ex411.htm


    Exhibit
4.11

     

    


     

    FORM
OF RIGHT CERTIFICATE

     

    Certificate
No.
R-[___]                                                                                                                                                                                     [_____]
Rights

     

    NOT
EXERCISABLE AFTER JULY 21, 2011 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

     

    RIGHT
CERTIFICATE

     

    CHORDIANT
SOFTWARE, INC.

     

    This
certifies that [___________________] or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of July 10, 2008 (the “Rights
Agreement”), between Chordiant Software, Inc., a Delaware corporation
(the “Company”),
and American Stock Transfer & Trust Company, LLC (the “Rights
Agent”), to purchase from the Company at any time after the Distribution
Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m.,
California time, on July 21, 2011 at the office of the Rights Agent designated
for such purpose, or at the office of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A Junior
Participating Preferred Stock, par value $0.001 per share (the “Preferred
Shares”), of the Company, at a purchase price of $20.00 per one
one-hundredth of a Preferred Share (the “Purchase
Price”), upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed.  The number of Rights
evidenced by this Right Certificate (and the number of one one-hundredths of a
Preferred Share which may be purchased upon exercise hereof) set forth above,
and the Purchase Price set forth above, are the number and Purchase Price as of
July 21, 2008, based on the Preferred Shares as constituted at such
date.

     

    From
and after the time any Person becomes an Acquiring Person, (as such terms are
defined in the Rights Agreement), if the Rights evidenced by this Right
Certificate are beneficially owned by (i) an Acquiring Person or an
Affiliate or Associate of any such Acquiring Person (as such terms are defined
in the Rights Agreement), (ii) a transferee of any such Acquiring Person,
Associate or Affiliate who becomes a transferee after the Acquiring Person
becomes such, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of any such Acquiring Person, Associate or Affiliate who
becomes a transferee prior to or concurrently with the Acquiring Person becoming
such, such Rights shall become null and void without any further action and no
holder hereof shall have any right with respect to such Rights from and after
the time any Person becomes an Acquiring Person.

     

    
      
         

      

      
        B-1

        
          

        

      

      
         

      

    

     

    As
provided in the Rights Agreement, the Purchase Price and the number of one
one-hundredths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.

     

    This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, as amended from time to time, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
principal executive offices of the Company and the above-mentioned offices of
the Rights Agent.

     

    This
Right Certificate, with or without other Right Certificates, upon surrender at
the office of the Rights Agent designated for such purpose, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to
purchase.  If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

     

    Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of $0.001
per Right or (ii) may be exchanged in whole or in part for shares of the
Company’s Common Stock, par value $0.001 per share, or, upon circumstances set
forth in the Rights Agreement, cash, property or other securities of the
Company, including fractions of a share of Preferred Stock.

     

    No
fractional Preferred Shares will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of
one one-hundredth of a Preferred Share, which may, at the election of the
Company, be evidenced by depositary receipts) but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.

     

    No
holder of this Right Certificate shall be entitled to vote or receive dividends
or be deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

     

    This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.

     

    
      
         

      

      
        B-2

        
          

        

      

      
         

      

    

     

    
      Witness
the facsimile signature of the proper officers of the Company and its
corporate seal.

      


      Dated
as of __________, 2008.

       

      
        	 
      	
                CHORDIANT
      SOFTWARE, INC.

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Title

              	 
      	 
      


      

      


       

      Countersigned:

       

      American
Stock Transfer & Trust Company, LLC

      as
Rights Agent

       

      


      
        	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Title

              	 
      	 
      


      

      


      


      
        	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Title

              	 
      	 
      


      

      

 

    
      
        
          


           

        

         
B-3

      

      
         


        
          

        

      

      
         


        
          Form
of Reverse Side of Right Certificate

        

      

    


    FORM
OF ASSIGNMENT

     

    (To
be executed by the registered holder if such

     

    holder
desires to transfer the Right Certificate.)

     

    For Value
Received ______________________________________ hereby sells, assigns and
transfers unto

     

    

      
        	 
      
	
                (Please
      print name and address of
transferee)

              


      

       

    

    _____________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

     

     

    
      Dated:  ____________________

       

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                Signature

              	 
      


      

    


    
      
        
          


        

         
B-4

      

      
         


        
          

        

      

      
         


      

    


    Signature
Guaranteed:

     

    Signatures
must be guaranteed by an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended.

     

    ---------------------------------------------------------------

     

    The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not being sold, assigned or transferred by or on behalf of a
Person who is or was an Acquiring Person, an Interested Stockholder or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement); and (2) after due inquiry and to the best of the knowledge of
the undersigned, the undersigned did not acquire the Rights evidenced by this
Right Certificate from any Person who is or was an Acquiring Person, an
Interested Stockholder, or an Affiliate or Associate thereof.

     

     

    

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                Signature

              	 
      


      




    
      
        
          


           

        

        B-5

      

      
         


        
          

        

      

      
         


      

    


    FORM
OF ELECTION TO PURCHASE

     

    (To
be executed if holder desires to exercise

     

    Rights
represented by the Right Certificate.)

     

    To
American Stock Transfer & Trust Company, LLC:

     

    The
undersigned hereby irrevocably elects to exercise ___________________________
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:

     

    Please
insert social security

    or
other identifying number:  ______________

    
 

    
      
        	 
      
	
                (Please
      print name and address)

              
	 
      
	 
      


      

    

    


     

    If
such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

     

    Please
insert social security

    or
other identifying number:  ______________

    
 

    
      
        	 
      
	
                (Please
      print name and address)

              
	 
      
	 
      


      

    

     

    


     

    Dated:  _________________

     

    

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                Signature

              	 
      


      

    


    
      
        
          


           

        

        B-6 


      

      
         


        
          

        

      

      
         


      

    


    Signature
Guaranteed:

     

    Signatures
must be guaranteed by an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended.

     

    ---------------------------------------------------------------

     

    The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not beneficially owned by nor are they being exercised on behalf
of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement); and (2) after
due inquiry and to the best of the knowledge of the undersigned, the undersigned
did not acquire the Rights evidenced by this Right Certificate from any Person
who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or
Associate thereof.

     

     

    

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                Signature

              	 
      


      



    ---------------------------------------------------------------

     

    NOTICE

     

    The
signature in the Form of Assignment or Form of Election to Purchase, as the case
may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

     

    In
the event the certification set forth above in the Form of Assignment or the
Form of Election to Purchase, as the case may be, is not completed, the Company
and the Rights Agent will deem the beneficial owner of the Rights evidenced by
this Right Certificate to be an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement) and such Assignment or Election to
Purchase will not be honored.

    


    


     


    
      
        
          


           

        

        B-7