Unassociated Document


    

     

    
      NUMBER SHARES
CCUSIP 21925Y 10 3 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
SEE REVERSE FOR CERTAIN DEFINITIONS AND LEGENDS This certifies that is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK, PAR VALUE $0.0001 PER SHARE, OF Cornerstone OnDemand,
Inc.transferable on the books of the Corporation by the holder
hereof in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are subject to the terms, conditions and limitations of the Certificate
of Incorporation and Bylaws of the Corporation and amendments thereto. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar. WITNESS the facsimile seal of the Corporation and
the facsimile seal of its duly authorized officers.
Dated: [SEAL] PRESIDENT SECRETARY
COUNTERSIGNED AND
REGISTERED: MELLON INVESTOR SERVICES LLC TRANSFER AGENT AND REGISTRAR
BY: AUTHORIZED SIGNATURE

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

  

      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      TEN
      COM

                                    	
                                      –

                                    	
                                      as
      tenants in common

                                    	 
      	
                                      UNIF
      GIFT MIN ACT –

                                    	
                                                                   
      Custodian                         

                                    
	
                                      TEN
      ENT

                                    	
                                      –

                                    	
                                      as
      tenants by the entireties

                                    	 
      	 
      	
                                      (Cust)

                                    	
                                      (Minor)

                                    
	
                                      JT
      TEN

                                    	
                                      – 
      

                                    	
                                      as
      joint tenants with right of

                                    	 
      	 
      	
                                      under
      Uniform Gifts to Minors

                                    
	 
      	 
      	
                                      survivorship
      and not as tenants

                                    	 
      	 
      	
                                      Act                                                                            

                                    
	 
      	 
      	
                                      in
      common

                                    	 
      	 
      	
                                      (State)

                                    
	
                                      COM
      PROP

                                    	
                                      –

                                    	
                                      as
      community property

                                    	 
      	
                                      UNIF
      TRF MIN ACT –

                                    	
                                                                
      Custodian (until age                   )

                                    
	 
      	 
      	 
      	 
      	 
      	
                                      (Cust)

                                    
	 
      	 
      	 
      	 
      	 
      	
                                                                             under
      Uniform Transfers

                                    
	 
      	 
      	 
      	 
      	 
      	
                                      (Minor)

                                    
	 
      	 
      	 
      	 
      	 
      	
                                      to
      Minors Act                                                           

                                    
	 
      	 
      	 
      	 
      	 
      	
                                      (State)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      Additional
abbreviations may also be used though not in the above list.

      


      FOR VALUE
RECEIVED,__________________________________________________ hereby sell(s),
assign(s) and transfer(s) unto

      


      
        
          
            	
                    PLEASE
      INSERT SOCIAL SECURITY OR OTHER

                  
	
                    IDENTIFYING
      NUMBER OF ASSIGNEE

                  
	 
      
	 
      
	 
      
	 
      
	 
      


          

        

      

      


       

      
        

      

      (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

       

      
        
          

        

         

        
          

        

      

       

                                                                                                                                                    
                                             
shares of the common stock represented by within Certificate, and does hereby
irrevocably constitute and appoint

      


                                                                                                                                           
                                                            
attorney-in-fact to transfer the said stock on the books of the within named
Corporation with full power of the substitution in the premises.

      


      Dated                                                                                             

       

      
        
          
            
              
                
                  
                    
                      
                        	X 	
                                 

                              	  
      
	X 	
                                 

                              	   
      
	 
      	
                                NOTICE:

                              	
                                THE
      SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
      THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
      ENLARGEMENT OR ANY CHANGE
WHATSOEVER.

                              


                      

                    

                  

                

              

            

          

        

      

      


      Signature(s)
Guaranteed:

      


      
        
          
            	
                    By

                  	 
      
	
                    THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOANS AND CREDIT UNIONS WITH MEMBERSHIP
      IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC
      RULE 17AD-15.