**Exhibit 10.22****10b5-1 Issuer Repurchase Instructions**     Issuer Securities Repurchase Instructions, dated December 1, 2006 (the “Instructions”),between Keynote Systems, Inc. (the “Issuer”) and B. Riley & Co., Inc. (the “Broker”).     **WHEREAS**, Issuer desires to repurchase shares of its common stock (the “Common Stock”),pursuant to its publicly announced Securities Repurchase Program (the “Program”); and     **WHEREAS**, Issuer desires to appoint Broker to repurchase shares of Common Stock on its behalfin accordance with this Instruction and the Program;     **NOW, THEREFORE**, the Issuer and Broker hereby agree as follows:1. **Trading Requirements** (Amount/Price/Date). a) Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stockin accordance with the formula set forth below on each odd day (e.g., 1, 3, 5, 7, 9,11, 13, 15, 17, 19, 21, 23, 25, 27, 29, 31) on which NASDAQ National Stock Market isopen for trading and the then applicable market price for the Common Stock is a priceof not more than $11.00 per share (the “Price Limitation”). In the event of subsequentstock split or reverse stock split by the Company, the Price Limitation shall also beproportionately adjusted by the stock split ratio at the time the Board of Directors ofthe Company effects such a stock split or reverse stock split.**OR**     Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stock inaccordance with the formula set forth below on each odd day (e.g., 1, 3, 5, 7, 9, 11,13, 15, 17, 19, 21, 23, 25, 27, 29, 31) on which NASDAQ National Stock Market is openfor trading and the then applicable market price for the Common Stock is as set forth inthe following table (the “Price Limitations”) where each Maximum Purchase Amountlimitation shall not be exceeded for Purchases between the Minimum Price and the MaximumPrice, and each Maximum Purchase Amount shall be treated as an independent instruction:               MaximumMinimum Price Maximum Price Amount  $11.00  1,000,000 shares b) Broker shall purchase an unlimited number of shares of Common Stock on the openNASDAQ national securities exchange market or in block purchases as defined in Rule10b-18 subject to (i) the Price Limitation, (ii) the termination provisions for thisInstruction as set forth in Section 2 below, and (iii) any other limitations as setforth in this Instruction.  c) Notwithstanding the foregoing, the total number of shares of Common Stock to bepurchased on any day shall not exceed either 10,000 shares per day (not including theallowable for cumulative catch up on days where less than 10,000 shares were purchased)or the then applicable volume limitation of Rule 10b-18 under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). Broker agrees to provide confirmationsof any purchases hereunder promptly.
 

 
2. **Effective Date/Termination.** The Instruction shall become effective on February 1,2007 and shall terminate upon the earlier of: a) December 31, 2007  b) Such time as the aggregate number of shares of Common Stock purchased underthis Instruction equals 1,000,000 shares;  c) Upon receipt of written notice from the Issuer requesting the termination ofthe Instruction; or  d) Any time any trade contemplated hereunder shall result in a violation of, oradverse change consequences under, applicable securities laws.3. **Representations and Warranties.** a) Issuer represents and warrants that the Purchase of Common Stock pursuant tothis Instruction has been duly authorized by the Issuer and is consistent with theIssuer’s Program.  b) Issuer understands that Broker may not be able to effect a Purchase due to amarket disruption or a legal, regulatory or contractual restriction applicable to theBroker. If any Purchase cannot be executed as required by paragraph 1, due to a marketdisruption, a legal, regulatory or contractual restriction applicable to the Broker orany other event, Broker agrees to effect such Purchase as promptly as practical afterthe cessation or termination of such market disruption, applicable restriction or otherevent.  c) Issuer represents and warrants that it is not aware of material, nonpublicinformation and is entering into this Instruction in good faith and not as part of aplan or scheme to evade the prohibition of Rule 10b5-1.3. **Commission to Broker**. $0.03 cents per share purchased and no other feesother than standard account fees will be assessed.4. **Compliance with the Securities Laws.** a) Broker agrees to comply with Rule 10b-18 under the Exchange Act in effectingany Purchase of Common Stock pursuant to this Instruction.  b) It is the intent of the parties that this Instruction comply with therequirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Instructionshall be interpreted to comply with the requirements of Rule 10b5-1(c).5. **Confidentiality.** “Confidential Information” means this Agreement and all informationdisclosed by the Issuer to the Broker, in writing, orally or by inspection of tangible media.Confidential Information shall not include any information which (a) was publicly known prior tothe time of disclosure; (b) becomes publicly known after disclosure by the Issuer through nowrongful action or omission of the Broker; (c) is obtained by the Broker from a third party withoutbreach of such third party’s obligations of confidentiality; or (d) is independently developed bythe Broker without access to the Issuer’s Confidential Information. Broker agrees (i) not to use ordisclose to any third party Confidential Information for any purpose other than as contemplated bythis Agreement, and (ii) to use reasonable efforts to protect the secrecy of and avoid unauthorizeduse and disclosure of the Confidential Information, including without limitation, using at leastthe same degree of care it uses to protect its own
 

 
confidential information. Notwithstanding the foregoing, Broker may use or disclose ConfidentialInformation to the extent necessary to exercise its rights or fulfill its obligations hereunder,and/or comply with applicable governmental regulations; provided that it Broker is required by lawto make any public disclosures of Confidential Information, to the extent it may legally do so, itwill give reasonable advance notice to the Issuer of such disclosure and will use its reasonableefforts to secure confidential treatment of Confidential Information prior to its disclosure.6. **Modification.** This Instruction may be modified by Issuer provided such modification (i)is in writing; (ii) is made in good faith and not as part of a plan or scheme to evade prohibitionsof Rule 10b-5; and (iii) is in accordance with the terms of the Program.7. **Governing Law**. The Instruction shall be governed by and constructed in accordance withthe laws of the State of California.     **IN WITNESS WHEREOF,** the undersigned have signed this Instruction as of the date firstwritten above.         By:  /s/Andrew D. Hamer  Name: Andrew D. Hamer   Title:  Chief Financial Officer         **B. Riley & Co., Inc.**