THIRD AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • February 26th, 2020 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
This THIRD AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”), dated February 24, 2020, amends that certain Investment Agreement, dated as of November 8, 2017, and amended by that certain Amendment to Investment Agreement, dated November 28, 2017, and that certain Second Amendment to Investment Agreement, dated February 25, 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Investment Agreement”), by and among, inter alia, Cornerstone OnDemand, Inc., a Delaware corporation, and Silver Lake Alpine, L.P. (f/k/a Silver Lake Credit Partners, L.P.), a Delaware limited partnership. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Investment Agreement.
PURCHASE AGREEMENT among VECTOR TALENT HOLDINGS, L.P., and CORNERSTONE ONDEMAND, INC. 1241593 B.C. LTD. and CORNERSTONE ONDEMAND UK HOLDINGS LIMITED Dated as of February 24, 2020Purchase Agreement • February 26th, 2020 • Cornerstone OnDemand Inc • Services-prepackaged software • New York
THIS PURCHASE AGREEMENT, dated as of February 24, 2020 (this “Agreement”), is by and among Cornerstone OnDemand, Inc., a Delaware corporation (“Buyer”), 1241593 B.C. LTD. (“CanCo Buyer”), and Cornerstone OnDemand UK Holdings Limited (Company No. 10592838) a private limited company incorporated and registered in England and Wales whose registered office is at 4 Coleman St., London, United Kingdom, EC2R 5AR (“UK Buyer”), and Vector Talent Holdings, L.P., an exempted limited partnership registered under the laws of the Cayman Islands and having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands (the “Seller”). Reference is made to (i) Vector Talent Holdings LLC, a Delaware limited liability company, (ii) Saba Software (Canada) Inc., a corporation existing under the laws of Ontario, Canada (“Saba Canada”), (iii) Libra Finco (Cayman) Ltd., an exempted company incorporated under the laws of the Cayman
