0001193125-04-059950 Sample Contracts

SERIES C PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware

THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of June 24, 1999, by and among Motive Communications. Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

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ADDENDUM NO. 1 TO EXHIBIT A LICENSOR SOFTWARE AND ROYALTY SCHEDULE
Motive Inc • April 9th, 2004 • Services-prepackaged software

THIS Addendum No. 1 (“Addendum”), with an Effective Date as of the last date this document is signed below, hereby documents some additional or clarified terms to Exhibit A, Licensor Software And Royalty Schedule that is part of the CORPORATE PARTNERING INBOUND OEM SOFTWARE LICENSE AGREEMENT (the “Agreement”) entered into by and between Mercury Interactive (Israel) Ltd. (“Mercury”) and Motive Communications, Inc. (“Motive”) on June 30, 2003 (the “Agreement”).

MOTIVE SOFTWARE, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT JUNE 6, 1997
Stock Purchase Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware

THIS STOCK PURCHASE AGREEMENT is made as of June 6, 1997, by and among Motive Software, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

MOTIVE COMMUNICATIONS, INC. SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT
First Refusal Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware

THIS SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT (this “Agreement”) is made as of March 17, 2003, by and among Motive Communications, Inc., a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (the “Investors”) and the Founders listed on Exhibit B hereto (the “Founders”).

MOTIVE COMMUNICATIONS, INC. SERIES B PREFERRED STOCK PURCHASE AGREEMENT JULY 15, 1998
Preferred Stock Purchase Agreement • April 9th, 2004 • Motive Inc • Services-prepackaged software • Delaware

THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT is made as of July 15, 1998, by and among Motive Communications, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

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