Related Party Transactions and Outside Related Director Information

Motive, Inc. (MOTV.PK)

4/6/2005 Proxy Information

In October 2002, we borrowed a total of $12.5 million pursuant to senior subordinated promissory notes, of which we borrowed $11.8 million from Austin Ventures VII, L.P. Mr. John Thornton is a general partner of Austin Ventures VII, L.P. and was a director of ours until September 2004. In connection with this transaction, we issued to Austin Ventures VII, L.P. a warrant to purchase an aggregate of 425,426 shares of common stock at an exercise price of $0.004 per share. Austin Ventures VII, L.P. exercised this warrant in June 2004 via the net exercise provisions included therein and as a result was issued 425,256 shares of our common stock. Funds affiliated with Austin Ventures owned approximately 16.48% of our outstanding shares as of March 25, 2005. The promissory note issued to Austin Ventures VII, L.P. was repaid in full with a portion of the proceeds we received from our initial public offering in June 2004.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify these directors and officers to the fullest extent permitted by Delaware law.