0001012870-03-002179 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Between MERCURY INTERACTIVE CORPORATION as Issuer, and UBS WARBURG LLC as Initial Purchaser Dated as of April 23, 2003
Registration Rights Agreement • April 30th, 2003 • Mercury Interactive Corporation • Services-prepackaged software • New York

REGISTRATION RIGHTS AGREEMENT dated as of April 23, 2003 among Mercury Interactive Corporation, a Delaware corporation (the “Company”), and UBS Warburg LLC (the “Initial Purchaser”) pursuant to the Purchase Agreement dated April 23, 2003 (the “Purchase Agreement”), between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement.

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Zero Coupon Senior Convertible Notes due 2008
Indenture • April 30th, 2003 • Mercury Interactive Corporation • Services-prepackaged software • New York

INDENTURE, dated as of April 29, 2003, between MERCURY INTERACTIVE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the “Company”), having its principal office at 1325 Borregas Avenue, Sunnyvale, California 94089, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

MERCURY INTERACTIVE CORPORATION AMENDMENT NO. THREE TO PREFERRED SHARES RIGHTS AGREEMENT
Preferred Shares Rights Agreement • April 30th, 2003 • Mercury Interactive Corporation • Services-prepackaged software

THIS AMENDMENT NO. THREE TO THE PREFERRED SHARES RIGHTS AGREEMENT (this “Amendment No. Three”) is made as of this 23rd day of April, 2003 by and between MERCURY INTERACTIVE CORPORATION, a Delaware corporation (the “Company”), and CHASEMELLON SHAREHOLDER SERVICES, LLC, successor to WELLS FARGO BANK NATIONAL ASSOCIATION, a national bank association, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment No. Three and not otherwise defined herein shall have the meanings given to them in the Rights Agreement.

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