0001193125-05-102932 Sample Contracts

UBS Securities LLC 677 Washington Boulevard Stamford, Connecticut 06901 Telephone 203 719-7100 www.ubswarburg.com
Shareholder Agreement • May 10th, 2005 • Keynote Systems Inc • Services-business services, nec • New York

This agreement (“Agreement”) confirms the terms and conditions under which UBS Securities LLC (“UBS”) will assist Keynote Systems, Inc. (the “Purchaser”) in its program to repurchase shares of its common stock (the “Securities”).

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March 28, 2005 VIA HAND DELIVERY Arnold Waldstein Keynote Systems, Inc.
Separation Agreement • May 10th, 2005 • Keynote Systems Inc • Services-business services, nec

This letter confirms the agreement between you and Keynote Systems, Inc. concerning the terms of your separation from Keynote and offers you the continued employment and separation compensation we discussed in exchange for a release of claims.

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