SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,190,584

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,190,584

0001193125-21-239868.txt : 20210809 0001193125-21-239868.hdr.sgml : 20210809 20210809073152 ACCESSION NUMBER: 0001193125-21-239868 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20210809 DATE AS OF CHANGE: 20210809 GROUP MEMBERS: ALEXANDER R. SLUSKY GROUP MEMBERS: VECTOR CAPITAL PARTNERS V, L.P. GROUP MEMBERS: VECTOR CAPITAL V, L.P. GROUP MEMBERS: VECTOR ENTREPRENEUR FUND V, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cornerstone OnDemand Inc CENTRAL INDEX KEY: 0001401680 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86641 FILM NUMBER: 211154638 BUSINESS ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-752-0200 MAIL ADDRESS: STREET 1: 1601 CLOVERFIELD BLVD STREET 2: SUITE 620 CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vector Capital V, L.P. CENTRAL INDEX KEY: 0001649157 IRS NUMBER: 981254597 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MARKET STREET, 23RD FL. STREET 2: STEUART TOWER CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415.293.5000 MAIL ADDRESS: STREET 1: ONE MARKET STREET, 23RD FL. STREET 2: STEUART TOWER CITY: SAN FRANCISCO STATE: CA ZIP: 94105 SC 13D 1 d215937dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _)*

Cornerstone OnDemand, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 par value per share

(Title of Class of Securities)

21925Y103

(CUSIP Number)

Vector Capital V, L.P.

Vector Entrepreneur Fund V, L.P.

Vector Capital Partners V, L.P.

Vector Capital Partners V, Ltd.

c/o Vector Capital Management, L.P.

One Market Street

Steuart Tower, 23^rd Floor

San Francisco, CA 94105

(415) 293-5000

Copy to:

Paul Hastings LLP

101 California Street, Forty-Eighth Floor

San Francisco, CA 94111

(415) 856-7000

Attention: Steve Camahort and Dana Kromm

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 21925Y103


1.		NAME OF REPORTING PERSON Vector Capital V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

CUSIP No.: 21925Y103


1.		NAME OF REPORTING PERSON Vector Entrepreneur Fund V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

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CUSIP No.: 21925Y103


1.		NAME OF REPORTING PERSON Vector Capital Partners V, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

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CUSIP No.: 21925Y103


1.		NAME OF REPORTING PERSON Vector Capital Partners V, Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

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CUSIP No.: 21925Y103


1.		NAME OF REPORTING PERSON Alexander R. Slusky
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5.		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION United States

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This statement on Schedule 13D (this “Schedule 13D”) relates to the Agreement and Plan of Merger, dated as of August 5, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Cornerstone OnDemand, Inc., a Delaware corporation (“Issuer” or the “Company”), Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”) and Sunshine Software Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits and Schedule attached hereto is expressly incorporated herein by reference and the response to each item of this Schedule 13D is qualified in its entirety by the provisions of such Exhibits and Schedule.

Concurrently with the execution of the Merger Agreement, Vector Capital V, L.P., a Cayman Islands exempted limited partnership (“VCV”) and Vector Entrepreneur Fund V, L.P., a Cayman Islands exempted limited partnership (“VEFV”, and together with VCV, the “Vector Funds”) entered into (x) a Class A-1 Common Stock Purchase Agreement with Parent (the “Purchase Agreement”) pursuant to which, among other things, the Vector Funds agreed to contribute all of the shares of the Issuer’s common stock, $0.0001 par value per share (the “Common Stock”) beneficially owned by the Vector Funds to Parent immediately prior to the consummation of the Merger in exchange for Class A-1 Common Stock of Parent, and invest, immediately prior to the consummation of the Merger, an additional $31,087,457.50 in Parent, in exchange for Class A-1 Common Stock of Parent, and (y) a Voting and Support Agreement (the “Voting Agreement”) with Parent and the Company, pursuant to which the Vector Funds agreed to vote their shares of Common Stock, representing approximately 1.8% of the Issuer’s issued and outstanding Common Stock in the aggregate, in favor of the Merger and various other matters described therein and against approval of any proposal made in opposition to or in competition with the Merger or the Merger Agreement and various other matters described therein. Parent is wholly-owned by Sunset Software Investment Holdings, L.P., a Delaware limited partnership (“Sunset”), which is an affiliate of Clearlake Capital Group, L.P., a Delaware limited partnership (“Clearlake”). Clearlake beneficially owns 5,511,703 shares of Common Stock, or approximately 8.3% of the outstanding Common Stock.

The summary of the Merger Agreement, the Purchase Agreement and the Voting Agreement are qualified in their entirety by the terms and conditions of the Merger Agreement, the Purchase Agreement and the Voting Agreement, which are filed as Exhibits 99.1, 99.2 and 99.3 hereto, respectively, and are incorporated herein by reference. Certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.

ITEM 1.

Security and Issuer.

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer. The Issuer’s principal executive office is located at 1601 Cloverfield Blvd., Suite 620 South, Santa Monica, California 90404.

Clearlake Capital Group, L.P., Behdad Eghbali and José Enrique Feliciano (collectively, the “Clearlake Entities”) have jointly filed a separate Amendment No. 1 to Schedule 13D (the “Clearlake 13D”). By virtue of the Voting Agreement and Purchase Agreement, the Reporting Persons could be deemed to be a member of a “group” with the Clearlake Entities for purposes of Section 13(d) of the Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons and the Clearlake Entities are members of any such group. The Clearlake Entities separately comply with their reporting obligations under Section 13(d) and (g) and Section 16 of the Act, as applicable. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock that may be deemed to be beneficially owned by the Clearlake Entities.

ITEM 2.

Identity and Background.

(a)

This Schedule 13D is filed jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Act, on behalf of each of the following persons (collectively, the “Reporting Persons”):

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(i)

VCV;

(ii)

VEFV;

(iii)

Vector Capital Partners V, L.P (“VCPV LP”);

(iv)

Vector Capital Partners V, Ltd. (“VCPV Ltd., and together with VCV, VEFV and VCPV LP, “Vector”) ; and

(v)

Alex Slusky (“Mr. Slusky”).

A Joint Filing Agreement among the Reporting Persons is attached hereto as Exhibit 99.4.

This Schedule 13D relates to the shares of Common Stock held by VCV and VEFV. VCPV LP and VCPV Ltd. are the general partners of VCV and VEFV. VCPV Ltd. is the general partner of VCPV LP. Mr. Slusky is the Managing Director and Chief Investment Officer of Vector.

(b)

The address of the principal business office of each of the Reporting Persons is c/o Vector Capital Management, L.P., One Market Street, Steuart Tower, 23^rd Floor, San Francisco, CA 94105.

(c)

The business of Vector is that of a private limited partnership, engaged in making investments in securities of public and private companies for its own account. The principal employment of Mr. Slusky is as the Managing Director and Chief Investment Officer of Vector Capital Management, L.P., a Delaware limited partnership, which is principally engaged in the business of managing a portfolio of funds, including Vector.

(d)

None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Each of VCV, VEFV, VCPV LP and VCPV Ltd. are organized under the laws of the Cayman Islands. Mr. Slusky is a United States citizen.

ITEM 3.

Source and Amount of Funds or Other Consideration.

The 1,198,479 shares of Common Stock beneficially owned by the Reporting Person were acquired in open market transactions for an aggregate purchase price of $40,953,771. The source of funds for these purchases was the working capital of Vector.

No funds were required in connection with the execution and delivery of the Merger Agreement, the Purchase Agreement or Voting Agreement.

ITEM 4.

Purpose of Transaction.

(a) – (j)

The Reporting Persons acquired the securities reported herein for investment purposes.

On August 5, 2021, the Company, Parent and Merger Sub entered into the Merger Agreement, pursuant to which, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and a wholly-owned subsidiary of Parent (the

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“Merger”). At the effective time of the Merger (the “Effective Time”, each share of Common Stock outstanding immediately prior to the Effective Time, will be converted into the right to receive $57.50 in cash, without interest, other than the shares of Common Stock beneficially owned by Parent. The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining approval of the stockholders of the Company.

Concurrently with the execution of the Merger Agreement, VCV, VEFV and Parent entered into (x) the Purchase Agreement pursuant to which, among other things, the Vector Funds agreed to contribute all of the shares of Common Stock beneficially owned by the Vector Funds to Parent immediately prior to the consummation of the Merger in exchange for Class A-1 Common Stock of Parent, and invest, immediately prior to the consummation of the Merger, an additional $31,087,457.50 in Parent, in exchange for Class A-1 Common Stock of Parent, and (y) the Voting Agreement with Parent and the Company, pursuant to which the Vector Funds agreed to vote their shares of Common Stock, representing approximately 1.8% of the Issuer’s issued and outstanding Common Stock in the aggregate, in favor of the Merger and various other matters described therein and against approval of any proposal made in opposition to or in competition with the Merger or the Merger Agreement and various other matters described therein. Parent is wholly-owned by Sunset which is an affiliate of Clearlake. Clearlake beneficially owns 5,511,703 shares of Common Stock, or approximately 8.3% of the outstanding Common Stock.

The foregoing descriptions of the Merger Agreement, Purchase Agreement and Voting Agreement are qualified in their entirety by reference to the Merger Agreement, the Purchase Agreement and the Voting Agreement which are filed as Exhibit 99.1, 99.2, and 99.3 hereto, respectively, and are incorporated herein by reference.

Except as set forth in this Item 4, none of the Reporting Persons has any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.

Interest in Securities of the Issuer.

(a) Each of the Reporting Persons’ current ownership in the Issuer and the Issuer’s Common Stock is set forth on the cover pages to this Schedule 13D and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on a total of 66,754,079 shares, which is the number of shares of Issuer’s Common Stock outstanding as of August 5, 2021, as disclosed in the Merger Agreement. As a result of the matters discussed in Item 4 above, the Reporting Persons could be deemed to be a member of a “group” with the Clearlake Entities for purposes of Section 13(d) of the Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons and the Clearlake Entities are members of any such group. The Clearlake Entities separately comply with their reporting obligations under Section 13(d) and (g) and Section 16 of the Act, as applicable. Each Reporting Person disclaims beneficial ownership of any shares of Common Stock that may be deemed to be beneficially owned by the Clearlake Entities.

(b) The number of shares of Common Stock of the Issuer that may be deemed to be beneficially owned by each of the Reporting Persons with respect to which there is (i) sole voting power, (ii) shared voting power, (iii) sole dispositive power, and (iv) shared dispositive power is as set forth below.


	VCV	VEFV	VCPV LP	VCPV Ltd.	Mr. Slusky
Sole Power to Vote/Direct Vote	0	0	0	0	0
Shared Power to Vote/Direct Vote	1,190,584	7,895	1,198,479	1,198,479	1,198,479
Sole Power to Dispose/Direct Disposition	0	0	0	0	0
Shared Power to Dispose/Direct Disposition	1,190,584	7,895	1,198,479	1,198,479	1,198,479

- 9 -

(c) Other than as described in Items 3 and 4 above, there have been no transactions in the Issuer’s Common Stock that were effected during the past sixty days by any of the Reporting Persons¹.

(d) Not applicable.

(e) Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

The information set forth in Items 3, 4 and 5 above is incorporated herein by reference in its entirety into this Item 6.

In connection with jointly filing this Schedule 13D pursuant to the provisions of Rule 13d-1(k)(1) under the Act, the Reporting Persons entered into a Joint Filing Agreement, which is attached hereto as Exhibit 99.4 and incorporated by reference herein.

Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer among or between the Reporting Persons or any other person or entity.

ITEM 7.

Material to Be Filed as Exhibits.


Exhibit Number		Description
Exhibit 99.1		Agreement and Plan of Merger, dated as of August 5, 2021, by and among Cornerstone OnDemand, Inc., a Delaware corporation, Sunshine Software Holdings, Inc., a Delaware corporation and Sunshine Software Merger Sub, Inc., a Delaware corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on August 6, 2021).

Exhibit 99.2		Class A-1 Common Stock Purchase Agreement, dated as of August 5, 2021, by and between Vector Capital V, L.P, a Cayman Islands exempted limited partnership, Vector Entrepreneur Fund V, L.P., a Cayman Islands exempted limited partnership and Sunshine Software Holdings, Inc., a Delaware corporation.*

Exhibit 99.3		Voting and Support Agreement, dated as of August 5, 2021, by and among Sunshine Software Holdings, Inc., a Delaware corporation, Vector Capital V, L.P, a Cayman Islands exempted limited partnership, Vector Entrepreneur Fund V, L.P., a Cayman Islands exempted limited partnership and Cornerstone OnDemand, Inc., a Delaware corporation.

¹	Vector to confirm

- 10 -


Exhibit 99.4		Joint Filing Agreement dated August __, 2021, by and among Vector Capital V, L.P, Vector Entrepreneur Fund V, L.P., Vector Capital Partners V, L.P., Vector Capital Partners, Ltd. and Alexander R. Slusky.

		* Certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a copy will be furnished supplementally to the Securities and Exchange Commission upon request.

- 11 -

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VECTOR CAPITAL V, L.P.

By: Vector Capital Partners V, L.P., its General Partner

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR ENTREPRENEUR FUND V, L.P.

By: Vector Capital Partners V, L.P., its General Partner

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR CAPITAL PARTNERS V, L.P.

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR CAPITAL PARTNERS V, LTD.

/s/ David Baylor

David Baylor, Director

/s/ Alexander R. Slusky

Alexander R. Slusky

EX-99.2 2 d215937dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Execution Version

CONFIDENTIAL

CLASS A-1 COMMON STOCK PURCHASE AGREEMENT

This Class A-1 Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of August 5, 2021, by and between Vector Capital V, L.P., a Cayman Islands exempted limited partnership (“VCV”) and Vector Entrepreneur Fund V, L.P., a Cayman Islands exempted limited partnership (“VEFV,” and together with VCV the “Purchasers”), Sunshine Software Holdings, Inc., a Delaware corporation (“Holdings”).

WHEREAS, Holdings, Sunshine Software Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”), entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company being the surviving entity (the “Merger”);

WHEREAS, VCV currently owns 1,190,584 shares of common stock of the Company (the “VCV Company Shares”) and VEFV currently owns 7,895 shares of common stock of the Company (the “VEFV Company Shares,” and together with the VCV Company Shares, the “Company Shares”);

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Holdings’ agreement to enter into this Agreement, the Purchasers are executing and delivering a Voting and Support Agreement agreeing to vote their Company Shares in favor of the adoption of the Merger Agreement;

WHEREAS, the Purchasers wish to contribute their Company Shares to Holdings in exchange for Class A-1 Common Stock, par value $0.0001 per share, of Holdings (the “Class A-1 Common Stock”), in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, Holdings hereby agrees to issue, sell, assign, transfer and convey to the Purchasers, and the Purchasers hereby agree to purchase and accept from Holdings, substantially contemporaneous with the consummation of the closing of the Merger (the “Merger Closing”) additional shares of Class A-1 Common Stock, in accordance with the terms and conditions set forth in this Agreement, resulting in Purchasers holding a minority ownership position in Holdings (after the contribution and purchase considered herein); and

WHEREAS, substantially simultaneously with the Closing, Holdings, Sunshine Software Investment Holdings, L.P., a Delaware limited partnership, the Purchasers, and the other signatories thereto will enter into the Stockholders Agreement of Holdings (the “Stockholders Agreement”), which will contain the terms on Exhibit A and such other terms as deemed reasonably necessary and appropriate by Holdings.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings and the Purchasers agree as follows:

Contribution of Company Shares. Subject to the terms and conditions hereof, VCV will contribute, transfer, assign, convey and deliver to Holdings all of its right, title and interest in and to the VCV Company Shares, and VEFV will contribute, transfer, assign, convey and deliver to Holdings all of its right, title and interest in and to the VEFV Company Shares, free and clear of all encumbrances (other than those imposed by pursuant to the Securities Act (defined below), as amended, and the applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws), which Holdings and the

Purchasers agree are valued at $57.50 per Company Share, for an aggregate contribution value of $68,912,542.50, in exchange for an aggregate of 6,891,254 shares of Class A-1 Common Stock (valued at $10.00 per share of Class A-1 Common Stock (the “Per Share Purchase Price”) (6,845,858 of which are to be issued to VCV and 45,396 of which are to be issued to VEFV).

Purchase and Sale of the Shares. Subject to the terms and conditions hereof, Holdings hereby agrees to issue, sell, assign, transfer and convey to (a) VCV, and VCV hereby agrees to purchase and accept from Holdings, at the Closing, 3,088,271 shares of Class A-1 Common Stock for an amount in cash per share equal to the Per Share Purchase Price and an aggregate price equal to the Aggregate VCV Purchase Price (as defined below) and (b) VEFV, and VEFV hereby agrees to purchase and accept from Holdings, at the Closing, 20,474 shares of Class A-1 Common Stock for an amount in cash per share equal to the Per Share Purchase Price and an aggregate price equal to the Aggregate VEFV Purchase Price (as defined below), in each case, free and clear of all encumbrances (other than those imposed by (w) the Amended and Restated Certificate of Incorporation of Holdings, including terms as deemed reasonably necessary and appropriate by Holdings (as may be amended, restated, or amended and restated from time to time in accordance with its terms); (x) the Bylaws of Holdings, including terms as deemed reasonably necessary and appropriate by the Holdings (as may be amended, restated, or amended and restated from time to time in accordance with its terms), (y) the Stockholders Agreement (as may be amended, restated, or amended and restated from time to time in accordance with its terms) (items (w), (x), and (y), collectively, the “Governing Documents”); and (z) pursuant to the Securities Act (defined below), as amended, and the applicable rules and regulations thereunder, and any successor to such statute, rules or regulations; or pursuant to any applicable state “blue sky” laws (collectively with the Governing Documents, the “Permitted Securities Encumbrances”)). The aggregate number of shares of Class A-1 Common Stock purchased by the Purchasers pursuant to Sections 1 and 2 of this Agreement shall be referred to in this Agreement as the “Shares.”

Aggregate Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, the aggregate purchase price payable at the Closing (as defined below) by VCV in respect of the Shares issuable to it pursuant to Section 2 of this Agreement shall be an amount in cash equal to $30,882,715.50 (the “Aggregate VCV Purchase Price”). Upon the terms and subject to the conditions set forth in this Agreement, the aggregate purchase price payable at the Closing (as defined below) by VEFV in respect of the Shares issuable to it pursuant to Section 2 of this Agreement shall be an amount in cash equal to $204,742 (the “Aggregate VEFV Purchase Price,” and together with the Aggregate VCV Purchase Price, the “Aggregate Purchase Price”).

Principal Purchase Agreement. At Closing, Holdings is entering into a separate purchase agreement (the “Principal Purchase Agreement” and, together with this Agreement, the “Purchase Agreements”) with Sunset Software Investment Holdings, L.P., a Delaware limited partnership and affiliate of Clearlake Capital Group, L.P., a Delaware limited partnership (the “Principal Investor”), providing for the purchase at the Closing (as hereinafter defined) by the Principal Investor of Class A-1 Common Stock.

Closing. The closing of the contribution, issuance, purchase and sale of the Shares under this Agreement (the “Closing”) shall occur on the date of, and substantially contemporaneously with, the Merger Closing and the purchase by the Principal Investor of shares of Class A-1 Common Stock. At the Closing, (x) Holdings shall (i) make in the name of the Purchasers a book-entry notation representing the Shares in the stock ledger of Holdings against the contribution of the Company Shares and the payment of the Aggregate Purchase Price therefor by wire transfer of immediately available funds to an account designated by Holdings, and (ii) deliver to the

Purchasers, Holdings, the Principal Investor and any other designated purchasers of the capital stock of Holdings signature pages to the Stockholders Agreement, and (y) in addition to the wire transfer of the funds described in item (x), the Purchasers shall execute and deliver to Holdings the Purchasers’ signature page to the Stockholders Agreement.

6.	Representations and Warranties of Holdings. Holdings hereby represents and warrants to the Purchaser, as of the date hereof and as of Closing, that:

(a) Authority; Enforceability. Holdings (x) has been duly organized and is in good standing under the laws of the State of Delaware, (y) has all necessary corporate power and authority to execute and deliver this Agreement and the Stockholders Agreement and to perform Holdings’ obligations under this Agreement and the Stockholders Agreement, and (z) no other corporate proceedings on the part of Holdings are necessary pursuant to its governing documents or applicable law to authorize the execution, delivery or performance of this Agreement, the Stockholders Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Holdings and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding agreement of Holdings enforceable against Holdings in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). At the Closing, the Stockholders Agreement will be duly executed and delivered by Holdings and the Principal Investor, and, assuming due authorization, execution and delivery by Holdings, the Purchasers and the Principal Investor, will constitute a legal, valid and binding agreement of Holdings enforceable against Holdings and other parties thereto in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(b) Title and Ownership.

(i) Upon Holdings’ receipt of payment or contribution therefor, the Shares being purchased by the Purchasers, or being issued to the Purchasers, will be duly and validly issued, fully paid and nonassessable and free and clear of all encumbrances (other than Permitted Securities Encumbrances).

(ii) Immediately prior to the consummation of the transactions contemplated by the Merger Agreement, Holdings owns all of the issued and outstanding shares of capital stock of Sunshine Intermediate Holdings, Inc. (“Intermediate Holdings”) and will own immediately following the consummation of the transactions contemplated by the Merger Agreement, all of the issued and outstanding shares of capital stock of Intermediate Holdings. Immediately after the consummation of the transactions contemplated by the Merger Agreement, Intermediate Holdings will own all the issued and outstanding shares of capital stock of the Company.

(c) Limited Operations. As of the date hereof, Holdings is a newly formed entity that neither owns nor has owned any material assets or material liabilities, in each case other than those under or relating to the Merger, the Merger Agreement and agreements relating to the financing and consummation of the Merger and other than administrative matters relating to its formation.

(d) Non-Contravention; Governmental Consents. Neither the execution, delivery and performance of this Agreement or the Stockholders Agreement by Holdings, nor the consummation by Holdings of the transactions contemplated by this Agreement, will (with or without the passage of time or giving of notice or both) (i) conflict with or violate Holdings’ Governing Documents, (ii) violate any material laws applicable to Holdings or the Shares, (iv) result in the creation of any encumbrance upon any of the Shares (other than Permitted Securities Encumbrances), or (v) require Holdings to obtain any consent, waiver, approval, ratification, permit, license, governmental authorization or other authorization of, give any notice to, or make any filing or registration with, any governmental authority or other Person (other than as required by the Governing Documents).

(e) Per Share Purchase Price. The Per Share Purchase Price represents the same per share purchase price being paid by the Principal Investor for its shares of Class A-1 Common Stock.

(f) Offer of Shares. Neither Holdings nor any person authorized to act on behalf of Holdings has taken or will take any action that would subject the transactions contemplated by this Agreement to the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and assuming the investment representations of the Purchasers set forth in Section 7 are true, the offer, sale and issuance of the Shares are exempt from the registration requirements of the Securities Act.

7.	Representations and Warranties of the Purchasers. Each Purchaser hereby jointly and severally represents and warrants to Holdings, as of the date hereof and as of Closing, that:

(a) Authority; Enforceability. Such Purchaser is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser has been duly organized and is in good standing under the laws of the jurisdiction of its formation, and has all necessary limited liability company (or similar) power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Purchaser of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary limited partnership (or similar) action on the part of such Purchaser and no other limited partnership (or similar) proceedings on the part of such Purchaser are necessary pursuant to its governing documents or the laws of its jurisdiction of formation to authorize the execution, delivery or performance of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Purchaser and, assuming due authorization, execution and delivery by Holdings, constitutes a legal, valid and binding agreement of such Purchaser, enforceable against such Purchaser in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

(b) Non-Contravention; No Consents or Approvals. Neither the execution, delivery and performance of this Agreement (including the terms set forth on Exhibit) by such Purchaser, nor the consummation by such Purchaser of the transactions contemplated by this Agreement, will (with or without the passage of time or giving of notice or both) (i) conflict with or violate the organizational documents of such Purchaser, (ii) result in a breach or default under, or create in any Person the right to terminate, cancel, accelerate or modify, or require any notice, consent or waiver under, conflict with or violate any governmental authorization or material Contract to which such Purchaser is a party, by which such Purchaser is bound or by which any of such Purchaser’s properties or assets is subject, (iii) violate any material laws applicable to such Purchaser or any of

such Purchaser’s properties or assets; or (iv) require such Purchaser to obtain any consent, waiver, approval, ratification, permit, license, governmental authorization or other authorization of, give any notice to, or make any filing or registration with, any governmental authority or other Person, except in each case that would not, individually or in the aggregate, have a material adverse effect on such Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby.

(c) Financial Capacity. Such Purchaser has the financial capacity and sufficient funds on hand or readily accessible, to (i) pay such Purchaser’s portion of the Aggregate Purchase Price and perform its obligations under this Agreement, and all funds necessary for such Purchaser to fulfill its obligations under this Agreement, and (ii) fund future equity investments up to its portion of an incremental $35,000,000 through the current investment period of the Purchasers.

(d) Title and Ownership. As of the date hereof and as of Closing, the VEFV is a holder of record and/or the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of the VEFV Company Shares, and VCV is a holder of record and/or the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of the VCV Company Shares, in each case, the Company Shares will be duly and validly issued, fully paid and nonassessable and free and clear of all encumbrances (other than Permitted Securities Encumbrances).

Termination. (a) This Agreement will terminate, and be of no further force or effect without any action by any person if the Merger Agreement is terminated for any reason, and (b) will terminate, and be of no further force or effect upon the Purchasers providing notice to Holdings of their election to terminate this Agreement following any amendment to the Merger Agreement entered into without the Purchasers’ prior written consent that results in any increase to the Merger Consideration (as defined in the Merger Agreement); provided, however, that if, prior to any such termination of this Agreement, the Purchaser shall have paid the Aggregate Purchase Price to, or as directed by, Holdings, Holdings will (i) promptly (and in any event no later than one business day thereafter) provide the Purchaser notice pursuant to Section 9(c) of the termination of the Merger Agreement and this Agreement, (ii) promptly (and in any event no later than two business days thereafter) refund the Aggregate Purchase Price paid by the Purchaser pursuant to this Agreement and (iii) cancel any Shares issued hereunder and upon such refund and cancellation, this Agreement shall be terminated.

9.	Miscellaneous.

(a) Further Assurances. The parties hereto shall execute and cause to be delivered to the other parties hereto such instruments and other documents, and shall take such other actions, as such party may reasonably request (at or after the Closing) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement. Simultaneously with the execution and delivery of this Agreement, each Purchaser has executed an agreement in a form acceptable to Holdings that such Purchaser will vote, or will cause, its shares of common stock of the Company in favor of the adoption of the Merger Agreement (the “Voting Agreement”).

(b) Fees and Expenses. Except as otherwise expressly provided in this Agreement, the Stockholders Agreement or as expressly agreed to among any of the parties hereto, each party will bear its respective expenses incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all fees and expenses of its advisors and representatives. If this Agreement is terminated, the obligation of each party to pay its own expenses will be subject to any rights of such party arising from any breach of this Agreement by another party.

(c) Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, or if by e-mail, upon written confirmation of receipt by email or otherwise, (ii) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (iii) on the earlier of confirmed receipt or the fifth business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice by one of the means set forth in this Section 9(c):

If to the Purchasers, to:

c/o Vector Capital

One Market Street

Steuart Tower, 23^rd Floor

San Francisco, CA 94105

Attention: David Fishman, Managing Director

Andy Fishman, Managing Director

Email: fishman@vectorcapital.com

afishman@vectorcapital.com

with a copy (which copy shall not constitute notice) to:

Paul Hastings LLP

101 California Street, Forty-Eighth Floor

San Francisco, CA 94111

Attention: Steve Camahort

Dana Kromm

Email: stevecamahort@paulhastings.com

danakromm@paulhastings.com

If to Holdings, to:

c/o Clearlake Capital Group, L.P.

233 Wilshire Blvd., Suite 800

Santa Monica, CA 90401

Attention: Behdad Eghbali, Founder and Managing Partner

Fred Ebrahemi, Chief Operating Officer and General Counsel

Email: behdad@clearlake.com

febrahemi@clearlake.com

with a copy (which copy shall not constitute notice) to:

Sidley Austin LLP

1999 Avenue of the Stars

17th Floor

Los Angeles, CA 90067

Attention: Mehdi Khodadad

Email: mkhodadad@sidley.com

(d) Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing signed by all of the parties hereto.

(e) Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances. Notwithstanding the foregoing, the parties hereto intend that the remedies and limitations thereon contained in this Agreement be construed as an integral provision of this Agreement and that such remedies and limitations shall not be severable in any manner that increases liability or obligations hereunder of any party hereto.

(f) Remedies. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that, prior to any valid termination of this Agreement, (i) the parties shall be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (ii) the right of specific performance is an integral part of the transactions contemplated by this Agreement and without that right, neither Holdings nor the Purchasers would have entered into this Agreement.

(g) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute relating hereto shall be heard in the state or federal courts of Delaware and the parties irrevocably agree to exclusive jurisdiction and venue therein and irrevocably waive any objection based on venue or forum non conveniens with respect to any action instituted therein. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FORMATION, BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. Each party hereto certifies and acknowledges that (i) no representative, agent or attorney or any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party hereto understands and has considered the implications of this waiver, (iii) each party hereto makes this waiver voluntarily and (iv) each party hereto has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications of this Section 9(g). Any party hereto may file an original counterpart or a copy of this Agreement with any court as written evidence of the consent of the parties to the waiver of their right to trial by jury.

(h) Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver. Any waiver to any provision of this Agreement must be in writing and signed by the party against whom it is sought to be enforced.

(i) Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

(j) Other Agreements; Assignment. This Agreement, together with the Stockholders Agreement, and the Voting Agreement, constitutes the entire agreement, and supersedes all prior and all other contemporaneous agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their affiliates with respect to the transactions contemplated hereby. Nothing in the Merger Agreement shall limit any rights or obligations of the parties hereto to one another under this Agreement. This Agreement shall not be assigned by any party without the prior consent of the other parties hereto.

(k) Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(l) .pdf Signatures. This Agreement may be executed by .pdf signature or by other similar means of electronic transmission and a .pdf or other electronically transmitted signature shall constitute an original for all purposes.

(m) Survival. The representations, warranties and covenants of the parties hereto contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(n) Securities Laws.

(i) California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF SUCH CONSIDERATION BY HOLDINGS, THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.

(ii) Securities Act. THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

(o) Publicity; Confidentiality. This Agreement and the Purchasers’ investment in Holdings shall be kept confidential by the Purchasers and may not be disclosed to any third party or used, circulated, quoted or otherwise referred to in any document by the Purchasers or any of its affiliates, except with the prior written consent of Holdings; provided, that no such written consent is required for any disclosure of the existence or content of this Agreement to (i) the extent required by applicable law (provided, that the Purchasers will to the extent permitted by law provide Holdings an opportunity to review such required disclosure in advance of such disclosure being made and shall accept any reasonable comments made by Holdings), (ii) the extent required to enforce any rights under this Agreement and (iii) to, (x) from the date hereof until the Merger Closing, to the Purchasers’ current limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary informational, transactional or reporting activities in the ordinary course of the Purchasers’ businesses at any time, and (y) after the Merger Closing, to the Purchasers’ current and prospective limited partners (and their respective advisors) about the subject matter of this Agreement in connection with customary fundraising, marketing, informational, transactional or reporting activities in the ordinary course of the Purchasers’ businesses at any time; provided, that with respect to clauses (x) and (y), that such recipients are bound by an obligation to keep such information confidential. Without limiting the foregoing, each Purchaser further acknowledges and agrees that the initial press release regarding the Merger, this Agreement, the transactions contemplated hereby or thereby, or its investment in Holdings or the Company shall refer to such investment as a minority investment and to each such Purchaser as a minority investor.

(p) No Third Party Beneficiaries. The parties to this Agreement agree that any rights or remedies under or arising by reason of this Agreement are solely for the benefit of the other parties hereto and their successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and nothing in this Agreement, express or implied, is intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce any provision of this Agreement. Provided, for the avoidance of doubt, the Non-Recourse Parties (defined below) shall have the benefit of Section 9(q) hereof.

(q) No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, each party hereto covenants, agrees and acknowledges that no person other than the other parties hereto has or shall have any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder, no party has the right of recovery under this Agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future direct or indirect equity holders, controlling persons, directors, officers, employees, agents, affiliates (other than any assignee permitted in accordance with Section 9(j) hereof), members, managers, general or limited partners or assignees (each a “Representative”) of the any other party, or any Representative of any of the foregoing (collectively, in respect of such party, each a “Non-Recourse Party”), through such other party or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of a party against any Non-Recourse Party of the other, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise. Notwithstanding anything to the contrary in the foregoing, Holdings shall be permitted to pursue specific performance, or any other equitable remedy available at law, to enforce the Purchasers’ obligations under this Agreement as it relates to the Merger.

(r) Tax Treatment. The parties hereto intend to treat the contribution by the Purchasers of the Company Shares to Holdings in exchange for Class A-1 Common Stock as a transfer or property qualifying under Section 351 of the Code, and none of the parties shall take any position inconsistent with such qualification on any Tax Return or in any Legal Proceeding with respect to Taxes except as required by a “determination” (as defined in Section 1313(a) of the Code).

(signature page follows)

IN WITNESS WHEREOF, the undersigned have executed this Class A-1 Common Stock Purchase Agreement as of the date first written above.


HOLDINGS:

SUNSHINE SOFTWARE HOLDINGS, INC.



By:		/s/ Behdad Eghbali


Name:		Behdad Eghbali
Title:		President

[Signature Page to Class A-1 Common Stock Purchase Agreement]

IN WITNESS WHEREOF, the undersigned have executed this Class A-1 Common Stock Purchase Agreement as of the date first set forth above.


PURCHASERS:

VECTOR CAPITAL V, L.P.

By: Vector Capital Partners V, L.P., its General Partner
By: Vector Capital Partners V, Ltd., its General Partner

By:		/s/ David Baylor


Name:		David Baylor
Title:		Director


VECTOR ENTREPRENEUR FUND V, L.P.

By: Vector Capital Partners V, L.P., its General Partner
By: Vector Capital Partners V, Ltd., its General Partner

By:		/s/ David Baylor


Name:		David Baylor
Title:		Director

[Signature Page to Class A-1 Common Stock Purchase Agreement]

Exhibit A

Summary of Terms

EX-99.3 3 d215937dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Execution Version

CONFIDENTIAL

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of August 5, 2021, by and among Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”), the entities identified on the signature page hereto (each, a “Stockholder”), and Cornerstone OnDemand, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, Stockholder is a holder of record and/or the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of certain shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company;

WHEREAS, Parent, Sunshine Software Merger Sub, Inc., an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (such agreement, as it may be amended, the “Merger Agreement”), which provides (subject to the conditions set forth therein) for, among other things, the merger (the “Merger”) of Merger Sub with and into the Company with the Company as the surviving company in the Merger; and

WHEREAS, Stockholder is entering into this Agreement in order to induce Parent and the Company to enter into the Merger Agreement and cause the Merger to be consummated.

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

SECTION 1. CERTAIN DEFINITIONS

For purposes of this Agreement:

(a) Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

(b) “Affiliate Agreements” shall mean the following agreements (as amended, restated, supplemented or modified from time to time) to which Stockholder or any of its Affiliates are a party: Registration Rights Agreement, dated April 22, 2020, by and between the Company, Vector Talent Holdings, L.P., and the individuals and entities party thereto, and (b) any other Contract that Stockholder is a party in its capacity as an equityholder of, or lender to, the Company, except for the Purchase Agreement, dated February 24, 2020, by and among Vector Talent Holdings, L.P. and the Company.

(c) “Covered Securities” shall mean (i) all equity securities and equity interests of the Company (including Common Stock and any equity securities convertible into or exercisable or exchangeable for Common Stock) owned (beneficially or of record) by Stockholder as of the date hereof and (ii) all additional equity securities and equity interests of the Company (including Common Stock and any equity securities convertible into or exercisable or exchangeable for Common Stock) owned (beneficially or of record) of which Stockholder acquires beneficial or record ownership during the Voting Period (including by way of bonus issue, share dividend or distribution, sub-division, recapitalization, consolidation, exchange of shares and the like).

(d) “Expiration Date” shall mean the earlier of: (i) the date on which the Merger Agreement is validly terminated in accordance with its terms; and (ii) the Effective Time.

(e) A Stockholder shall be deemed to “Own”, be the “Owner” of, or to have acquired “Ownership” of, a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(f) A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (i) sells, assigns, offers to sell, pledges, encumbers, grants an option with respect to, transfers or disposes of such security (by operation of law or otherwise), or any interest in such security, to any Person other than Parent or Merger Sub; (ii) enters into an agreement or commitment (whether or not in writing) contemplating the possible sale of, assignment of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Parent or Merger Sub; or (iii) reduces such Person’s beneficial ownership of, interest in or risk relating to such security.

(g) “Voting Period” shall mean the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Date.

SECTION 2. TRANSFER OF COVERED SECURITIES AND VOTING RIGHTS

2.1 Restriction on Transfer of Covered Securities. Subject to Section 2.3, during the Voting Period, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Covered Securities to be effected. Without limiting the generality of the foregoing, during the Voting Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Covered Securities in response to or otherwise in connection with any tender or exchange offer.

2.2 Restriction on Transfer of Voting Rights. During the Voting Period, Stockholder shall not: (a) deposit any of the Covered Securities into a voting trust; (b) grant any proxy with respect to any of the Covered Securities; or (c) other than this Agreement, enter into any tender, voting or other similar agreement or arrangement, with respect to any of the Covered Securities.

2.3 Permitted Transfers. Section 2.1 shall not prohibit a Transfer of Covered Securities by Stockholder to one or more partners or members of Stockholder or to an affiliated entity under common control with Stockholder; provided, however, that a Transfer referred to in this sentence shall be permitted only if, (a) as a precondition to such Transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (b) such Transfer is effected no later than three business days prior to the scheduled record date of the Company Stockholders Meeting (or any adjournment or postponement thereof) and does not delay, hinder or impede (i) the timely voting of the Covered Securities in accordance with Section 3.1 or (ii) the consummation of the Merger.

2.4 Other Restrictions. During the Voting Period, Stockholder shall not take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or in any way restrict, limit or interfere with the performance of any of Stockholder’s obligations under this Agreement or the transactions contemplated hereby or by the Merger Agreement, or seek to do or solicit any of the actions prohibited in this Section 2, and agrees to notify Parent promptly, and to provide all details requested by Parent, if Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

2.5 Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Date, in furtherance of this Agreement, Stockholder hereby authorizes the Company or its counsel to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the Expiration Date and shall not apply to any Transfer permitted under Section 2.3.

2.6 Acquisition of Covered Securities. In the event that Stockholder acquires any Covered Securities (or any right or interest therein) after the execution of this Agreement, Stockholder shall promptly deliver to Parent a written notice indicating the number of such Covered Securities (or right or interest therein) acquired or received.

SECTION 3. VOTING OF COVERED SECURITIES

3.1 Voting Covenant. Stockholder hereby agrees that, during the Voting Period, at any meeting of the stockholders of the Company (and at every adjournment or postponement thereof), however called, and in any written action by consent of the stockholders of the Company, Stockholder shall cause the Covered Securities to be voted (including via proxy):

(a) in favor of (i) the Merger, (ii) each of the other actions contemplated by the Merger Agreement and (iii) any action in furtherance of any of the foregoing;

(b) against approval of any proposal made in opposition to or in competition with the Merger or the Merger Agreement and against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and

(c) against the following actions (other than the Merger): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its Subsidiaries; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the properties, rights or other assets of the Company or any of its Subsidiaries; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (iv) any change in the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws or other charter or organizational documents; (vi) any change in the capitalization of the Company or the Company’s corporate structure; and (vii) any other action which is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger.

3.2 Other Voting Agreements.

(a) During the Voting Period, Stockholder shall not (i) enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a),” clause “(b)” or clause “(c)” of Section 3.1, or (ii) grant a proxy or power of attorney with respect to any of the Covered Securities that is inconsistent with this Agreement, or otherwise take any other action with respect to any of the Covered Securities that would prevent the performance of any of Stockholder’s obligations hereunder or any of the actions contemplated hereby.

(b) During the Voting Period, at every meeting of the stockholders of the Company (and at every adjournment or postponement thereof), however called, Stockholder shall be represented in person or by proxy at such meeting in order for the Covered Securities to be counted as present for purposes of establishing a quorum.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

Stockholder hereby represents and warrants to Parent as follows:

4.1 Authorization, etc. Stockholder has the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by Stockholder and constitutes legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with its terms, subject to: (a) Legal Requirements of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. If Stockholder is a corporation, then Stockholder is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction in which it was organized. If Stockholder is a general or limited partnership, then Stockholder is a partnership duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction in which it was organized. If Stockholder is a limited liability company, then Stockholder is a limited liability company duly organized, validly existing and in good standing under the Legal Requirements of the jurisdiction in which it was organized. Stockholder has reviewed and understands the terms of this Agreement, and Stockholder has consulted and relied upon Stockholder’s counsel in connection with this Agreement.

4.2 No Conflicts or Consents.

(a) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not: (i) conflict with or violate any Legal Requirements applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or require any notice or consent under or result (with or without notice or lapse of time) in the creation of any Encumbrance on any of the Covered Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s Affiliates or properties is or may be bound or affected; or (iii) conflict with or violate any provision of the articles or certificate of incorporation or formation, by-laws, limited liability company agreement or such other organizational documents of Stockholder, as applicable.

(b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any consent of any Person.

4.3 Title to Securities. As of the date of this Agreement: (a) Stockholder is the sole beneficial and record holder (free and clear of any Encumbrances) of the number of outstanding shares of Common Stock set forth under the heading “Shares of Common Stock Held of Record” on the signature page hereof; (b) Stockholder Owns the additional securities of the Company set forth under the heading “Additional Securities Beneficially Owned” on the signature page hereof; (c) Stockholder does not directly or indirectly Own any shares of capital stock or other securities of the Company or other right to acquire (by purchase, exercise or otherwise) any shares of capital stock or other securities of the Company, other than the shares, options, warrants, restricted stock units and other rights set forth on the signature page hereof; (d) Stockholder is not a party to any voting trusts, proxies or other agreements with respect to the voting, acquisition, disposition, registration or transfer of the outstanding shares of Common Stock or additional securities set forth on the signature page hereof; and (e) Stockholder does not have any outstanding obligations to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in the Company.

4.4 Affiliate Agreements. None of Stockholder or any of its Affiliates is party to any Contract with the Company or any of its Subsidiaries other than the Affiliate Agreements. Each of the Affiliate Agreements is listed on Schedule 4.4 to this Agreement. Other than the obligations under the Affiliate Agreements, neither the Company nor any of its Subsidiaries owes any payments or other amounts to, or at Closing will owe any payments or other amounts to, Stockholder or any of its Affiliates.

4.5. Accuracy of Representations. The representations and warranties contained in this Agreement are accurate and complete in all respects as of the date of this Agreement, and will be accurate in all respects at all times through and including the Expiration Date as if made as of any such time or date.

SECTION 5. MISCELLANEOUS

5.1 Disclosure. Each party hereto hereby agrees to permit the other parties to publish and disclose in any press release, the Company Proxy Statement and any other filing or disclosure required under the Exchange Act generally or otherwise required in connection with the Merger Agreement and the transactions contemplated thereby (and any amendments or supplements thereto), including the Merger, identity and ownership of shares of Common Stock and other Covered Securities and the nature of Stockholder’s commitments, arrangements and understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement).

5.2 No Solicit.

(a) Prior to the Expiration Date, Stockholder shall not take any action that would be a breach of Section 4.3(b) of the Merger Agreement as if such action were taken by the Company and without giving effect to Section 4.3(c). Without limiting the generality of the foregoing, if Stockholder, its Affiliates or any of their respective Representatives receives any Acquisition Proposal or any Inquiry at any time after the execution and delivery of this Agreement and prior to Closing, then Stockholder shall promptly notify Parent in writing (i) of the receipt by Stockholder, its Affiliates or their respective Representatives of such Inquiry or Acquisition Proposal (whether written or oral), (ii) any information requested by Stockholder, its Affiliates or Representatives in connection with such Acquisition Proposal or Inquiry, and (iii) any information regarding the discussions or negotiations relating to or in connection with any Inquiry or Acquisition Proposal that are sought, requested or continued, which notice shall include (A) the identity of such third party making such Inquiry or providing such Acquisition Proposal or requesting such information, (B) a summary of the material terms and conditions of any Acquisition Proposal or Inquiry and (C) copies of all draft documents or materials with respect to such Acquisition Proposal or Inquiry. The Stockholder shall thereafter keep Parent reasonably informed, on a current basis, of the status and terms of any such Acquisition Proposal or Inquiry and any negotiations related thereto, including (1) by providing on a current basis any copies of all draft documents and other agreements and other documents relating to such Acquisition Proposal or Inquiry and (2) notifying Parent promptly of any related information requests.

5.3 No Legal Action. Stockholder shall not, and shall direct its Representatives not to, bring, commence, institute, maintain, voluntarily aid or prosecute any claim, appeal or proceeding which (a) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement, or (b) alleges that the execution and delivery of this Agreement by Stockholder breaches any duty that such Stockholder has (or may be alleged to have) to the Company or to the other holders of Common Stock.

5.4 Certain Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Common Stock” and “Covered Securities” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

5.5 Reliance. Stockholder understands and acknowledges that Parent and the Company are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement and compliance with the terms hereof.

5.6 Survival of Representations, Warranties and Agreements. All representations, warranties, covenants and agreements made by Stockholder in this Agreement, and Parent’s rights and remedies with respect thereto, shall survive the Expiration Date.

5.7 Further Assurances; Notice of Certain Events. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actions, as Parent may reasonably request for the purpose of carrying out and furthering the intent of this Agreement. Stockholder shall notify Parent in writing promptly of (a) any fact, event or circumstance that would constitute a breach of the representation and warranties of Stockholder under this Agreement, or (b) the receipt by Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement.

5.8 Expenses. All costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

5.9 Notices. Notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed given, (a) when delivered, if delivered personally to the intended recipient, (b) upon transmission, if sent by email (provided no “bounceback” or notice of non-delivery is received) and (c) one business day later, if sent by overnight delivery via a national courier service (providing proof of delivery), and in each case, addressed to a party at the following address for such party:

if to Stockholder:

at the address set forth on the signature page hereof; and

if to Parent:

c/o Clearlake Capital Group, L.P.

Attention: Behdad Eghbali, Founder and Managing Partner

Attention: Fred Ebrahemi, Chief Operating Officer and General Counsel

233 Wilshire Boulevard, Suite 800

Santa Monica, CA 90401

Fax: (310) 400-8801

Email: behdad@clearlake.com

Email: febrahemi@clearlake.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1999 Avenue of the Stars

17th Floor

Los Angeles, CA 90067

Attn: Mehdi Khodadad and Scott Williams

E-mail: mkhodadad@sidley.com and swilliams@sidley.com

5.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term or provision.

5.11 Entire Agreement. This Agreement, the Merger Agreement and any other documents delivered by the parties in connection herewith constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings between the parties with respect thereto.

5.12 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of Parent, the Company, and Stockholder.

5.13 Assignment; Binding Effect; No Third-Party Rights. Except as provided herein, including pursuant to Section 2.3, neither this Agreement nor any of the interests or obligations hereunder may be assigned or delegated by Stockholder, and any attempted or purported assignment or delegation of any of such interests or obligations shall be void. Subject to the preceding sentence, this Agreement shall be binding upon Stockholder and Stockholder’s heirs, estate, executors and personal representatives and Stockholder’s successors and assigns, and shall inure to the benefit of Parent and its successors and assigns. Without limiting any of the restrictions set forth in Section 2, Section 3 or elsewhere in this Agreement, this Agreement shall be binding upon any Person to whom any Covered Securities are Transferred. Nothing in this Agreement is intended to confer on any Person (other than Parent, Merger Sub and their successors and assigns) any rights or remedies of any nature.

5.14 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with the specific terms or were otherwise breached. Stockholder agrees that, in the event of any breach or threatened breach by Stockholder of any covenant or obligation contained in this Agreement, Parent and the Company shall be entitled, without any proof of actual damage (and in addition to any other remedy that may be available to it, including monetary damages) to obtain: (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Stockholder further agrees that none of Parent, the Company nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 5.14, and Stockholder irrevocably waives any right Stockholder may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

5.15 Non-Exclusivity. The rights and remedies of Parent under this Agreement are not exclusive of or limited by any other rights or remedies which it may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent under this Agreement, and the obligations and liabilities of Stockholder under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities under common law requirements and under applicable Legal Requirements.

5.16 Governing Law; Jurisdiction; Waiver of Jury Trial.

(a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any disputes arising under or relating to this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the Law of the State of Delaware without regard to the conflict of law principles thereof.

(b) Each of the parties (i) irrevocably submits exclusively to the jurisdiction of the Chancery Courts of the State of Delaware (the “Chancery Court”) or, if the Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States of America, in each case, located in New Castle County in the State of Delaware (collectively, “Chosen Courts”) in the event any dispute arises out of this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Legal Proceeding by or before any Governmental Body relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts, (iv) waives any objection that it may now or hereafter have to the venue of any such Legal Proceeding in the Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.9. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.9 shall be effective service of process for any Legal Proceeding in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing in this Section 5.16(b), a party may commence any legal action or proceeding in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.16.

5.17 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts (including by attachment to electronic mail in portable document format (PDF)), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

5.18 Captions. The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

5.19 Attorneys’ Fees. If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

5.20 Waiver. No failure on the part of Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Parent shall not be deemed to have waived any claim available to Parent arising out of this Agreement, or any power, right, privilege or remedy of Parent under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Parent; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

5.21 Independence of Obligations. The covenants and obligations of Stockholder set forth in this Agreement shall be construed as independent of any other Contract between Stockholder, on the one hand, and the Company or Parent, on the other. The existence of any claim or cause of action by Stockholder against the Company or Parent shall not constitute a defense to the enforcement of any of such covenants or obligations against Stockholder. Nothing in this Agreement shall limit any of the rights or remedies of Parent under the Merger Agreement, or any of the rights or remedies of Parent or any of the obligations of Stockholder under any agreement between Stockholder and Parent or any certificate or instrument executed by Stockholder in favor of Parent, and nothing in the Merger Agreement or in any other such agreement, certificate or instrument, shall limit any of the rights or remedies of Parent or any of the obligations of Stockholder under this Agreement.

5.22 Agreement Not to Exercise Appraisal Rights. To the extent permitted by the applicable Legal Requirements, Stockholder shall not exercise, and hereby irrevocably and unconditionally waives, any statutory rights (including under Section 262 of the DGCL) to demand appraisal of any Covered Securities that may arise in connection with the Merger. Notwithstanding the foregoing, nothing in this Agreement shall constitute, or be deemed to constitute, a waiver or release by Stockholder of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent.

5.23 Irrevocable Proxy. Prior to the Expiration Date, solely in the event of a failure by Stockholder to act in accordance with the Stockholder’s obligations as to voting pursuant to Section 3.1 no later than the third business day prior to any meeting at which the stockholders of the Company will consider and vote on any of the matters described in Section 3.1, Stockholder hereby irrevocably grants to, and appoints, the Company, and any individual designated in writing by the Company, and each of them individually, as Stockholder’s proxy and attorney-in-fact (with full power of substitution and including for purposes of Section 212 of the DGCL), for and in the name, place and stead of Stockholder, to vote the Covered Securities, or grant a consent or approval in respect of the Covered Securities, in a manner consistent with this Agreement. Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5.23 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this

Section 5.23. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable Legal Requirements. Stockholder shall, upon written request by the Company, as promptly as practicable execute and deliver to the Company a separate written instrument or proxy that embodies the terms of this irrevocable proxy set forth in this Section 5.23 and is otherwise reasonably acceptable to the Company and Stockholder. Notwithstanding the foregoing, the proxy and appointment granted hereby shall be automatically revoked, without any action by Stockholder, upon the Expiration Date and Company may terminate any proxy granted pursuant to this Section 5.23 at any time at its sole discretion by written notice to Stockholder.

5.24 Legal Duties and Merger Agreement; Acknowledgment.

(a) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Stockholder who is a member of the Board of Directors of the Company, in his capacity as such, from (i) participating in or facilitating any action that the Company or its Board of Directors, or members thereof, are permitted to take under the Merger Agreement or (ii) taking any action that a director of the Company determines in good faith is required to take in satisfaction of his fiduciary duties or in order to comply with applicable Legal Requirements.

(b) Each of Parent, Merger Sub and the Company acknowledges that Stockholder signs this Agreement solely in his or its capacity as Owner of the Covered Securities and nothing herein shall limit or affect any actions taken by such Stockholder, or require such Stockholder to take any action, in his or her capacity as an officer or director of the Company. Parent and Merger Sub acknowledge and agree that except for representations and warranties expressly set forth in this Agreement, neither the Stockholder nor any representatives of the Stockholder have made any representation or warranty, express or implied, in connection with this Agreement, the Merger Agreement or Parent’s and the Merger Sub’s investigation of the Company. Parent and the Merger Sub acknowledge and agree that Stockholder shall have no liability to the Parent or the Merger Sub for any breach of the Merger Agreement.

5.25 Construction.

(a) For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders.

(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(c) As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

(d) Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits to this Agreement, and the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”.

10.

(e) The terms and provisions of this Agreement apply severally to each Stockholder.

[Signature Pages Follow]

11.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.


SUNSHINE SOFTWARE HOLDINGS, INC.



By:		/s/ Behdad Eghbali


Name:		Behdad Eghbali


Title:		President

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.


CORNERSTONE ONDEMAND, INC.



By:		/s/ Phil Saunders


Name:		Philip S. Saunders


Title:		Chief Executive Officer

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.


VECTOR CAPITAL V, L.P.
By: Vector Capital Partners V, L.P., its General Partner
By: Vector Capital Partners V, Ltd., its General Partner

		Signature

		/s/ David Baylor
		David Baylor, Director

Address:

One Market Street

Steuart Tower, 23^rd Floor

San Francisco, CA 94105


Shares of Common Stock Held of Record				Additional Securities Beneficially Owned
1,190,584

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.


VECTOR ENTREPRENEUR FUND V, L.P.
By: Vector Capital Partners V, L.P., its General Partner
By: Vector Capital Partners V, Ltd., its General Partner

		Signature

		/s/ David Baylor
		David Baylor, Director

Address:

One Market Street

Steuart Tower, 23^rd Floor

San Francisco, CA 94105


Shares of Common Stock Held of Record				Additional Securities Beneficially Owned
7,895

SIGNATURE PAGE TO VOTING AND SUPPORT AGREEMENT

EX-99.4 4 d215937dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Joint Filing Agreement

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: August 6, 2021

VECTOR CAPITAL V, L.P.

By: Vector Capital Partners V, L.P., its General Partner

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR ENTREPRENEUR FUND V, L.P.

By: Vector Capital Partners V, L.P., its General Partner

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR CAPITAL PARTNERS V, L.P.

By: Vector Capital Partners V, Ltd., its General Partner

/s/ David Baylor

David Baylor, Director

VECTOR CAPITAL PARTNERS V, LTD.

/s/ David Baylor

David Baylor, Director

/s/ Alexander R. Slusky

Alexander R. Slusky