0001193125-10-057214 Sample Contracts

TENDER AND VOTING AGREEMENT

Tender and Voting Agreement • March 15th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Tender and Voting Agreement
• Filed
  March 15th, 2010
• Company
  Pegasystems Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  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”).

AGREEMENT AND PLAN OF MERGER by and among: PEGASYSTEMS INC., a Massachusetts corporation, MAPLE LEAF ACQUISITION CORP., a Delaware corporation and CHORDIANT SOFTWARE, INC., a Delaware corporation Dated as of March 14, 2010

Merger Agreement • March 15th, 2010 • Pegasystems Inc • Services-computer processing & data preparation • Delaware

• Contract Type
  Merger Agreement
• Filed
  March 15th, 2010
• Company
  Pegasystems Inc
• Industry
  Services-computer processing & data preparation
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (“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 CHORDIANT SOFTWARE, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A and Annex I.