X0303 4 2008-09-24 0 0000945989 ASTEA INTERNATIONAL INC ATEA 0001008396 BERGREEN ZACK B C/O ASTEA INTERNATIONAL INC 240 GIBRALTAR RD HORSHAM PA 19044 1 1 0 0 Chief Executive Officer Series A Convertible Preferred Stock 2008-09-24 4 P 0 826446 3.63 A Common Stock 826446 826446 D The shares of Series A Convertible Preferred Stock (the "Preferred Stock") of Astea International Inc. (the "Issuer") described in this report are convertible into shares of the Issuer's common stock at an initial ratio of 1:1 at the initial price of $3.63 per share. The conversion price is subject to customary adjustments for stock splits, stock dividends, reorganizations and similar events. For the first six months after issuance, Mr. Bergreen may convert up to 40% of the shares of preferred stock, and thereafter he may convert up to 100% of the shares of preferred stock at his option. Issuer has the right to redeem up to 60% of the shares of preferred stock at its option during the first six months after issuance at a price equal to 110% of the purchase price plus all accrued and unpaid dividends. The limitations on conversion and the redemption right during this initial six-month period are not applicable in the event of certain change of control events. At any time after the second anniversary of the Issuance Date, the Issuer, at its option, may cause the conversion of the shares of Preferred Stock at a price equal to 130% of the purchase price, plus all accrued and upaid dividends. Except as stated above, the shares of Preferred Stock have no expiration date. Zack B. Bergreen 2008-09-26