0001193125-05-074890 Sample Contracts

EXHIBIT D
Kenexa Corp • April 12th, 2005 • Services-management consulting services • Pennsylvania

This warrant and any shares represented by this warrant have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act and applicable state securities laws or pursuant to an exemption from such registration.

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Contract
Kenexa Corp • April 12th, 2005 • Services-management consulting services • Pennsylvania

This warrant and any shares represented by this warrant have not been registered under the securities act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act or pursuant to an exemption from such registration.

Sample 1Sample 2Sample 3See All (4)
REVOLVING CREDIT AND SECURITY AGREEMENT
Security Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York

Revolving Credit and Security Agreement dated as of July 15, 2003 among KENEXA TECHNOLOGY, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”).

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SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENT by and among KENEXA CORPORATION., PARTHENON INVESTORS, L.P. and PCIP INVESTORS
Common Stock Purchase Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

This Series A Redeemable Participating Preferred Stock and Class C Common Stock Purchase Agreement (the “Agreement”) dated as of February 8, 2001 by and among Kenexa Corporation., a Pennsylvania corporation (“Kenexa” and together with its Subsidiaries, the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”), and PCIP Investors, a Delaware general partnership (“PCIP;” Parthenon and PCIP are each individually hereinafter referred to as an “Investor” and together referred to as the “Investors”), provides for the issuance and sale of certain shares of Series A Redeemable Participating Preferred Stock and Class C Common Stock of the Company. To the extent the Investors assign certain of their rights under this Agreement to any co-investment funds or Affiliates, such entities, together with the Investors, will also be referred to as the “Investors.”

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Shares KENEXA CORPORATION Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this day of , 200 , by and between Kenexa Corporation, a Pennsylvania corporation (the “Company”), and (“Indemnitee”).

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INVESTOR AGREEMENT
Investor Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

THIS INVESTOR AGREEMENT (the “Agreement”) is made as of this 8th day of April, 2005 (the “Agreement Date”) by and among Kenexa Corporation, a Pennsylvania corporation (the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (“Parthenon”), PCIP Investors, a Delaware general partnership (“PCIP”), Wafra Acquisition Fund 14, L.P., a Delaware limited partnership (“Wafra”), Westbury Equity Partners SBIC, L.P., a Delaware limited partnership (“Westbury”), JMH Partners Corp., a Delaware corporation (“JMH”), Shad Run Investments, L.P., a Delaware limited partnership (“Shad Run”), TSG Co-Investors, LLC, a Delaware limited liability company (“TSG”), The Shattan Group, LLC, a Delaware limited liability company (“Shattan LLC”), Thomas S. Shattan (“Shattan”), Gregory E. Mendel (“Mendel”) and G. Kevin Fechtmeyer (“Fechtmeyer” and, together with Parthenon, PCIP, Wafra, Westbury, JMH, Shad Run, TSG, Shattan LLC, Shattan and Mendel, the “Investors”).

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Kenexa Corporation NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

Pursuant to the Kenexa Corporation 2005 Equity Incentive Plan (the “Plan”), Kenexa Corporation (the “Company”) hereby grants to (the “Optionee”) an option to purchase shares of the Company’s common stock (the “Option”). The Option is subject to the terms set forth in this Award Agreement dated as of , 2005 (this “Agreement”), between the Company and the Optionee, and in all respects is subject to the terms and provisions of the Plan applicable to Non-Qualified Stock Options, which terms and provisions are incorporated herein by this reference. Except as otherwise specified herein or unless the context herein requires otherwise, the terms defined in the Plan will have the same meanings when used herein.

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CLASS B COMMON STOCK AND WARRANT PURCHASE AGREEMENT by and among RAYMOND KARSAN HOLDINGS, INC. and PARTHENON INVESTORS, L.P. PCIP INVESTORS JMH PARTNERS CORP. SHAD RUN INVESTMENTS, L.P. TSG CO-INVESTORS, LLC THE SHATTAN GROUP, LLC THOMAS S. SHATTAN...
Stock and Warrant Purchase Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

This Class B Common Stock and Warrant Purchase Agreement (the “Agreement”) dated as of December 16, 1999 by and among Raymond Karsan Holdings, Inc., a Pennsylvania corporation (“RK Holdings” and together with its subsidiaries, the “Company”), Parthenon Investors, L.P., a Delaware limited partnership (the “Parthenon Investors”), PCIP Investors, a Delaware general partnership (“PCIP”), JMH Partners Corp., a Delaware corporation (together with Parthenon Investors and PCIP, “Parthenon”), Shad Run Investments, L.P., a Delaware limited partnership (“Shad Run”), TSG Co-Investors, LLC, a Delaware limited liability company (“TSG”), The Shattan Group, LLC, a Delaware limited liability company, Thomas S. Shattan, Gregory E. Mendel, and G. Kevin Fechtmeyer (together with The Shattan Group, LLC, Thomas S. Shattan and Gregory E. Mendel, “Shattan”) (Shattan, Parthenon, Shad Run and TSG are referred to herein collectively as the “Investors”) provides for the issuance and sale of certain shares of Clas

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FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE KENEXA CORPORATION STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

Kenexa Corporation (the “Company”), hereby grants to [ ] (the “Optionee”) the option to purchase [ ] shares of the Company’s Class A common stock (the “Option”). The Option is subject to the terms set forth herein, and in all respects is subject to the terms and provisions of the Kenexa Corporation Stock Option Plan (the “Plan”) applicable to non-qualified stock options, which terms and provisions are incorporated herein by this reference. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Plan.

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GUARANTY BY CORPORATION
Guaranty by Corporation • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York

This Guaranty, dated as of July 15, 2003, is made by KENEXA CORPORATION, a Pennsylvania corporation, having an address at 650 East Swedesford Road, Wayne, Pennsylvania 19087 (the “Guarantor”), in favor of PNC BANK, NATIONAL ASSOCIATION, a national banking association (the “Agent”) acting for and on behalf of, and in its capacity as agent for, the financial institutions that are parties from time to time as lenders (collectively the “Lenders”) to the Credit Agreement (as defined below), for the benefit of the Agent and the Lenders.

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AGREEMENT OF LEASE BETWEEN LIBERTY PROPERTY LIMITED PARTNERSHIP (“LANDLORD”) AND RAYMOND KARSAN ASSOCIATES (“TENANT”) FOR WAYNE, PENNSYLVANIA 19087
Agreement of Lease • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“LANDLORD”) with its address at 65 Valley Stream Parkway, Malvern, PA 19355 and RAYMOND KARSAN ASSOCIATES, a Corporation organized under the laws of Pennsylvania (“TENANT”) with its address at 989 Old Eagle School Road, Suite 814, Wayne, PA 19087, and is dated as of the date on which this lease has been fully executed by Landlord and Tenant.

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AGREEMENT AMONG CERTAIN MANAGEMENT SHAREHOLDERS
Agreement Among Certain Management Shareholders • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

THIS AGREEMENT (the “Agreement”) is made as of this 8th day of April, 2005 (the “Agreement Date”) by and among Kenexa Corporation, a Pennsylvania corporation (the “Company”), Nooruddin Karsan (“Karsan”), Eliot Chack (“Chack”), Troy Kanter (“Kanter”), P. Grant Parker (“Parker”), Donald F. Volk (“Volk”) and Bill Erickson (“Erickson” together with Karsan, Chack, Kanter, Parker and Volk, the “Management Shareholders”).

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AMENDMENT NO. 2 TO THE SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENTS
Kenexa Corp • April 12th, 2005 • Services-management consulting services • Pennsylvania

THIS AMENDMENT NO. 2 TO THE SERIES A REDEEMABLE PARTICIPATING PREFERRED STOCK AND CLASS C COMMON STOCK PURCHASE AGREEMENTS (this “Amendment”) is made and entered into as of the 26th day of September, 2002, by and between Kenexa Corporation, a Pennsylvania corporation (the “Company”), Wafra Acquisition Fund 14, L.P., a Delaware limited partnership (“Wafra”), Parthenon Investors, L.P. a Delaware limited partnership (“Parthenon”), PCIP Investors, a Delaware general partnership (“PCIP”) and Westbury Equity Partners SBIC, L.P. (“Westbury”).

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SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among KENEXA CORPORATION and PARTHENON INVESTORS, L.P., PCIP INVESTORS, JMH PARTNERS CORP., SHAD RUN INVESTMENTS, L.P., TSG CO-INVESTORS, LLC THE SHATTAN GROUP, LLC THOMAS S. SHATTAN GREGORY E. MENDEL...
Stockholders Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

• Kenexa Corporation (formerly, Raymond Karsan Holdings, Inc. and TalentPoint, Inc.), a Pennsylvania corporation (the “Company”),

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Contract
Kenexa Corp • April 12th, 2005 • Services-management consulting services • Pennsylvania

This warrant and any shares represented by this warrant have not been registered under the securities act of 1933, as amended, and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration under said act or pursuant to an exemption from such registration. The Warrant represented by this certificated and the shares issuable hereunder may be sold or otherwise transferred in compliance with, and are subject to the provisions of, the Stockholders Agreement dated as of December 16, 1999 among the issuer hereof and the other parties thereto. Complete and correct copies of such Agreement are available for inspection at the principal office of the issuer hereof and will be furnished without charge to the holder of this Warrant or such shares upon written request.

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FIRST AMENDMENT TO AGREEMENT OF LEASE
Agreement of Lease • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

This First Amendment is made this 14th day of August, 2002, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (hereinafter “Landlord”), and KENEXA TECHNOLOGY, INC., a Pennsylvania corporation (hereinafter “Tenant”).

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SECOND AMENDMENT TO AGREEMENT OF LEASE
Agreement of Lease • April 12th, 2005 • Kenexa Corp • Services-management consulting services

This Second Amendment is made this 8th day of November 2002, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP (hereinafter “Landlord”), and KENEXA TECHNOLOGY, INC. (hereinafter “Tenant”).

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Contract
Credit and Security Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York

FIRST AMENDMENT AND WAIVER, dated as of October 10, 2003 (“Amendment”), to REVOLVING CREDIT AND SECURITY AGREEMENT, dated as of July 15, 2003 (as amended from time to time, the “Credit Agreement”), among KENEXA TECHNOLOGY, INC., as Borrower (the “Borrower”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, the “Agent”). Terms which are capitalized in this Amendment and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

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KENEXA CORPORATION WAIVER BY STOCKHOLDERS AND AMENDMENT TO PURCHASE AGREEMENTS
Kenexa Corp • April 12th, 2005 • Services-management consulting services

WHEREAS, each of the undersigned, other than the Company, is a stockholder (the “Stockholder”) of Kenexa Corporation, a Pennsylvania corporation (the “Company”); and

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SECOND AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • New York

THIS SECOND AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made effective as of the 22nd day of March, 2005, by and among KENEXA TECHNOLOGY, INC. (“Borrower”), PNC BANK, NATIONAL ASSOCIATION, as Agent (“Agent”) and the financial institutions from time to time a party to the Loan Agreement (as defined below) (collectively, the “Lenders”).

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SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 12th, 2005 • Kenexa Corp • Services-management consulting services • Pennsylvania

• Kenexa Corporation (formerly, Raymond Karsan Holdings, Inc. and TalentPoint, Inc.), a Pennsylvania corporation (the “Company”),

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