X0203 3 2011-03-16 0 0001401680 Cornerstone OnDemand Inc CSOD 0001500545 Meritech Management Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500544 Meritech Capital Associates III L.L.C. 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001336460 Meritech Capital Partners III LP 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001359256 MERITECH CAPITAL AFFILIATES III L P 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255151 MADERA PAUL S 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001255152 GORDON MICHAEL B 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 0001500543 Bischof George 245 LYTTON AVENUE, SUITE 350 PALO ALTO CA 94301 0 0 1 0 Series E Convertible Preferred Stock Common Stock 4761697 I See footnote Series E Convertible Preferred Stock Common Stock 86788 I See footnote Series E Convertible Preferred Warrants (right to buy) 2.4 Series E Convertible Preferred Stock 952339 I See footnote Series E Convertible Preferred Warrants (right to buy) 2.4 Series E Convertible Preferred Stock 17357 I See footnote The Series E Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date. The reported securities are held of record by Meritech Capital Partners III L.P. ("MCP III"). Meritech Capital Associates III L.L.C. ("MCA III"), the general partner of MCP III, has sole voting and dispositive power with respect to the securities held by MCP III. The managing member of MCA III is Meritech Management Associates III L.L.C. ("MMA III"). Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMA III, share voting and dispositive power with respect to the shares held by MCP III. Such persons and entities disclaim beneficial ownership of the securities held by MCP III except to the extent of any pecuniary interest therein. The reported securities are held of record by Meritech Capital Affiliates III L.P ("MC Aff III"). MCA III, the general partner of MC Aff III, has sole voting and dispositive power with respect to the securities held by MC Aff III. The managing member of MCA III is MMA III. Paul S. Madera, Michael B. Gordon, Robert D. Ward and George H. Bischof, the managing members of MMA III, share voting and dispositive power with respect to the shares held by MC Aff III. Such persons and entities disclaim beneficial ownership of the securities held by MC Aff III except to the extent of any pecuniary interest therein. The Series E Convertible Preferred Warrants are immediately exercisable and expire upon closing of the Issuer's initial public offering of common stock. /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C. 2011-03-16 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C. 2011-03-16 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Partners III L.P. 2011-03-16 /s/ Paul S. Madera, as a managing member of Meritech Management Associates III L.L.C., the managing member of Meritech Capital Associates III L.L.C., the general partner of Meritech Capital Affiliates III L.P. 2011-03-16 /s/ Paul S. Madera 2011-03-16 /s/ Michael B. Gordon 2011-03-16 /s/ George H. Bischof 2011-03-16