KENEXA CORPORATION FORM OF AMENDED AND RESTATED CLASS E COMMON STOCK

Exhibit 4.6

EXHIBIT E

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.

The voting of the shares of stock issuable pursuant to this warrant, and the sale, encumbrance or other disposition of such stock and this warrant are subject to the provisions of a Stockholders Agreement dated as of December 16, 1999 (the “Stockholders Agreement”) to which the issuer and certain of its stockholders are party. Furthermore, such stock and this warrant may be sold or otherwise transferred only in compliance with the Stockholders Agreement. A complete and correct copy of the Stockholders Agreement may be inspected at the principal office of the issuer or obtained from the issuer without charge.

KENEXA CORPORATION

Form of Amended and Restated Class E Common Stock Purchase Warrant

THIS CERTIFIES THAT, for value received, and subject to the conditions on exercise and other provisions hereinafter set forth, [                ] or transferees permitted under the Stockholders Agreement (“Holder”) is entitled to purchase from Kenexa Corporation, a Pennsylvania corporation (the “Company”), under the conditions specified in this Warrant (the “Warrant”), [    ] shares (subject to adjustment as hereinafter provided) of the duly authorized, validly issued, fully paid and non-assessable Class A Common Stock, $0.01 par value per share (“Class A Common Stock”), of the Company at an initial exercise price of $835.00 per share (such exercise price, as from time to time adjusted in accordance with the terms hereof, the “Exercise Price”). Certain capitalized terms used in this Warrant are defined in Section 12 below.

This Warrant is one of a series of warrants (collectively, the “Warrants”) issued pursuant to clause (b) of Section 2.3 of the Purchase Agreement. A copy of the Purchase Agreement may be inspected at the principal office of the Company or obtained from the Company without charge.

1. EXERCISABILITY. This Warrant shall become exercisable on December 16, 1999 but may not be exercised later than December 16, 2006.

2. EXERCISE OR CONVERSION OF WARRANT.

2.1. Manner of Exercise or Conversion; Payment.

(a) Exercise . This Warrant may be exercised by the Holder hereof, in whole or in part, during normal business hours on any Business Day on or after the date hereof, by surrender of this Warrant to the Company at its office maintained pursuant to Section 11.2(a) hereof, accompanied by a subscription in substantially the form attached to this Warrant (or a reasonable facsimile thereof) duly executed by such Holder and accompanied by payment, in cash or by check payable to the order of the Company (or by any combination of such methods), in the amount obtained by multiplying (a) the number of shares of Class A Common Stock (without giving effect to any adjustment thereof) designated in such subscription by (b) the Exercise Price, and such Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock determined as provided in this Section 2 hereof.

(b) Conversion . This Warrant may be converted by the Holder hereof, in whole or in part, into shares of Class A Common Stock, during normal business hours on any Business Day on or after the date hereof, by surrender of this Warrant to the Company at its office maintained pursuant to Section 11.2(a) hereof, accompanied by a conversion notice in substantially the form attached to this Warrant (or a reasonable facsimile thereof) duly executed by such Holder, and such Holder shall thereupon be entitled to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock equal to the quotient of:

(i) the excess of:

(c) an amount equal to the sum of (x) the product of (aa) the number of shares of Class A Common Stock which such Holder would be entitled to receive upon exercise of this Warrant for the number of shares of Class A Common Stock designated in such conversion notice multiplied by (bb) the Current Market Price of each such share of Class A Common Stock so designated and (y) the Current Market Price of any Other Securities and the fair value of any other property (determined in good faith by the Board of Directors of the Company) such Holder would be entitled to receive upon exercise of this Warrant for the number of shares of Class A Common Stock designated in such conversion notice

over

(d) an amount equal to (x) the number of shares of Class A Common Stock (without giving effect to any adjustment thereof) designated in such conversion notice multiplied by (y) the Exercise Price

divided by

(e) such Current Market Price of a share of Class A Common Stock.

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For all purposes of this Warrant (other than this Section 2.1), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the conversion of this Warrant into Class A Common Stock in accordance with the terms of this Section 2.1

2.2. When Exercise Effective . Each exercise or conversion of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section 2.1 hereof, and at such time the Person or Persons in whose name or names any certificate or certificates for shares of Class A Common Stock shall be issuable upon such exercise as provided in Section 2.3 hereof shall be deemed to have become the Holder or Holders of record thereof.

2.3. Delivery of Stock Certificates, etc. As soon as practicable after each exercise of this Warrant, in whole or in part, and in any event within three Business Days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof or as such Holder may direct:

(a) a certificate or certificates for the number of duly authorized, validly issued, fully paid and nonassessable shares of Class A Common Stock to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Current Market Price per share on the Business Day next preceding the date of such exercise; and

(b) in case such exercise is in part only, a new Warrant or Warrants of like tenor, dated the date hereof and calling in the aggregate on the face or faces thereof for the number of shares of Class A Common Stock equal to the number of such shares (without giving effect to any adjustment thereof) called for on the face of this Warrant minus the number of such shares designated by the Holder upon such exercise as provided in Section 2.1 hereof.

2.4. Each certificate for Warrant Common Stock initially issued upon exercise of this Warrant, unless at the time of exercise such Warrant Common Stock are registered under the Securities Act, shall bear the following legend (and any additional legend required by any securities exchange upon which such Warrant Class A Common Stock may, at the time of such exercise, be listed) on the face thereof:

“These securities have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and may be offered, sold or transferred only if registered pursuant to the provisions of such laws, or if in the opinion of counsel satisfactory to the Company, an exemption from such registration is available.”

3. ADJUSTMENT OF WARRANT PRICE AND CLASS A COMMON STOCK ISSUABLE UPON EXERCISE.

3.1. General; Number of Shares; Warrant Price . The number of shares of Class A Common Stock which the Holder of this Warrant shall be entitled to receive upon each exercise hereof shall be equal to the product of:

(a) the number of shares of Class A Common Stock which would otherwise (but for the provisions of this Section 3) be issuable upon such exercise, as designated by the Holder hereof pursuant to Section 2.1 hereof, and

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(b) a fraction of which (i) the numerator is the Initial Warrant Price, and (ii) the denominator is the Warrant Price in effect on the date of such exercise.

The “Initial Warrant Price” shall be the Exercise Price. The “Warrant Price” shall initially be the Initial Warrant Price and shall be adjusted and readjusted from time to time as provided in this Section 3 and, as so adjusted or readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by this Section 3. The “Trigger Price” shall initially be $167 per share of Class A Common Stock and shall be adjusted and readjusted from time to time as provided in this Section 3 and, as so adjusted and readjusted, shall remain in effect until a further adjustment or readjustment thereof is required by Section 3.

3.2. Adjustments for Dividends, Distributions, Stock Splits, etc.

(a) Dividends and Distributions . In case at any time or from time to time, the Holders of Class A Common Stock shall have received, or (on or after the record date fixed for the determination of shareholders eligible to receive) shall have become entitled to receive, without payment therefor:

(i) other or additional stock or Other Securities or property (other than cash) by way of dividend, or

(ii) any cash, or

(iii) other or additional stock or Other Securities or property (including cash) by way of spinoff, split-up, reclassification, recapitalization, combination of shares or similar corporate rearrangement, other than additional shares of Class A Common Stock issued as a stock dividend or in a stock split (adjustments in respect of which are provided for in Section 3.2(b) below),

then and in each such case the Holder of this Warrant, on the exercise hereof as provided in Section 2, shall be entitled without the payment of any additional consideration or the taking of any further action, to receive the amount of stock and Other Securities and property (including cash in the cases referred to in subdivisions (ii) and (iii) of this Section 3.2(a)) which such Holder would hold on the date of such exercise if on the date hereof such Holder had been the holder of record of the number of shares of Common Stock provided for herein and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and all such other or additional stock and Other Securities and property (including cash in the cases referred to in subdivisions (ii) and (iii) of this Section 3.2(a)) receivable by such Holder as aforesaid during such period, giving effect to all adjustments called for during such period by this Section 3.

(b) Treatment of Stock Dividends, Stock Splits, etc. In the event that the Company shall (i) issue Common Stock Equivalents, or securities exercisable for or convertible into Common Stock Equivalents, as dividend or other distribution on outstanding Common

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Stock Equivalents, (ii) subdivide its outstanding shares of Common Stock Equivalents, or (iii) combine its outstanding shares of Common Stock Equivalents into a smaller number of shares of the Common Stock Equivalents, then, in each such event, the Warrant Price and the Trigger Price shall, simultaneously with the happening of such event, be adjusted by multiplying each of the then current Warrant Price and Trigger Price by a fraction, (a) the numerator of which shall be the number of shares of Common Stock Equivalents outstanding immediately prior to such event, and (b) the denominator of which shall be the number of shares of Common Stock Equivalents outstanding immediately after such event, and the product so obtained shall thereafter be the Warrant Price and the Trigger Price, respectively, then in effect. The Warrant Price and Trigger Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 3.2. Upon each adjustment of the Warrant Price or Trigger Price, the Holder of this Warrant shall thereafter be entitled to purchase at the Warrant Price resulting from such adjustment, the number of shares obtained by dividing the product of the number of shares purchasable pursuant hereto immediately prior to such adjustment and the Warrant Price immediately preceding such adjustment by the Warrant Price resulting from such adjustment.

3.3. Reorganization, Consolidation or Merger. In case at any time or from time to time the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other Person, (c) voluntarily or involuntarily dissolve, liquidate or wind-up, or (d) transfer all or substantially all of its properties or assets to any other Person, then in each such case, as a condition thereto, lawful and adequate provision shall be made so that the Holder of this Warrant, on the exercise or conversion hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Class A Common Stock issuable on such exercise immediately prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such reorganization, consolidation, merger or dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustments thereafter as provided in this Section 3.

3.4. Adjustment for Issuance of Common Stock Equivalents Below Trigger Price.

(a) General . In any case to which Sections 3.2 and 3.3 hereof are not applicable, where the Company shall issue or sell shares of its Common Stock Equivalents after February 1, 2001 without consideration or for a consideration (or evidencing a value of Common Stock Equivalents) per share less than the Warrant Price in effect pursuant to the terms of this Warrant at the time of issuance or sale of such additional shares, except where such shares are issued or sold pursuant to the exercise of any warrant or option or issued prior to the date of this Warrant or issued in connection with or pursuant to documentation entered into in connection with a financing by the Company in which the Company issues shares of Series A Redeemable Participating Preferred Stock, then the Warrant Price in effect hereunder shall simultaneously with such issuance or sale be reduced to a price determined by multiplying the Warrant Price then in effect hereunder by a fraction, the numerator of which is the sum of (a) the product of the total number of shares of Common Stock Equivalents outstanding immediately prior to such issuance or sale on a fully diluted basis, after giving effect to the exchange or conversion of all outstanding Convertible Securities and the exercise of all Options outstanding multiplied by the

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Warrant Price in effect hereunder at the time of such issuance or sale, plus (b) the aggregate consideration received by the Company upon such issuance or sale, and the denominator of which is the product of the total number of shares of Common Stock Equivalents outstanding immediately after issuance or sale of such additional shares on a fully diluted basis, after giving effect to the exchange or conversion of all outstanding Convertible Securities and the exercise of all Options outstanding multiplied by the Warrant Price in effect hereunder at the time of such issuance.

(b) Options; Convertible Securities . In case the Company shall issue or sell any Options or Convertible Securities after December 16, 1999 there shall be determined the price per share for which Common Stock Equivalents are issuable upon the conversion or exercise thereof, such determination to be made by dividing (i) the sum of the total amount received or receivable by the Company as consideration for the issue or sale of such Options or Convertible Securities plus the minimum aggregate amount of additional consideration payable to the Company upon the conversion or exercise thereof, by (ii) the maximum number of shares of Common Stock Equivalents of the Company issuable upon the conversion or exercise of all of such Options or Convertible Securities. If the price per share so determined shall be less than the applicable Trigger Price, then, for purposes of Section 3.4(a) hereof, such issue or sale shall be deemed to be an issue or sale (as of the date of issue or sale of such Options or Convertible Securities) of such maximum number of shares of Common Stock Equivalents at the price per share so determined and such maximum number of shares shall be deemed to be outstanding after such issuance, provided that, upon the expiration of such rights of conversion or exercise of such Options or Convertible Securities, if any thereof shall not have been exercised, the adjusted Warrant Price shall forthwith be readjusted and thereafter be the price which it would have been had an a