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 behalf in 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 Stock in
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 is open for trading and the then
applicable market price for the Common Stock is a price of not more
than $11.00 per share (the “Price Limitation”). In the
event of subsequent stock split or reverse stock split by the
Company, the Price Limitation shall also be proportionately
adjusted by the stock split ratio at the time the Board of
Directors of the Company effects such a stock split or reverse
stock split.
|
Broker shall
effect a repurchase (each a “Purchase”) of shares of
Common Stock in 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 is open for trading
and the then applicable market price for the Common Stock is as set
forth in the following table (the “Price Limitations”)
where each Maximum Purchase Amount limitation shall not be exceeded
for Purchases between the Minimum Price and the Maximum Price, and
each Maximum Purchase Amount shall be treated as an independent
instruction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
Minimum
Price
|
|
Maximum Price
|
|
Amount
|
|
|
|
$
|
11.00
|
|
|
1,000,000 shares
|
|
|
b)
|
|
Broker shall purchase an unlimited
number of shares of Common Stock on the open NASDAQ national
securities exchange market or in block purchases as defined in Rule
10b-18 subject to (i) the Price Limitation, (ii) the
termination provisions for this Instruction as set forth in
Section 2 below, and (iii) any other limitations as set
forth in this Instruction.
|
|
|
|
|
|
|
|
c)
|
|
Notwithstanding the foregoing, the
total number of shares of Common Stock to be purchased on any day
shall not exceed either 10,000 shares per day (not including the
allowable 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 Exchange Act of 1934, as
amended (the “Exchange Act”). Broker agrees to provide
confirmations of any purchases hereunder promptly.
|
|
