| 1.  | Exemption from      Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|     | We,      Clicksoftware Technologies Ltd. (the "Company"), hereby exempt      you from all liabilities to the Company and from any damage which has been      caused or that may be caused by you to the Company as a result of a breach      of your duty of care towards the Company, while acting in good faith,      subject to any limitations of applicable law, including those set forth      Sections 258 – 263 of the Companies Law, 1999 (the “Companies Law”), which      inter alia,      prohibit exemption from a breach of your duty of care in the case of a      dividend distribution.  |
|     | This      exemption will not apply to counter claims filed against you by the      Company in a lawsuit instigated by you, nor will it apply to liabilities      arising from the acts or omissions enumerated in section 10      below.                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.  | Indemnification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | 2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | We      hereby undertake to indemnify you for any liability or expense, as      detailed below, imposed upon you for acts or omissions that you have made      or may make in the future, by virtue of your service as a director or      officer of the Company, or as a director or officer on behalf of the      Company in a company controlled by the Company or in which the Company has      an interest (such companies being referred to herein as the “Subsidiaries”), as      follows:  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2.1.1.  | financial      liability that you incur or is imposed on you in favor of another person      in accordance with a judgment, including a judgment given in a settlement      or a judgment of an arbitrator approved by the Court, provided that such      liability pertains to one or more of the events set out in the Schedule      hereto (the “Schedule”);  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 2.1.2.  | reasonable      litigation expenses, including legal fees that you incur or for which you      are ordered to pay by a court within the framework of proceedings filed      against you by or on behalf of the Company or by a third party, or in a      criminal proceeding in which you are acquitted, or in |

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|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | a      criminal proceeding in which you are convicted of a felony but which does      not require a finding of criminal intent; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|   |       | 2.1.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | reasonable      litigation expenses, including legal fees that you incur due to an      investigation or proceeding conducted against you by an authority      authorized to conduct such investigation or proceeding and which ends      without the filing of an indictment against you and without your being      subject to a financial obligation as a substitute for a criminal      proceeding, or that ends without the filing of an indictment against you      but with the imposition of financial obligation as a substitute for a      criminal proceeding relating to an offense which does not require criminal      intent, within the meaning of the relevant terms, and in accordance with,      Section 260 to the Companies Law.  |
|   | 2.2.  | The      maximum indemnification amount that the Company may pay to all of its      directors and officers in the aggregate pursuant to all the letters of      indemnification issued and that may be issued by the Company shall be US$      20 million (the “Maximum      Indemnification Amount”).                                                                                                                                                                                                                                                                                                                                                                               |
|   | 2.3.  | If,      and to the extent that, the total of all indemnification amounts which the      Company is called upon to pay to directors and officers exceeds the      Maximum Indemnification Amount, the Maximum Indemnification Amount shall      be divided among the directors and officers entitled to indemnification in      a manner whereby the amount of indemnification paid to each of the      directors and officers will be calculated according to the ratio between      the amount of the indemnifiable liability of such directors and officers      and the aggregate amount of indemnifiable liability of all directors and      officers, in respect of such event or events.  |
|   | 2.4.  | The      provisions of Section 2.2 above to the contrary notwithstanding, no      payment hereunder shall be made to you in connection with an indemnifiable      event for which payment is actually paid to you or on your behalf under a      valid and collectible insurance policy or under a valid and enforceable      indemnity clause or agreement, to the extent of the amount of such      payment.                                                                                                                                                                                                                                                                                   |
|   | 2.5.  | As      part of the aforementioned undertaking, the Company will make available to      you any security or guarantee that you may be required to post in      accordance with an interim decision given by a court or an arbitrator,      including for the purpose of substituting liens imposed on your      assets.                                                                                                                                                                                                                                                                                                                                                                          |
|   | 2.6.  | The      Company will be entitled to any amount collected from a third party,      including any payments made under an insurance policy, in connection with      liabilities indemnified hereunder.  You shall execute all papers      required and shall do everything that may be necessary to secure the      Company’s rights of subrogation, including the execution of such documents      necessary to enable the Company effectively to bring suit to enforce such      rights.                                                                                                                                                                                         |

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|     | 2.7.                                                                                               | Upon      the occurrence of an event that by its virtue you are likely to be      entitled to indemnification in accordance with this Section 2, the Company      shall place at your disposal, from time to time, the funds required to      cover the expenditures and payments that are connected to handling the      legal proceeding, in a manner that you shall not be required to pay for,      or personally finance the legal expenses, subject to the conditions and      instructions in this Indemnification Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|     | 2.8.                                                                                               | In      order to avoid any doubt, upon the occurrence of an event that may entitle      you to indemnification, you shall be entitled to appoint an advocate of      your choice, with the exception of an advocate whom the Company deems      unacceptable for reasonable cause, provided that you shall immediately      inform the Company of the identity of the advocate, when it becomes      necessary to appoint such advocate. In the event you do not inform the      Company regarding your choice of advocate in compliance with the above      mentioned, the Company shall have discretion to appoint an advocate on      your behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.  | Limitations on      Obligation to Indemnify                                                        |
|     | The      obligation to indemnify in accordance with this Letter is subject to the      following:  |
|     | 3.1.                                                                                               | You      shall inform the Company of every legal proceeding that shall be brought      against you in connection with any event that may entitle you to      indemnification, and of every warning made to you in writing, pertaining      to legal proceedings that may be commenced against you, and this shall be      done in a timely manner, immediately after you shall first be aware of      such, and you shall provide the Company or to whom the Company shall      instruct you to, all documents in connection with such      proceedings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     | 3.2.                                                                                               | Notwithstanding      Section 2.8 above, the Company is entitled to take upon itself the care of      your defense in the legal proceeding and/or to give the above care to any      prominent advocate that the Company shall select for this purpose (except      an advocate that shall not be reasonably acceptable to you) subject to the      fulfillment of all of the following conditions:  (a) The Company      shall inform the holder of this Indemnification Letter, within 45 days      from the time of receiving the notice as said in Section 3.1 above (or      within a shorter period of time – if the matter requires filing a      statement of defense or a response to a proceeding), that it shall      indemnify the holder of the Indemnification Letter according to this      Letter; and  (b) The legal proceeding against the holder of the      Indemnification Letter shall solely entail a claim for monetary      damages.  The Company and/or the aforementioned advocate shall      be entitled to act with their exclusive discretion and to bring the      proceeding to a close.  The appointed advocate shall act and      shall owe its duty of loyalty to the Company and to you.  In the      event that a conflict of interest shall arise between you and the Company,      you shall inform the Company of such conflict, you shall be entitled to      appoint an advocate on your behalf, and the provisions of this      Indemnification Letter shall apply to expenses you may incur as a result      of such appointment.  In the event that the Company decides to      settle a monetary obligation or to decide a monetary obligation by      arbitration, or |

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|   |       | by      mediation or by settlement, the Company shall be entitled to do so long as      the lawsuit or the threat of a lawsuit against you shall be fully      withdrawn. Following the request of the Company, you shall sign any      document that shall empower the Company and/or an advocate as mentioned      above, to act on your name with regard to your defense in the      above-mentioned proceedings and to represent you in all matters pertaining      to these proceedings, as set forth above.                                                                                                                                                                                                |
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|   | 3.3.  | You      shall cooperate with the Company and/or with any advocates as set forth      above in every reasonable manner that shall be required from you by any of      them in connection with the handling of such legal proceedings, all in      accordance with Section 3.2 above. You shall not bear any additional legal      expenses due to such cooperation.                                                                                                                                                                                                                                                                                                                                         |
|   | 3.4.  | Subject      to the provisions of this Indemnification Letter, whether or not the      Company shall act in accordance with section 3.2 above, the Company shall      cover litigation expenses in a manner that you shall not be required to      pay or finance such litigation expenses yourself.                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 3.5.  | Your      indemnification in connection with the legal proceeding of any actions      against you, as set forth in this Letter, will not be enforceable in      connection with amounts that you shall be required to pay as a result of a      settlement or arbitration, unless the Company agrees, in advance and in      writing, to the settlement, or to the arbitration award.                                                                                                                                                                                                                                                                                                                       |
|   | 3.6.  | The      Company shall not be required to pay, pursuant to this Letter, monies that      were actually paid in connection with an indemnifiable event to you, or on      your behalf, from proceeds of an insurance policy or from proceeds of an      obligation to any indemnification that was made by any other person other      than the Company, to the extent of the amount of such payment or      proceeds.                                                                                                                                                                                                                                                                                       |
|   | 3.7.  | In      addition, in the event of the indemnification hereunder is being paid in      respect of your serving as an director or officer in any Subsidiary, such      indemnification will only be paid after all your rights to insurance and      indemnification from such Subsidiary will have been exhausted, if and to      the extent they exist.  In order to avoid any doubt, it shall be      clarified that the indemnification amount pursuant to this Letter shall be      independent of (and in addition to) the amount that shall be paid (if      paid) pursuant to an insurance policy procured by any Subsidiary and/or      any other indemnification made by any Subsidiary.  |
|   | 3.8.  | Upon      your request to an execution of a payment in connection with any event      pursuant to this Letter, the Company shall take all necessary steps      according to any applicable law to pay such payment and will do all that      is required to obtain any approval that is required. If any approval is      required for the above payment and that payment shall not be approved for      any reason, such payment, or any part of it, that will not be approved, as      said above, shall be subject to the approval of a court and the Company      shall take all necessary steps to obtain the court’sapproval.                                                                   |

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| 4.   | The      obligations of the Company according to this Letter shall remain valid      even if you have ceased to serve as a director or officer of the Company,      provided that acts or omissions for which you are given a commitment of      indemnification were performed or shall be performed during your service      as a director or officer of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 5.   | In      the event the Company pays to you, or in your place, any amount pertaining      to this Letter in connection with a legal proceeding as stated above, and      afterwards it shall be determined that you are not entitled to any      indemnification from the Company for any reason whatsoever, the sums paid      by the Company shall be considered a loan that was granted to you by the      Company, and shall be linked to the Consumer Price Index and accrue      interest in accordance with the Income Tax Regulations (Determination of      the interest rate), 1985, as amended from time to time. You will be      required to repay these sums to the Company when requested to do so in      writing by the Company and in accordance with a payment schedule that the      Company shall determine.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.   | The      terms contained in this Letter will be construed in accordance with the      Companies Law, and in the absence of any definition in the Companies Law,      pursuant to the Securities Law, 5728-1968.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 7.   | The      obligations of the Company according to this Indemnification Letter shall      be interpreted broadly and in a manner that shall facilitate its      execution, to the extent permitted by law, and for the purposes for which      it was intended.  In the event of a conflict between any      provision of this Letter and any provision of the law, said provision of      the law shall supersede the specific provision in this Letter, but shall      not limit or diminish the validity of the remaining provisions of this      Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 8.   | The      indemnification under this Letter will enter into effect upon your signing      a copy of the same in the appropriate place, and the delivery of such      signed copy to the Company.  This Letter shall supersede and      replace any and all prior indemnification undertakings made to you by the      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9.   | The      Company may, at its sole discretion and at any time, revoke its      undertaking to indemnify you hereunder, or reduce the Maximum      Indemnification Amount, or limit the events to which it applies, either in      regard to all the directors and officers or to some of them, but only to      the extent it relates to events that will apply after the date of such      change, provided that prior notice has been given to the director or      officer of the Company’s intention to do so, in writing at least 60 days      before the date on which such decision will enter into effect. For the      avoidance of any doubt, it is hereby clarified that any such decision will      not have retroactive effect of any kind whatsoever and the Indemnification      Letter, prior to such change or revocation, as the case may be, will      continue to apply and be in full force and effect for all purposes in      relation to any event that has preceded such change or revocation, even if      the proceeding in respect thereof has been filed against the director or      officer after the change or revocation of the Indemnification Letter. In      all other cases, this Indemnification Letter may not be changed, unless      the Company and yourself have signed it  |
| 10.  | You      will not be indemnified for any of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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|      | 10.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | a      breach of your duty of loyalty, except for a breach of your duty of      loyalty while acting in good faith and having reasonable grounds to assume      that such act or omission would be in the best interests of the      Company;  |
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|      | 10.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | A willful breach of the      duty of care or reckless disregard for the circumstances or to the      consequences of a breach of the duty of care towards the Company, unless      committed through negligence only;                          |
|      | 10.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | An      act or omissions done with intent to make unlawful personal profit;      or                                                                                                                                                            |
|      | 10.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | A      fine or forfeit imposed upon you.                                                                                                                                                                                                       |
| 11.  | The      Company shall at all times maintain liability insurance applicable to      directors and officers, with a reputable insurer in an amount and      on terms which are customary for a company comparable to the Company, but      in an amount of not less than US$ 10,000,000 (ten million US Dollars), and      you shall be covered by such      policy during the term of and following your service as an officer      or director of the Company.      In addition, in the event of the acquisition of the Company by a      third party or in the event of the cessation of the activities of the      Company, the Company shall procure and maintain a “run-off” policy, which      will extend directors and officers insurance coverage to you for a      reasonable period after the date of such acquisition or the cessation of      the activities of the Company.  |
| 12.  | This      Letter does not constitute a contract for the benefit of any third party      and is not assignable. For the avoidance of any doubt, in the event of      death, this Letter will apply to you and your estate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 13.  | No      waiver, delay, forbearance to act or extension granted by the Company or      by you will be construed in any circumstances as a waiver of the rights      hereunder or by law, and will not prevent any such party from taking all      legal and other steps as will be required in order to enforce such      rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.  | The      foregoing does not derogate from the Company’s right to indemnify you      retroactively in accordance with the articles of association of the      Company and subject to any applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15.  | The      law of the State of Israel shall govern this Letter and all issues related      thereto, without giving effect to any conflicts of law      principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| 1.   | Any      issuance of securities, including without limitation, a public offering      pursuant to a prospectus, a private offering, the issuance of bonus shares      or any offer of securities in any other manner;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 2.   | Conducting      tender offers and anything related thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.   | A      "Transaction" within the meaning of Section 1 of the Companies Law1, including without limitation      negotiations for entering into a transaction, the transfer, sale or      purchase or charge of assets or liabilities, including securities, or the      grant or receipt of a right to any of the foregoing, receiving credit and      the grant of collateral and any act directly or indirectly involved in      such "Transaction";                                                                                                                                                                                                                                              |
| 4.   | Report      or notice filed in accordance with any applicable law, including the      Companies Law and/or the Israeli Securities Law of 1968, and/or the      Securities Exchange Act of 1933 and/or the Securities Exchange Act of 1934      including regulations promulgated under any of these laws, or in      accordance with rules or instructions prevailing on an Israeli stock      exchange or on a Nasdaq stock market on which the Company's securities are      traded from time to time and/or the Tel Aviv Stock Exchange and/or a stock      exchange outside of Israel, or any law of another country regulating      similar matters and/or the omission to act accordingly;  |
| 5.   | Any      resolution with respect to distribution, as defined in the Companies      Law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 6.   | Amendment      to the Company’s structure or its reorganization or any resolution with      respect to such matters, including without limitation, a merger, split,      change in the Company’s capital structure, incorporation of subsidiaries,      dissolution or sale thereof, issuance or distribution;                                                                                                                                                                                                                                                                                                                                                                        |
| 7.   | Taking      part in tenders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 8.   | The      making of any statement, including a bona fide statement or opinion made      by an officer or director of the Company in such capacity, including      during meetings of the Board of Directors or any committee      thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.   | An      act in contradiction to the articles or memorandum of association of the      Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.  | Any      action or decision in relation to employer-employee or consultant      relations, including the negotiation for, signing and performance of      employment or consultancy agreements, other employees’ benefits (including      allocation of securities to employees) and harassment suits;                                                                                                                                                                                                                                                                                                                                                                                      |

| 1 | Article 1 of the      Companies Law defines “Transaction” as a contract or engagement or a      unilateral decision of the company regarding a grant of a right or another      benefit.” |
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| 11.  | Any      action or decision in relation to work safety and/or working      conditions;                                                                                                                                                                  |
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| 12.  | Negotiation      for, signing and performance of an insurance policy;                                                                                                                                                                                   |
| 13.  | Formulating      working programs, including pricing, marketing, distribution, directives      to employees, customers and suppliers and collaborations with      competitors;                                                                          |
| 14.  | Decisions      and/or acts pertaining to the environment, including dangerous      substances;                                                                                                                                                          |
| 15.  | Decisions      and/or acts pertaining to the Consumer Protection Law, 5741-1981, and/or      orders and/or Regulations thereunder;                                                                                                                      |
| 16.  | Negotiating,      making and performing of contracts of any kind and type with suppliers,      customers, distributors, agents, franchisees and the like of the products      that are marketed and/or sold by, or by those serving, the      Company;  |
| 17.  | Negotiating,      the making and performing agreements with manpower contractors, service      contractors, building contractors, renovations contractors,      etc;                                                                                    |
| 18.       | Reporting      and/or filing of applications to the state authorities and other      authorities;                                                                                                                                                            |
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| 19.       | The      borrowing or other receipt of funds or other financing transaction or      arrangement of the Company, or any such proposedaction;                                                                                                                  |
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| 20.       | A      merger, sale, acquisition or other business combination or similar      transaction of the Company or affiliates;                                                                                                                                     |
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| 21.       | Any      action with respect to the intellectual property of the Company or of any      other person, and its protection;                                                                                                                                    |
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| 22.       | Any      action related to an obligation of the Company to obtain regulatory or      other governmental licenses, permits or authorizations in any      jurisdiction;                                                                                        |
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| 23.       | Approval      of corporate actions, including the approval of the acts of the Company’s      management, their guidance and their supervision; and                                                                                                     |
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| 24.  | Any      of the foregoing events relating to the capacity of such officer or      director as an officer or director of a corporation controlled (directly      or indirectly) by the Company or otherwise affiliated      therewith.                   |

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