EXHIBIT 4.3 CHORDIANT SOFTWARE, INC AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement") is entered into as of September 28, 1999 by and among Chordiant Software, Inc., a...Registration Rights Agreement • December 6th, 1999 • Chordiant Software Inc • California
Underwriting Agreement BancBoston Robertson Stephens Inc. Dain Rauscher Wessels Thomas Weisel Partners LLC As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA 94104...Underwriting Agreement • January 19th, 2000 • Chordiant Software Inc • Services-prepackaged software • New York
BETWEENSoftware License Agreement • February 14th, 2000 • Chordiant Software Inc • Services-prepackaged software • Texas
RIGHTS AGREEMENTRights Agreement • July 11th, 2008 • Chordiant Software Inc • Services-prepackaged software • Delaware
entity to 20% or more of the Common Shares then outstanding. Further, except under certain circumstances, no person will become an Acquiring Person due to the acquisition of Common Shares directly from the Company.
RECITALSRegistration Rights Agreement • February 2nd, 2001 • Chordiant Software Inc • Services-prepackaged software • California
RecitalsVoting Agreement • January 18th, 2001 • Chordiant Software Inc • Services-prepackaged software • Delaware
RECITALSRegistration Rights Agreement • March 29th, 2002 • Chordiant Software Inc • Services-prepackaged software • California
INDEMNITY AGREEMENTIndemnity Agreement • January 29th, 2009 • Chordiant Software Inc • Services-prepackaged software • Delaware
This Indemnity Agreement (this “Agreement”) dated as of _____________________, 20__, is made by and between Chordiant Software, Inc., a Delaware corporation (the “Company”), and ___________________________ (“Indemnitee”).
EXHIBIT 10.6 FORTE SOFTWARE, INC. VALUE-ADDED RESELLER (VAR) LICENSE AND SERVICES AGREEMENT VAR CHORDIANT SOFTWARE, INC ____________________________________________________________________________ Address 20400 Stevens Creek Blvd., Ste. 400...Technology Escrow Agreement • February 14th, 2000 • Chordiant Software Inc • Services-prepackaged software • California
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 30th, 2007 • Chordiant Software Inc • Services-prepackaged software • California
This Change Of Control Agreement (“Agreement”) is made by and between Chordiant Software, Inc. (the “Company”) and James St. Jean (“Executive”). This Agreement will become effective upon its execution by both parties hereto (the “Effective Date”).
EXHIBIT 10.12 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by ______________________________ ("Pledgor"), in favor of CHORDIANT SOFTWARE, INC., a Delaware corporation with its principal place of business at 20400...Stock Pledge Agreement • January 19th, 2000 • Chordiant Software Inc • Services-prepackaged software • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software • Delaware
This Agreement is made and entered into between Chordiant Software, Inc., a Delaware corporation (the "Corporation"), and ______________________ ("Agent"). This Agreement terminates any and all previous indemnification agreements entered into by and between the Corporation and Agent.
ContractChange of Control Agreement • November 25th, 2008 • Chordiant Software Inc • Services-prepackaged software • California
RecitalsAffiliate Agreement • January 18th, 2001 • Chordiant Software Inc • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2004 • Chordiant Software Inc • Services-prepackaged software • New York
This Registration Rights Agreement is made and entered into as of January 22, 2004 (this "Agreement"), by and between Chordiant Software, Inc., a Delaware corporation (the "Company"), and Acqua Wellington Opportunity I Limited, a company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser").
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • October 26th, 2005 • Chordiant Software Inc • Services-prepackaged software • California
THIS CHANGE OF CONTROL AGREEMENT ("Agreement") is made by and between CHORDIANT SOFTWARE, INC. (the "Company") and DEREK WITTE ("Executive"). This Agreement will become effective upon its execution by both parties hereto (the "Effective Date").
AMENDMENT TO CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 29th, 2005 • Chordiant Software Inc • Services-prepackaged software
This AMENDMENT TO THE CHANGE OF CONTROL AGREEMENT is made by and between CHORDIANT SOFTWARE, INC. (the “Company”) and TYLER WALL (“Executive”) (collectively, the “Parties”) effective as of the last date it is signed by either party. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Change of Control Agreement.
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT This Agreement is made and entered into this _____ day of ________________, ____ by and between Chordiant Software, Inc., a Delaware corporation (the "Corporation"), and ______________________ ("Agent"). This...Indemnification Agreement • December 6th, 1999 • Chordiant Software Inc • Delaware
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • November 15th, 2007 • Chordiant Software Inc • Services-prepackaged software • New York
ThisSoftware License And Services Agreement (this “Agreement”) is made as of September 28, 2006 (the “Effective Date”) by and between Connecticut General Life Insurance Company, a Connecticut corporation having a place of business at 900 Cottage Grove Road, Bloomfield, Connecticut 06152 (“Customer”), and Chordiant Software, Inc., a Delaware corporation having its principal place of business at 20400 Stevens Creek Blvd., Suite 400, Cupertino, CA 95014 (“Chordiant”). The terms of this Agreement shall apply to each Software license granted by Chordiant under this Agreement, which shall be identified on the Order Form.
FORM OF CHORDIANT SOFTWARE, INC. CEO AND CFO RESTRICTED STOCK AGREEMENTAnd Cfo Restricted Stock Agreement • March 28th, 2003 • Chordiant Software Inc • Services-prepackaged software
This CEO AND CFO RESTRICTED STOCK AGREEMENT is entered into as of October 10, 2002 (the “Exchange Date”), by and between Chordiant Software, Inc., a Delaware corporation (the “Company”) and Steve Vogel (“Grantee”), the Chief Financial Officer of the Company.
Chordiant Software, Inc. Stock Option Grant Notice And Agreement For Non-U.S. EmployeesStock Option Agreement • January 29th, 2009 • Chordiant Software Inc • Services-prepackaged software • Delaware
Chordiant Software, Inc. (the “Company”), pursuant to its 2005 Equity Incentive Plan (the “Plan”), hereby grants to the Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement (including any appendix to the Stock Option Agreement for the Optionholder’s country (the “Appendix”)), and the Plan (including any sub-plan for the Optionholder’s country (the “Sub-Plan”)), both of which are attached hereto and incorporated herein in their entirety.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 15th, 2010 • Chordiant Software Inc • Services-prepackaged software • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2010 by and among PEGASYSTEMS INC., a Massachusetts corporation (“Parent”), MAPLE LEAF ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) and the undersigned stockholder (“Stockholder”) of CHORDIANT SOFTWARE, INC., a Delaware corporation (the “Company”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 30th, 2009 • Chordiant Software Inc • Services-prepackaged software • California
This Change Of Control Agreement (the “Agreement”) is entered into this 8th day of April, 2009 (the “Effective Date”), between Chordiant Software, Inc. (the “Company”) and Marchai Bruchey (“Executive”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (ACCOUNTS AND INVENTORY) OBLIGOR# 1480177482 NOTE # 75 AGREEMENT DATE March 8, 2006 CREDIT LIMIT $5,000,000 INTEREST RATE Base Rate OFFICER NO./INITIALSLoan and Security Agreement • May 4th, 2006 • Chordiant Software Inc • Services-prepackaged software • California
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into on March 8, 2006, between COMERICA BANK, a Michigan banking corporation, successor by merger to Comerica Bank-California (“Bank”) as secured party, whose Western Division headquarters office is 333 West Santa Clara Street, San Jose, California and the undersigned (“Borrower”), whose sole place of business (if it has only one), chief executive office (if it has more than one place of business) or residence (if an individual) is located at the address set forth below its name on the signature page to this Agreement.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 30th, 2007 • Chordiant Software Inc • Services-prepackaged software • California
This Change Of Control Agreement (“Agreement”) is made by and between Chordiant Software, Inc. (the “Company”) and P.K. Karnik (“Executive”). This Agreement will become effective upon its execution by both parties hereto (the “Effective Date”).
October 9, 2009 Charles Altomare Re: Separation Agreement Dear Chuck:Chordiant Software Inc • November 19th, 2009 • Services-prepackaged software • California
This letter sets forth the substance of the separation agreement (the “Agreement”) that Chordiant Software, Inc. (the “Company”) is offering to you to aid in your employment transition.
MASTER SERVICES AGREEMENTMaster Services Agreement • August 9th, 2005 • Chordiant Software Inc • Services-prepackaged software • California
[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Amendment Number Three (3) to The Master Agreement for Subcontracted Services IBM as Prime Contractor #4902A20003Chordiant Software Inc • May 7th, 2009 • Services-prepackaged software
International Business Machines Corporation (IBM) and Chordiant Software, Inc. (Chordiant) hereby agree to amend the Mater agreement for Subcontracted Services IBM as Prime Contractor #4902A20003 between the parties dated June 14, 2002 (called the Subcontractor Agreement) as described below in this Amendment (“this Amendment” or “Amendment Three”). This Amendment shall be effective on the date of last signature below.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Second Amendment to Amended and Restated Loan and Security Agreement (this "Amendment") is entered into as of March 28, 2003, by and between COMERICA BANK-CALIFORNIA ("Bank")...Loan and Security Agreement • August 14th, 2003 • Chordiant Software Inc • Services-prepackaged software
RECITALS Borrower and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of August 16, 2000, as amended (the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2002 • Chordiant Software Inc • Services-prepackaged software • New York
This Stock Purchase Agreement (this "Agreement"), is made and entered into as of April 1, 2002, by and among CHORDIANT SOFTWARE, INC., a Delaware corporation (the "Company"), and CANADIAN IMPERIAL HOLDINGS INC., a Delaware corporation (the "Purchaser").
March 1, 2006 Stephen Kelly Chordiant Software, Inc. 20400 Stevens Creek Blvd., Suite 400 Cupertino, CA 95014 Dear Stephen:Chordiant Software Inc • May 4th, 2006 • Services-prepackaged software • California
This letter sets forth the terms of the separation agreement (the “Agreement”) that Chordiant Software, Inc. (the “Company”) is offering to you to aid in your employment transition.
Exhibit 10.9 December 9, 1998 Dear Sam Spadafora: This letter sets forth the agreement (the "Agreement") that we have reached concerning my separation from Chordiant Software, Inc. ("Chordiant" or the "Company"). If these terms are acceptable, please...Chordiant Software Inc • December 6th, 1999 • California
MASTER SERVICES AGREEMENTMaster Services Agreement • November 15th, 2007 • Chordiant Software Inc • Services-prepackaged software • California
This Master Services Agreement (the “Agreement”), dated as of December 15, 2003, is between Chordiant Software, Inc., a Delaware corporation (“Chordiant”), on the one hand, and Ness Global Services, Inc. a Pennsylvania corporation (“Ness Global”), Ness Technologies India Ltd. (“Ness India”), an India company, and Ness Technologies, Inc., a Delaware corporation, (collectively, “Supplier”) on the other.
THIRD AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASEOffice Lease • July 31st, 2008 • Chordiant Software Inc • Services-prepackaged software
THIS THIRD AMENDMENT TO CUPERTINO CITY CENTER NET OFFICE LEASE (this “Third Amendment”) is made and entered into as of this _11th__ day of _July_, 2008 (the “Effective Date”) by and between CUPERTINO CITY CENTER BUILDINGS, a California limited partnership (“Lessor”), and CHORDIANT SOFTWARE, INC., a Delaware corporation (“Lessee”).
AMENDMENT NUMBER ONE TO MASTER AGREEMENT FOR SUBCONTRACTED SERVICES IBM AS PRIME CONTRACTOR # 4902A20003Master Agreement • February 9th, 2007 • Chordiant Software Inc • Services-prepackaged software
International Business Machines Corporation (“IBM”) and Chordiant Software, Inc. (“Chordiant”) hereby agree to amend the Master Agreement for Subcontracted Services IBM as Prime Contractor # 4902A20003 between the Parties dated June 14, 2002 (called the “Subcontractor Agreement”), as described below in this amendment agreement (“this Amendment” or “Amendment One”). This Amendment shall be effective June 13, 2005.
