THIS AMENDMENT AGREEMENT, dated as of April 22, 2020 (this Amendment) is entered into by and among Cornerstone OnDemand, Inc., a Delaware corporation (Buyer) and Vector Talent Holdings, L.P., an exempted limited partnership registered under the laws of the Cayman Islands and having its registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005, Cayman Islands (Seller, and collectively with Buyer, the Parties).
A. Buyer and Seller, and the other parties signatory thereto, entered into that certain Purchase Agreement, dated as of February 24, 2020 (the Agreement) (unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in the Agreement);
B. Pursuant to Section 10.3 of the Agreement, the Agreement may be amended by a writing signed by the Parties; and
C. The Parties have agreed to amend certain terms and conditions of the Agreement, as fully set forth herein.
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
Section 1. Amendment. Effective as of immediately prior to the Closing on the Closing Date:
(a) The definition of Closing Cash Consideration in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:
Closing Cash Consideration means (i) $1,262,000,000, plus (ii) the Working Capital Overage, if any, minus (iii) the Net Indebtedness, minus (iv) the Working Capital Underage, if any, minus (v) the Escrow Amount.
(b) The definition of Funded Indebtedness in Section 1.1 of the Agreement is amended and restated in its entirety to read as follows:
Funded Indebtedness means, as at a specified date, without duplication, the sum of: (i) all indebtedness for borrowed money of a Company or any of its Subsidiaries and all obligations of a Company or any of its Subsidiaries evidenced by notes, bonds, debentures, bank loans or other similar interests; (ii) all liabilities and amounts owed by a Company or any of its Subsidiaries in respect of the acceleration, termination, cancellation or prepayment of indebtedness for borrowed money; (iii) any accrued and unpaid interest on the foregoing items or other debt or financing-related liabilities; and (iv) all unpaid Transaction Expenses in excess of the cap amount set forth on the Estimated Closing Statement delivered by Seller to Buyer on April 21, 2020.