Strike paragraph that does not apply.]

     

    2.           Please
issue a certificate or certificates representing the shares in the name
specified below:

     

    
      
        	 
      
	
                Holders
      Name

              
	 
      
	
                  

              
	 
      
	
                  

              
	
                (Address)

              


      

    

     

    3.           By
its execution below and for the benefit of the Company, Holder hereby restates
each of the representations and warranties in Article 4 of the Warrant as the
date hereof.

     

    
      
        
          
            	
                    HOLDER:

                  
	
                      

                  
	 
      	 
      
	
                    By:

                  	
                      

                  
	 
      	 
      
	
                    Name:

                  	
                      

                  
	 
      	 
      
	
                    Title:

                  	
                      

                  
	 	 
	
                    (Date):