Item 3.03 Material Modification to Rights of Security Holders.

On April 27, 2009, Selectica, Inc. (the "Company") entered into Amendment 2 (the "Amendment"), between the Company and Wells Fargo Bank, N.A., as Rights Agent ("Wells Fargo"), to the Amended and Restated Rights Agreement dated January 2, 2009, as amended, (the "Rights Agreement") between the Company and Computershare Trust Company N.A. ("Computershare").

The Amendment, which is effective as of May 8, 2009, removes Computershare as Rights Agent under the Rights Agreement, appoints Wells Fargo as Rights Agent under the Rights Agreement and makes certain technical amendments.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.3 and incorporated herein by reference, the full text of the Amended and Restated Rights Agreement, which was attached as Exhibit 4.1 to the Form 8-K filed by the Company on January 5, 2009 and incorporated herein by reference, and to the full text of Amendment 1 to Amended and Restated Rights Agreement, which was attached as Exhibit 4.2 to the Form 8-K filed by the Company on January 28, 2009 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits Exhibit Description Exhibit 4.3 Amendment 2, between Selectica, Inc., and Wells Fargo Bank, N.A., as Rights Agent, to the Amended and Restated Rights Agreement dated January 2, 2009, as amended, between Selectica, Inc., and Computershare Trust Company, N.A.

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