Unassociated Document


     

    
      Exhibit
4.3

       

      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:

                	
                  90,000

                
	
                  Class
      of Stock:

                	
                  Common

                
	
                  Warrant
      Price:

                	
                  $3.50
      per share

                
	
                  Issue
      Date:

                	
                  August
      20, 2010

                
	
                  Expiration
      Date:

                	
                  The
      10th anniversary after the Issue Date

                
	
                  Credit
      Facility:

                	
                  This
      Warrant is issued in connection with the Advances referenced in the Loan
      and Security Agreement between Company and Silicon Valley Bank dated
      August 20, 2010.

                


        

      

       

      
        THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK
(Silicon Valley Bank, 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 Riqht. 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 reclassifcation, 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 Silicon Valley Bank
(“Bank”) to provide an opinion of counsel if the transfer is to Bank’s parent
company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other
affiliate of Bank. Additionally, the Company shall also 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.

        


        5.4 Transfer
Procedure. After receipt by Bank of
the executed Warrant, Bank will transfer all of this Warrant to SVB Financial
Group by execution of an Assignment substantially in the form of Appendix 2.
Subject to the provisions of Article 5.3 and upon providing the Company with
written notice, SVB Financial Group and any subsequent Holder may transfer all
or part of this Warrant or the Shares issuable upon exercise of this Warrant (or
the Shares issuable directly or indirectly, upon conversion of the Shares, if
any) to any transferee, provided, however, in connection with any such transfer,
SVB Financial Group or any subsequent 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;
provided that SVB Financial Group may assume this warrant pursuant to the terms
of Appendix 2 hereof without the requirement to deliver any other written
statement.

        


        5.5 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 and the initial transfer described in
Article 5.4 above, 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:

        


        SVB
Financial Group

        Attn:
Treasury Department 

        3003
Tasman Drive, HA 200 

        Santa
Clara, CA 95054 

        Telephone:
408-654-7400 

        Facsimile:
408-496-2405

        


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

        


        CORNERSTONE
ONDEMAND, INC.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

    

     

    
      Attn:
Chief Financial Officer

      1601
Cloverfield Blvd. #620

      Santa
Monica, CA 90404

      Telephone:
(310) 752-0200

      Facsimile:
(310) 752-0199

      


      5.6 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.

      


      5.7 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.

      


      5.8 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.

      


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

      


      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
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.]

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	“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 Vice President

                                                                	 	Title:	
                                                                  Chief
      Financial Officer, Secretary, Assistant Treasurer or Assistant
      Secretary

                                                                	 
	 	 	 	 	 	 
	
                                                                  “HOLDER”

                                                                   

                                                                  SILICON VALLEY
      BANK

                                                                	 	 	 	 
	 	 	 	 	 	 
	By: 	
                                                                  /s/
      Tim Barnes

                                                                	 	 	 	 
	Name:	Tim
      Barnes	 	 	 	 
	 	(Print)	 	 	 	 
	Title:	Relationship
      Manager	 	 	 	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      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):_______________________

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          APPENDIX
2


          


          ASSIGNMENT

           

          For value
received, Silicon Valley Bank hereby sells, assigns and transfers
unto

          


          
            
              	 	Name:	SVB
      Financial Group
	
                       
      

                    	
                      Address:

                    	
                      3003
      Tasman Drive (HA-200)

                      Santa
      Clara, CA 95054

                    
	 	
                       

                      Tax
      ID:

                    	
                       

                      91-1962278

                    


            

          

           

          that
certain Warrant to Purchase Stock issued by CORNERSTONE ONDEMAND, INC. (the
“Company”), on August__, 2010 (the “Warrant”) together with all rights, title
and interest therein.

          
             

            SILICON VALLEY
BANK

             

            By:_________________________

            Name:_______________________

            Title:________________________

          

        

      

       

      Date:_____________________

      
         

        By its
execution below, and for the benefit of the Company, SVB Financial Group makes
each of the representations and warranties set forth in Article 4 of the Warrant
and agrees to all other provisions of the Warrant as of the date
hereof.

        
           

          SVB FINANCIAL
GROUP

           

          By:_________________________

          Name:_______________________

          Title:________________________