SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT




 Exhibit 10.18 
  
 MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 
  
 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”). 
  
 WHEREAS, certain of the Investors (the “Existing Investors”) have been issued (i) Series A Preferred Stock, par value $.001 per share, of the
Company (“Series A Preferred Stock”) pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of June 6, 1997, (ii) Series B Preferred Stock, par value $.001 per share, of the Company (“Series B Preferred
Stock”) pursuant to that certain Series B Preferred Stock Purchase Agreement, dated as of July 15, 1998, (iii) Series C Preferred Stock, par value $.001 per share, of the Company (“Series C Preferred Stock”) pursuant to that certain
Series C Preferred Stock Purchase Agreement, dated as of June 24, 1999, (iv) Series D-1 Preferred Stock, par value $.001 per share, of the Company (“Series D-1 Preferred Stock”), Series D-2 Preferred Stock, par value $.001 per share, of
the Company (“Series D-2 Preferred Stock”), and Series D-3 Preferred Stock, par value $.001 per share, of the Company (“Series D-3 Preferred Stock” and, together with Series D-1 Preferred Stock and Series D-2 Preferred Stock,
“Series D Preferred Stock”) pursuant to that certain Agreement and Plan of Reorganization by and between the Company and Ventix Systems Inc., dated as of January 10, 2000, (v) Series E-1 Preferred Stock, par value $.001 per share, of the
Company (“Series E-1 Preferred Stock”) and Series E-2 Preferred Stock, par value $.001 per share, of the Company (“Series E-2 Preferred Stock” and, together with Series E-1 Preferred Stock and Series E-2 Preferred Stock,
“Series E Preferred Stock”) pursuant to that certain Asset Purchase Agreement by and between the Company and Question Technologies, Inc., dated as of August 15, 2001, as amended by the First Amendment to Asset Purchase Agreement, dated as
of August 26, 2001, and (vi) Series F-1 Preferred Stock, par value $.001 per share, of the Company (“Series F-1 Preferred Stock”), Series F-2 Preferred Stock, par value $.001 per share, of the Company (“Series F-2 Preferred
Stock”) and Series F-3 Preferred Stock, par value $.001 per share, of the Company (“Series F-3 Preferred Stock” and, together with Series F-1 Preferred Stock and Series F-2 Preferred Stock, “Series F Preferred Stock”)
pursuant to that certain Agreement and Plan of Merger, dated as of November 6, 2002, by and among the Company, T-Bone Acquisition, Inc., a Texas corporation, and BroadJump, Inc., a Texas corporation; 
  
 WHEREAS, the Founders, and certain permitted transferees thereof, are the
beneficial owners of the number of shares of Common Stock of the Company set forth opposite their names on Exhibit B hereto and may subsequently acquire additional shares of Common Stock (as the same may be adjusted pursuant to Section 4.2
hereof, the “Stock”); 
  
 WHEREAS, the Existing
Investors possess first refusal rights pursuant to that certain Fifth Amended and Restated First Refusal Agreement, dated as of January 17, 2003 (the “Prior Agreement”); 
  
 WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, by and between the Company and Mr.
Tom Meredith, the Company has agreed to 








 issue and sell to Mr. Meredith 217,818 shares of Series E-1 Preferred Stock (the “Purchased Shares”) at a
purchase price of $4.591 per share and as a condition to Mr. Meredith’s obligation to purchase the Purchased Shares, the Company has agreed to amend and restate the Prior Agreement to be as set forth herein; and 
  
 WHEREAS, the Company, the Founders and the Existing Investors desire to enter
into this Agreement to amend and restate the Prior Agreement so as to modify the rights contained therein to be as set forth herein and to extend such rights to Mr. Tom Meredith; 
  
 NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 
  
 I. RIGHT OF FIRST REFUSAL 
  

1.1 Grant. The Company and the Investors are hereby each granted a right of first refusal with respect to any proposed disposition of Stock by
the Founders (or any permitted transferee of the Stock under Section 2.1 hereof, hereafter collectively included in all references to “Founders”), in the following order of priority: (i) the Company shall have the first right to purchase
any Stock proposed to be transferred to a third party by the Founders; and (ii) in the event the Company elects not to exercise its first refusal rights with respect to all or any portion of such proposed transfer, the Company agrees to waive such
rights with respect to such portion in favor of the Investors’ first refusal rights under this Agreement. 
  
 1.2 Notice of Intended Disposition. In the event a Founder desires to accept a bona fide third-party offer for the transfer of any or all of the
Stock (such Founder to be hereafter called the “Selling Founder” and the shares subject to such offer to be hereafter called the “Target Shares”), the Selling Founder shall promptly deliver to the Company and the Investors
written notice of the intended disposition (“Disposition Notice”) and the basic terms and conditions thereof, including the identity of the proposed purchaser. 
  
 1.3 Exercise of Right by Company. The Company shall, for a period of fifteen (15) days following receipt of the
Disposition Notice, have the right to repurchase the Target Shares upon substantially the same terms and conditions specified in the Disposition Notice, subject to the following conditions. Such right shall be exercisable by written notice (the
“Exercise Notice”) delivered by the Company to the Selling Founder and the Investors prior to the expiration of the fifteen (15) day exercise period. If such right is exercised by the Company with respect to all the Target Shares specified
in the Disposition Notice, then the Company shall effect the repurchase of such Target Shares, including payment of the purchase price therefor, not more than five (5) business days after the delivery of the Exercise Notice. At such time, the
Selling Founder shall deliver to the Company the certificates representing the Target Shares to be repurchased, each certificate to be properly endorsed for transfer. Alternatively, if such right is exercised with respect to only a portion of the
Target Shares specified in the Disposition Notice, then this right to repurchase shall be contingent upon the Investors’ election to repurchase the remaining balance of the Target Shares. The Company shall notify the Investors of its intent to
repurchase none or only a portion of the Target Shares within the fifteen (15) day exercise period above defined. The Company’s repurchase of such Target Shares, if any, and the Investors’ purchase of the Target Shares, shall be
consummated, if at all, not more than five (5) business days after the Investors’ exercise of their purchase rights in 
  

 2 









 accordance with Section 1.5 herein. In the event the Investors do not elect to repurchase the remaining Target Shares,
the Company and the Investors shall be deemed to have waived their respective right of first refusal. 
  
 Should the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Company shall have
the right to pay the purchase price in the form of cash equal in amount to the value of such property. If the Selling Founder and the Company cannot agree on such cash value within ten (10) days after the Company’s receipt of the Disposition
Notice, the valuation shall be made by an appraiser of recognized standing selected by the Selling Founder and the Company or, if they cannot agree on an appraiser within twenty (20) days after the Company’s receipt of the Disposition Notice,
each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by the
Selling Founder and the Company. The closing shall then be held on the later of (i) the fifth business day following the delivery of the Exercise Notice, or (ii) the fifth business day after such cash valuation shall have been made.

  
 1.4 Non-Exercise of Right. In the event the Exercise
Notice is not given by the Company to the Selling Founder and the Investors within the period specified in Section 1.3, the Company (but not the Investors) shall be deemed to have waived its right of first refusal. 
  
 1.5 Exercise of Right by the Investors. Subject to the rights of the
Company, the Investors shall, for a period of fifteen (15) days after the date of receipt of the notice from the Company of its intent to repurchase none or only a portion of the Target Shares, but no more than thirty (30) days after the date of
receipt of the Disposition Notice, have the right to purchase all of the Target Shares not repurchased by the Company, upon the terms and conditions specified in the Disposition Notice. Each Investor may exercise this right of first refusal by
written notice delivered by such Investor to the Selling Founder and the Company prior to the expiration of the exercise period. The purchase of the Target Shares by the Investors will be in the same manner and subject to the same rights and
conditions as more specifically set forth in Section 1.3 above (provided, that the Investors shall not be liable for any expenses associated with an appraisal effected under Section 1.3, but shall be liable for an equal portion of expenses
associated with an appraisal effected under this Section 1.5). To the extent that the Target Shares or appraisal expenses need to be allocated among the Investors, they shall be allocated based on the holdings of Common Stock (assuming the
conversion of all outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock) of each Investor that desires to exercise the
right of first refusal. 
  
 Should the purchase price specified in
the Disposition Notice be payable in property other than cash or evidences of indebtedness, and the Company has waived its right of first refusal, the Investors shall have the right to pay the purchase price in the form of cash equal in amount to
the value of such property. If the Selling Founder and the Investors exercising their right of first refusal cannot agree on such cash value within twenty (20) days after the Investors’ receipt of the Disposition Notice, the valuation shall be
made by an appraiser of recognized standing selected by the Selling Founder and the Investors exercising their right of first refusal 
  

 3 









 or, if they cannot agree on an appraiser within twenty (20) days after the Investors’ receipt of the Disposition
Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally
by the Selling Founder and the Investors exercising their right of first refusal. The closing shall then be held on the later of (i) the fifth business day following the Investors’ exercise of their repurchase rights, or (ii) the fifth business
day after such cash valuation shall have been made. 
  
 1.6
Non-Exercise of Right. In the event the Exercise Notice or a notice from the Investors of the exercise of their right of first refusal is not given to the Selling Founder within thirty (30) days following the date of the Company’s and
the Investors’ receipt of the Disposition Notice, or the Company and/or the Investors do not exercise the right of first refusal pursuant to this Article I with respect to all Target Shares described in the Disposition Notice, the Selling
Founder shall have a period of ninety (90) days thereafter in which to sell the Target Shares upon terms and conditions (including the purchase price) no more favorable to the third-party transferee than those specified in the Disposition Notice.
The third-party transferee shall acquire the Target Shares free and clear of subsequent rights of first refusal under this section. In the event the Selling Founder does not consummate the sale or disposition of the Target Shares within the ninety
(90) day period, the Company’s and the Investors’ first refusal rights shall continue to be applicable to any subsequent disposition of the Target Shares by the Selling Founder until such right lapses in accordance with Section 4.1 herein.

  
 II. EXEMPT TRANSFERS 
  
 2.1 Permitted Transactions. Notwithstanding the foregoing, the first
refusal rights of the Company and the Investors shall not apply to any transfer to the ancestors, descendants, siblings or spouse of the Selling Founder or to trusts for the benefit of such persons; provided that the transferee shall furnish the
Investors and the Company with a written agreement of such transferee agreeing to be bound by and to comply with all provisions of this Agreement. Such transferred Stock shall remain “Stock” hereunder, and such transferee shall be treated
as a “Founder” for the purposes of this Agreement. 
  
 2.2 Public Offering. The provisions of this Agreement shall not apply to the sale of any Stock to the public pursuant to a registration statement filed with, and declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Securities Act”). 
  
 III. LEGEND REQUIREMENTS 
  
 3.1 Legend.
Each certificate representing the Stock owned by the Founders shall be endorsed with the following legend: 
  
 “THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FIRST
REFUSAL AGREEMENT BY AND AMONG THE COMPANY, THE FOUNDERS OF THE COMPANY AND THE INVESTORS IN THE PREFERRED STOCK OF THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.” 
  

 5 









 3.2 Removal. The Section 3.1 legend shall be removed upon termination of this Agreement in
accordance with the provisions of Section 4.1. 
  
 3.3
Stop-transfer. In order to enforce the Investors’ rights hereunder, each Founder agrees that the Company may impose stop-transfer instructions with respect to the Stock held by such Founder. 
  
 IV. MISCELLANEOUS PROVISIONS 
  
 4.1 Termination. The rights of the Company and the Investors under
this Agreement and the correlative obligations of the Founders with respect to the Company and the Investors shall terminate at such time as the Investors shall no longer be the owner of any shares of capital stock of the Company. Unless sooner
terminated in accordance with the preceding sentence, this Agreement shall terminate immediately upon the earlier of (i) the closing of a public offering pursuant to an effective registration statement on Form S-1 or Form SB-2 under the Securities
Act (or any successor forms designated by the Securities and Exchange Commission), covering the offer and sale of the Company’s Common Stock and (ii) the closing of the Company’s sale of all or substantially all of its assets or the
acquisition of the Company by another entity by means of a merger or consolidation resulting in the exchange of the outstanding shares of the Company’s outstanding stock for securities or consideration issued, or caused to be issued, by the
acquiring entity or its subsidiary.  
  
 4.2 Effect of
Change in Company’s Capital Structure. Appropriate adjustments shall be made in the number and class of shares in the event of a stock dividend, stock split, reverse stock split, combination, reclassification or like change in the capital
structure of the Company. If, from time to time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding stock of the Company, then in such event any and all new, substituted or additional
securities to which the Founders are entitled by reason of such Founder’s ownership of the stock shall be immediately subject to the rights and obligations set forth in Article I with the same force and effect as the Stock subject to such
rights immediately before such event. 
  
 4.3 Notice.
Unless otherwise provided, any notice required or permitted to be given to a party pursuant to the provisions of this Agreement shall be in writing and shall be effective upon personal delivery or upon deposit in the U.S. mail (or equivalent
independent service), postage prepaid and properly addressed to the party to be notified as set forth below such party’s signature or at such other address as such party may designate by ten (10) days’ advance written notice to the other
parties hereto. 
  
 4.4 Severability. In the event one or
more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this
Agreement shall be construed and interpreted in such manner as to be effective and valid under applicable law. 
  

 5 









 4.5 Waiver or Modification. Any amendment, waiver or modification of this Agreement shall be
effective only if evidenced by a written instrument executed by the Founders holding a majority of the Stock held by the Founders, the Company and Investors holding a majority of the Common Stock issuable or issued upon conversion of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock of the Company, voting together as a single class; provided, however, that in
the event such amendment, waiver or modification adversely affects the rights and/or obligations of any party under this Agreement in a different manner than the other parties, such amendment or waiver shall also require the written consent of the
holders of seventy-five percent (75%) of the class or series of securities held by such affected parties. Notwithstanding the foregoing, no term or part of this Agreement may be amended, waived or modified without the written consent of the holders
of seventy-five percent (75%) of (i) the stock held by the Founders, if the Founders are adversely affected disproportionately to the other parties by such amendment, waiver or modification, (ii) the Common Stock issuable or issued upon conversion
of the Preferred Stock held by the Investors, if the Investors as a group are adversely affected disproportionately to the other parties by such amendment, waiver or modification, or (iii) the Common Stock issuable or issued upon conversion of any
series of Preferred Stock, if the holders of such series are adversely affected disproportionately to the other parties by such amendment, waiver or modification. A party may be added to this Agreement only upon the consent of the Founders holding a
majority of the Stock held by the Founders, the Company and Investors holding a majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock of the Company, voting together as a single class. 
  
 4.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware as applied in contracts
among Delaware residents entered into and performed entirely within Delaware, without reference to Delaware conflict of laws provisions. 
  
 4.7 Attorneys’ Fees. In the event of any dispute involving the terms hereof, the prevailing parties shall be entitled to collect legal fees
and expenses from the other party to the dispute. 
  
 4.8
Further Assurances. Each party agrees, without necessity of further consideration, to execute and deliver any and all such further documents and take any and all such actions as may be necessary or appropriate to carry out the intent and
purposes of this Agreement and to consummate the transactions contemplated herein. 
  
 4.9 Successors and Assigns. Except as otherwise provided herein, this Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective
successors, assigns and legal representatives. 
  

 6 









 4.10 Aggregation of Stock. For the purposes of determining the availability of any rights under
this Agreement, the holdings of transferees and assignees of an individual or a partnership who are spouses, ancestors, lineal descendants or siblings of such individual or partners or retired partners of such partnership (including spouses and
ancestors, lineal descendants and siblings of such partners or spouses who acquire Common Stock by gift, will or intestate succession) or of an LLC who are members of such LLC shall be aggregated together with the individual or partnership, as the
case may be, for the purpose of exercising any rights or taking any action under this Agreement. 
  
 4.11 Conflict with Other Rights of First Refusal. For so long as this Agreement remains in existence, the right of first refusal provisions
contained in this Agreement shall supersede the right of first refusal provisions contained in any other agreements, including any stock purchase agreement entered into by and between the Company and any of the Founders. If, however, this Agreement
shall terminate, the right of first refusal provisions contained in the other agreements shall be in full force and effect. 
  
 4.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. 
  
 4.13 Entire
Agreement. This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. This Agreement is intended to supersede the Prior Agreement
in its entirety. 
  
 [REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]

  

 7 









 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

  

			
	 MOTIVE COMMUNICATIONS, INC.

		
	 By:
	 	 /s/ SCOTT L. HARMON


	 	 	 Scott L. Harmon

	 	 	 President



  

			
	 Address:
	 	 12515 Research Boulevard

	 	 	 Building 5

	 	 	 Austin, Texas 78759

	 	 	 (512) 339-8335

	 	 	 (512) 339-9040-fax



  

 SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 










			
	
	INVESTORS:
	 ATTRACTOR LP

		
	 By:
	 	 Attractor Ventures, LLC,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Gigi Brisson


	 	 	 Gigi Brisson, MM             

	
	 ATTRACTOR VENTURES, LLC

	 By:
	 	 Attractor Ventures, LLC,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Gigi Brisson            


	 	 	 Gigi Brisson, MM             

	
	 ATTRACTOR INSTITUTIONAL LP

		
	 By:
	 	 Attractor Ventures, LLC,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Gigi Brisson            


	 	 	 Gigi Brisson, MM             

	
	 ATTRACTOR QP LP

		
	 By:
	 	 Attractor Ventures, LLC,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Gigi Brisson            


	 	 	 Gigi Brisson, MM             

		
	 Address:
	 	 1440 Chapin Ave., Suite 201

	 	 	 Burlingame, California 94010

		
	 	 	 with a copy to:

	 	 	     Rick Cohen

	 	 	     Buchalter, Nemer, Fields & Young, P.C.

	 	 	     601 Figueroa Street, Suite 2400

	 	 	     Los Angeles, California 90017



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	
	 AUSTIN VENTURES V, L.P.

		
	 By:
	 	 AV Partners V, L.P.,

		
	 	 	 its General Partner

		
	 By:
	 	 /s/ John Thornton


		
	 	 	 John Thornton

	
	 AUSTIN VENTURES V AFFILIATES FUND, L.P.

		
	 By:
	 	 AV Partners V, L.P.

		
	 	 	 Its General Partner

		
	 By:
	 	 /s/ John Thornton


		
	 	 	 John Thornton

	
	 AUSTIN VENTURES VII, L.P.

		
	 By:
	 	 AV Partners VII, L.P.,

		
	 	 	 its General Partner

		
	 By:
	 	 /s/ John Thornton


		
	 	 	 John Thornton

		
	 Address:
	 	 Attn: John Thornton

		
	 	 	 300 West 6th Street, Ste. 2300

		
	 	 	 Austin, Texas 78701-3902



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	
	 AUSTIN VENTURES VI, L.P.

		
	 By:
	 	 AV Partners VI, L.P.,

		
	 	 	 its General Partner

		
	 By:
	 	 /s/ John Thornton


		
	 	 	 John Thornton

	
	 AUSTIN VENTURES VI AFFILIATES FUND, L.P.

		
	 By:
	 	 AV Partners VI, L.P.,

		
	 	 	 its General Partner

		
	 By:
	 	 /s/ John Thornton


		
	 	 	 John Thornton

		
	 Address:
	 	 Attn: Joseph C. Aragona

		
	 	 	 300 West 6th Street, Ste. 2300

		
	 	 	 Austin, Texas 78701-3902

	
	

	
	 Brian Goffman

		
	 Address:
	 	 c/o Austin Ventures

		
	 	 	 300 West 6th Street, Ste. 2300

		
	 	 	 Austin, Texas 78701-3902



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 
  
  

 11 










			
	
	 SILVERTON PARTNERS

		
	 By:
	 	 /s/ William Wood


		
	 	 	 William Wood, its general partner

		
	 Address:
	 	 c/o Austin Ventures

		
	 	 	 300 West 6th Street, Suite 2300

		
	 	 	 Austin, Texas 78701-3902



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	
	 SSM I, L.P.

	
	 General Partner of SSM Venture Partners, L.P.

		
	 By:
	 	 SSM Corporation,

		
	 	 	 its General Partner

		
	 By:
	 	 /s/ William F. Harrison


	
	 Print Name: William F. Harrison

	
	 Title: Vice President

		
	 Address:
	 	 110 Wild Basin Road, Suite 280

		
	 	 	 Austin, Texas 78750



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	
	 ACCEL V L.P.

		
	 By:
	 	 Accel V Associates L.L.C.,

	 	 	 its General Partner

		
	 By:
	 	 /s/    Authorized
Signatory            


	 	 	 Attorney-In-Fact

	
	 ACCEL INTERNET/STRATEGIC TECHNOLOGY FUND L.P.

		
	 By:
	 	 Accel Internet/Strategic Technology

	 	 	 Fund Associates L.L.C.,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact

	
	 ACCEL KEIRETSU V L.P.

		
	 By:
	 	 Accel Keiretsu V Associates L.L.C.,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact

	
	 ACCEL INVESTORS ‘97 L.P.

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact

	
	 ACCEL VII, L.P.

		
	 By:
	 	 Accel VII Associates L.L.C.,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 ACCEL INTERNET FUND III L.P.

		
	 By:
	 	 Accel Internet Fund III Associates L.L.C.,

	 	 	 its General Partner

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact

	
	 ACCEL INVESTORS ‘99 L.P.

		
	 By:
	 	 /s/ Authorized Signatory


	 	 	 Attorney-In-Fact

	
	 ELLMORE C. PATTERSON PARTNERS

		
	 By:
	 	 /s/ Arthur C. Patterson


	 	 	 Arthur C. Patterson
 General Partner

		
	 Address:
	 	 Accel Partners

	 	 	 428 University Avenue

	 	 	 Palo Alto, California 94301

		
	 	 	 
		
	 	 	 
	 	 	 
	 	 	 
	 	 	 


  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 PALANTIR ASSOCIATES, LLC

		
	 By:
	 	 /s/ Glenn Doshay


	 	 	 Glenn Doshay

		
	 Address:
	 	 Palantir Associates, LLC

	 	 	 6279 Via Campo Verde

	 	 	 Rancho Santa Fe, California 92067

	
	 with copies to:

	 	 	 Doug Hammer

	 	 	 Shartis, Friese & Ginsburg

	 	 	 One Maritime Plaza, 18th Floor

	 	 	 San Francisco, California 94111

	 	 	 (415) 249-1572

		
	 	 	 Tom Sullivan

	 	 	 Citicorp Center

	 	 	 153 East 53rd Street

	 	 	 New York, New York 10022

	 	 	 (212) 292-6764



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









					
	 PIVOTAL PARTNERS, L.P.

	 a California limited partnership

			
	 	 	 By:
	 	 Pivotal Asset Management, LLC

	 	 	 	 	 Its General Partner

			
	 	 	 By:
	 	 /s/ Authorized Signatory


	 	 	 Print Name: Authorized Signatory

	 	 	 Title: Manager

			
	 	 	 Address:
	 	 Criterion

	 	 	 	 	 Attn: Christopher Lord

	 	 	 	 	 One Maritime Plaza, Suite 1460

	 	 	 	 	 San Francisco, CA 94111-3162

	 	 	 	 	 (415) 834-3500



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









					
	 DELL USA, L.P.

			
	 	 	 By:
	 	 Dell Gen. P. Corp.

			
	 	 	 By:
	 	 /s/ Authorized Signatory


	 	 	 Print Name: Authorized Signatory

	 	 	 Title: Vice President

			
	 	 	 Address:
	 	 Dell Computer Corporation

	 	 	 	 	 One Dell Way, Building One

	 	 	 	 	 Round Rock, Texas 78682

		
	 	 	 with a copy to:

			
	 	 	 	 	 William Volk

	 	 	 	 	 Vinson & Elkins L.L.P.

	 	 	 	 	 2801 Via Fortuna, Suite 100

	 	 	 	 	 Austin, Texas 78746



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 GE CAPITAL EQUITY INVESTMENTS, INC.

		
	 By:
	 	 /s/ Authorized Signatory


	 Print Name: Authorized Signatory

	 Title: Vice President

		
	 Address:
	 	 120 Long Ridge Road

	 	 	 Stamford, CT 06927



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 GLOBAL EXCHANGE SERVICES HOLDINGS

		
	 By:
	 	 /s/ Jeff McCroskey


	 Print Name: Jeff McCroskey

	 Title: Senior Vice President Business Development

		
	 Address:
	 	 Attn: David Goldberg

	 	 	 100 Edison Park Drive

	 	 	 Gaithersburg, MD 20878



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 TECHXAS FUND IIQ, L.P.

		
	 By:
	 	 Techxas Ventures II, L.P.,

	 	 	 Its General Partner

		
	 By:
	 	 Techxas Ventures, L.L.C.,

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Michael La Vigna


	 	 	 Michael La Vigna

	 	 	 Manager

	
	 TECHXAS FUND IIA, L.P.

		
	 By:
	 	 Techxas Ventures II, L.P.,

	 	 	 Its General Partner

		
	 By:
	 	 Techxas Ventures, L.L.C.,

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Michael La Vigna


	 	 	 Michael La Vigna

	 	 	 Manager



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 TECHXAS FUND v1.0, L.P.

		
	 By:
	 	 Techxas Ventures, L.L.C.,

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Michael La Vigna


	 	 	 Michael La Vigna

	 	 	 Manager

	
	 TECHXAS II AFFILIATES FUND, L.P.

		
	 By:
	 	 Techxas Ventures, L.L.C.,

	 	 	 Its General Partner

		
	 By:
	 	 /s/ Michael La Vigna


	 	 	 Michael La Vigna

	 	 	 Manager

		
	 Address:
	 	 5000 Plaza on the Lake, Suite 275

	 	 	 Austin, Texas 78746



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 SBC VENTURE CAPITAL CORPORATION

		
	 By:
	 	 /s/ Lisa B. Lovering


	 	 	 Lisa B. Lovering

	 	 	 Vice President

		
	 Address:
	 	 175 E. Houston Street

	 	 	 San Antonio, Texas 78205



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 BELLSOUTH CORPORATION

		
	 By:
	 	 /s/ Bradley O. Greene


	 	 	 Bradley O. Greene

	 	 	 Executive Director – Corporate Development

		
	 Address:
	 	 1155 Peachtree Street

	 	 	 Suite 1929

	 	 	 Atlanta, GA 30309



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 FOUNDERS:

	
	 /s/ Scott L. Harmon


	 Scott L. Harmon

	
	 SLH HOLDINGS, LTD.

		
	 By:
	 	 /s/ Scott L. Harmon


	 	 	 Scott L. Harmon

	 	 	 General Partner

	
	             /s/ Michael J. Maples,
Jr.


	 Michael J. Maples, Jr.

	
	 MJMJR, LTD.

		
	 By:
	 	 /s/ Michael J. Maples, Jr.


	 	 	 Michael J. Maples, Jr.

	 	 	 General Partner

		
	 	 	 /s/ Scott R. Abel


	 	 	 Scott R. Abel

	
	 MIKO VENTURES, LTD.

		
	 By:
	 	 /s/ Scott R. Abel


	 	 	 Scott R. Abel

	 	 	 General Partner



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 	 	 /s/ Kip McClanahan


	 	 	 Kip McClanahan

	
	 THE MCCLANAHAN 2001 ANNUITY TRUST

		
	 By:
	 	 /s/ Kenny Van Zant


	 	 	 Kenny Van Zant

	 	 	 Trustee

	
	 THE MCCLANAHAN 2001 FAMILY TRUST

		
	 By:
	 	 /s/ Kenny Van Zant


	 	 	 Kenny Van Zant

	 	 	 Trustee

		
	 	 	 /s/ Jill McClanahan


	 	 	 Jill McClanahan

		
	 	 	 /s/ Kenny Van Zant


	 	 	 Kenny Van Zant

	
	 THE VAN ZANT 2001 ANNUITY TRUST

	 By:
	 	 /s/ Kenny Van Zant


	 	 	 Kenny Van Zant

	 	 	 Trustee

	
	 THE VAN ZANT 2001 FAMILY TRUST

		
	 By:
	 	 /s/ Kenny Van Zant


	 	 	 Kenny Van Zant

	 	 	 Trustee

		
	 	 	 /s/ Adam Chibib


	 	 	 Adam Chibib



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 









			
	 THE CHIBIB 2001 FAMILY TRUST

		
	 By:
	 	 /s/ Adam Chibib


	 	 	 Adam Chibib

	 	 	 Trustee

		
	 	 	 /s/ Amy Chibib

 Amy Chibib

		
	 	 	 /s/ James Crow

 James Crow



  
  
 SIGNATURE PAGE TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 








  

			
	 BRIAN & ELIZABETH VETTER EXEMPT

	 DESCENDANTS TRUST

		
	 By:
	 	 /s/ Brian Vetter


	 Name:
	 	 Briana Vetter

	 Title:
	 	 Trustee

	
	 BRIAN VETTER 2000 EXEMPT TRUST

		
	 By:
	 	 /s/ Brian Vetter


	 	 	 Brian Vetter

	 	 	 Trustee

	
	 ELIZABETH VETTER 2000 EXEMPT TRUST

		
	 By:
	 	 /s/ Elizabeth Vetter


	 	 	 Elizabeth Vetter

	 	 	 Trustee



  
 SIGNATURE PAGE
TO MOTIVE COMMUNICATIONS, INC. 
 SIXTH AMENDED AND RESTATED FIRST REFUSAL AGREEMENT 
  








 SCHEDULE A 
  

Schedule of Investors 
  

	
	Name and Address
	
	 Attractor LP

	 Attractor Ventures, LLC

	 Attractor Institutional LP

	 Attractor QP LP
 Attn: Gigi Brisson
 1440 Chapin Avenue, Suite 201
 Burlingame, California 94010
  
 with a copy to:
 Rick Cohen
 Buchalter, Nemer, Fields & Young, P.C.
 601 Figueroa Street, Suite
2400
 Los Angeles, California 90017

	
	 MacArthur Foundation
 Attn. Joshua Mintz
 140 South Dearborn Street, Suite 1100
 Chicago, Illinois
60603-5285

	
	 Austin Ventures V, L.P.

	 Austin Ventures VII, L.P.

	 Austin Ventures V Affiliates Fund, L.P.
 Attn: John Thornton
 300 West 6th Street, Suite 2300
 Austin, Texas 78701-3902

	
	 Austin Ventures VI, L.P.

	 Austin Ventures VI Affiliates Fund, L.P.
 Attn: Joseph C. Aragona
 300 West 6th Street, Ste. 2300
 Austin, Texas 78701-3902

	
	 Brian Goffman
 c/o Austin Ventures
 300 West 6th Street, Suite 2300
 Austin, Texas 78701-3902


  

 A-1 










	
	Name and Address
	
	 Silverton Partners
 c/o Austin Ventures
 300 West 6th Street, Suite 2300
 Austin, Texas 78701-3902
 Attn. William Wood

	
	 SSM I, L.P.
 c/o SSM Corporation
 Attn: Bill Harrison
 110 Wild Basin Road, Suite 280
 Austin, Texas 78750

	
	 Accel V L.P.

	 Accel Internet/Strategic Technology Fund L.P.

	 Accel Keiretsu V L.P.

	 Accel Investors ‘97 L.P.

	 Accel VII, L.P.

	 Accel Internet Fund III L.P.

	
	 Accel Investors ‘99 L.P.

	 Ellmore C. Patterson Partners
 c/o Mr. Rich Zamboldi
 Accel Partners
 428 University Avenue
 Palo Alto, California 94301
  
 with a copy to:
 G. Carter Sednaoui
 Accel Partners
 One Palmer Square
 Princeton, New Jersey 08542

	
	 Douglas McNary
 c/o Motive Communications, Inc.
 12515 Research Boulevard, Building 5
 Austin, Texas 78759

	
	 John T. Galligan
 1 Eagle Court
 Greenland, NH 03840-2336


  

 A-2 










	
	Name and Address
	
	 Charles Schwab & Co. Inc. FBO John T. Galligan IRA
 c/o Charles Schwab & Co. Inc.
 Attn. Securities Deposits
 101 Montgomery Street
 San Francisco, California 94104

	
	 Palantir Associates , LLC
 Attn: Glenn Doshay
 6279 Via Campo Verde
 Rancho Santa Fe, California 92067
  
 with copies to:
 Doug Hammer
 Shartis Friese & Ginsburg
 One Maritime Plaza, 18th Floor
 San Francisco, California 94111
  
 and
  
 Tim Sullivan
 Citicorp Center
 153 East 53rd Street
 New York, New York 10022

	
	 Pivotal Partners, L.P.
 c/o Pivotal Capital Management
 Attn: Carol Lord
 One Embarcadero, Suite 2300
 San Francisco, California
94111-3162

	
	 Hambrecht and Quist California
 Hambrecht & Quist Employee Venture Fund, L.P. II
 H & Q Motive Communications Investors, LLC
 Attn: Bridget Storm
 c/o JP Morgan
 560 Mission Street, 10th Floor
 San Francisco, CA 94105


  

 A-3 










	
	Name and Address
	
	 Access Technology Partners, L.P.
 Access Technology Partners Brokers Fund, LP
 Attn: Bridget Storm
 c/o JP Morgan
 560 Mission Street, 10th Floor
 San Francisco, CA 94105

	
	 Dell USA, L.P.
 c/o Dell Computer Corporation
 Attn: Maggie Dolan
 One Dell Way, Building One
 Round Rock, Texas 78682
  
 with a copy to:
  
 William Volk
 Vinson & Elkins L.L.P.
 2801 Via Fortuna, Ste. 100
 Austin, Texas 78746
 (512) 236-3450

	
	 ABS Employees’ Venture Fund Limited Partnership
 Attn: Margaret-Mary V. Preston
 c/o Alex. Brown Investments
 375 West Padonia Road
 Timonium, Maryland 21093

	
	 BT Investment Partners, Inc.
 225 Franklin Street, 25th floor
 Boston, MA 02110

	
	 Intel Corporation
 Attn: Andrew Fligel
 2200 Mission College Boulevard, MS 524-203
 Santa Clara, California
95052

	
	 Piper Jaffray Technology Capital SBIC, L.P.
 Attn: Maureen Harder
 800 Nicollet Mall, J1012232
 Minneapolis, Minnesota 55402


  

 A-4 










	
	Name and Address
	
	 Standby Fund 1998
 Attn: Paul D. Grangaard
 c/o Piper Jaffray
 800 Nicollet Mall
 Minneapolis, Minnesota 55402

	
	 Kent Adams
 c/o Piper Jaffray
 800 Nicollet Mall
 Minneapolis, Minnesota 55402

	
	 William Benjamin
 c/o Piper Jaffray
 800 Nicollet Mall
 Minneapolis, Minnesota 55402

	
	 Kyle Crowe
 c/o Piper Jaffray
 800 Nicollet Mall
 Minneapolis, Minnesota 55402

	
	 TL Ventures III, L.P.
 TL Ventures III Offshore L.P.
 TL Ventures III Interfund L.P.
 Attn: Mr. Mark J. DeNino
 700 Building
 435 Devon Park Drive
 Wayne, PA 19087-1990

	
	 The Fabbio Family Limited Partnership
 Attn: Mr. Robert Fabbio
 8709 Mendocino Drive
 Austin, Texas 78735

	
	 Robert Fabbio, Individually
 8709 Mendocino Drive
 Austin, Texas 78735

	
	 Gerald H. Weghorst
 10020 Circleview Drive
 Austin, Texas 78735


  

 A-5 










	
	Name and Address
	
	 David Sikora
 2314 Island Wood Road
 Austin, Texas 78733

	
	 GE Capital Equity Investments, Inc.
 Attn: Brian P Keil
 120 Long Ridge Road
 Stamford, CT 06927

	
	 Global Exchange Services Holdings, Inc.
 Attn: David Goldberg
 100 Edison Park Drive
 Gaithersburg, MD 20878

	
	 Vignette Corporation
 Attn: Charles Sansbury
 1601 S. Mopac Expressway
 Austin, Texas 78746

	
	 Charles River X-C LLC
 Charles River X-B LLC
 Charles River Partnership X-A, A Limited Partnership
 Charles River Partnership X,
LP
 Attn: Joe Pignato
 1000 Winter St.
 Waltham, MA 02451

	
	 Techxas Fund IIQ, L.P.
 Techxas Fund IIA, L.P.
 Techxas Fund v1.0, L.P.
 Techxas II Affiliates Fund, L.P
 500 Plaza on the Lake, Suite 275
 Austin, Texas 78746

	
	 BJMP Partners I, LLC
 9250 Wilshire Blvd., Suite 100
 Beverly Hills, California 90212

	
	 Vortex Partners BDJ, LP
 2626 Cole Avenue, Suite 710
 Dallas, Texas 75204


  

 A-6 










	
	Name and Address
	
	 John McHale
 7501B North Capital of Texas Hwy
 Austin, Texas 78731

	
	 Paul Zito
 111 Congress Avenue, Suite 3000
 Austin, Texas 78701

	
	 Donald R. Anselmo
 1464 East Amberwood Drive
 Phoenix, Arizona 85048

	
	 James A. Johnson
 5909 Long Court
 Austin, Texas 78730

	
	 Kent A. Savage
 54 St. Stephens School Rd.
 Austin, Texas 78746

	
	 John Becker
 W 1958 Pastime Lane
 East Troy, Wisconsin 53120

	
	 David L. Heys
 3201 Winding Creek Cove
 Austin, Texas 78735

	
	 Shelby Carter
 2301 Island Wood Road
 Austin, Texas 78733-2117

	
	 James Goetz
 200 Forrester Road
 Los Gatos, California 95032

	
	 Michael O’Rourke
 2908 Sparkling Brook Lane
 Austin, Texas 78746

	
	 Nuevo Private Equities, L.P.
 111 Congress Avenue, Suite 3000
 Austin, Texas 78701


  

 A-7 










	
	Name and Address
	
	 LLG, LLP
 700 Louisiana Street, Suite 2610
 Houston, Texas 77002

	
	 Scanlon Family Partnership
 Scanlon Limited Partnership
 30 Riderwood Road
 North Barrington, Illinois 60010

	
	 JMM PHLP, LTD.
 609 Castle Ridge Road, Suite 215
 Austin, Texas 78746

	
	 G&H Partners, L.P.
 155 Constitution Drive
 Menlo Park, California 94025

	
	 Vinson & Elkins, L.L.P.
 2801 Via Fortuna, Suite 100
 Austin, Texas 78746
 Attn: William R. Volk
 Fax: (512) 236-3450

	
	 SBC Venture Capital Corporation
 175 East Houston, Room 1152
 San Antonio, Texas 78205

	
	 BellSouth Corporation
 1155 Peachtree Street N.W., Suite 1929
 Atlanta, Georgia 30309-3610

	
	 Tom Meredith


  

 A-8 










	
	Name and Address
	
	 Patrick D. Motola 1999 Exempt Trust
 Patrick Motola 1999 Exempt Trust
 Nancy Elizabeth Motola 1999 Exempt Trust
 Patrick D. Motola
 Nancy E. Motola
 c/o Motive Communications, Inc.
 12515 Research Blvd., Building 5
 Austin, Texas 78759

	
	 Hanzlik Family Limited Partnership

	
	 Nortel Networks Limited


  

 A-9 









 EXHIBIT B 
  

			
	 Founder

	  	 Shares of Common Stock
 Held by the Founder1


	 Scott L. Harmon
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	4,387,676
		
	 Michael J. Maples, Jr.
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	2,679,358
		
	 Scott R. Abel
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	2,681,358
		
	 Brian J. Vetter
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	1,417,559
		
	 Thomas W. Bereiter
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	1,490,231
		
	 Kip McClanahan
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	5,470,791
		
	 Kenny Van Zant
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	4,475,269
		
	 Adam Chibib
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	463,194
		
	 James Crow
 12515 Research Boulevard, Building 5
 Austin, Texas 78759
	  	2,660,257



	1	 	Includes shares beneficially held by the Founder and permitted transferees thereof 

  

 B-1