Cornerstone OnDemand, Inc. Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2011 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
Cornerstone OnDemand, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") for whom Goldman, Sachs & Co. and Barclays Capital Inc. are acting as representatives (the “Representatives” or “you”) an aggregate of 7,500,000 shares of Common Stock, par value $0.0001 per share ("Stock"), of the Company and the stockholders of the Company named in Schedule II hereto (the "Selling Stockholders") propose, severally and not jointly and subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 3,000,000 shares and, at the election of the Underwriters, up to 1,575,000 additional shares of Stock. The aggregate of 10,500,000 shares to be sold by the Company and the Selling Stockholders is herein called the "Firm Shares" and the aggregate of 1,575,000 additional shares to be sold by the Selling Stockholders is herein called th
