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Delaware		7372		22-3447504
(State of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Philip J. Niehoff, Esq.		William J. Whelan, III, Esq.
John R. Sagan, Esq.		LizabethAnn R. Eisen, Esq.
Mayer, Brown, Rowe & Maw LLP		Cravath, Swaine & Moore LLP
71 South Wacker Drive		825 Eighth Avenue
Chicago, Illinois 60606		New York, New York 10019
(312) 782-0600		(212) 474-1000

Title of Each Class of		Proposed Maximum		Amount of
Securities to Be Registered		Aggregate Offering Price		Registration Fee(1)
Common Stock, par value $0.01 per share		$150,000,000		$16,050(2)

(1)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	Previously paid.

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The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Underwriting

Proceeds to

Price to

Discounts and

Proceeds to

Selling

Public

Commissions

CommVault

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.

	Thomas Weisel Partners LLC

	RBC Capital Markets

	C.E. Unterberg, Towbin

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		Page
Prospectus Summary			1
Risk Factors			12
Forward-Looking Statements			28
Use of Proceeds			29
Dividend Policy			29
Capitalization			30
Dilution			33
Selected Financial Data			35
Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Business			52
Management			65
The Concurrent Private Placement			76
Principal and Selling Stockholders			77
Certain Relationships and Related Party Transactions			80
Description of Capital Stock			82
Shares Eligible for Future Sale			87
Certain United States Federal Tax Considerations to Non-U.S. Holders			90
Underwriting			93
Legal Matters			100
Experts			100
Where You Can Find More Information			101
Index to Consolidated Financial Statements and Schedule			F-1
EX-10.1: LOAN AND SECURITY AGREEMENT
EX-10.14: PURCHASE AGREEMENT
EX-10.15: PURCHASE AGREEMENT
EX-10.16: SERIES CC PURCHASE AGREEMENT
EX-10.17: SERIES CC PURCHASE AGREEMENT
EX-10.18: SOFTWARE LICENSE AGREEMENT
EX-10.19: ADDENDUM ONE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.20: ADDENDUM TWO TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.21: ADDENDUM THREE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.22: ADDENDUM FIVE TO THE LICENSE AND DISTRIBUTION AGREEMENT
EX-10.23: COMMVAULT SYSTEMS RESELLER AGREEMENT
EX-10.24: LETTER AGREEMENT
EX-10.25: STOCKHOLDERS AGREEMENT
EX-10.26: AMENDMENT TO THE STOCKHOLDERS AGREEMENT
EX-10.27: SECOND AMENDMENT TO THE STOCKHOLDERS AGREEMENT
EX-10.28: THIRD AMENDMENT TO THE STOCKHOLDERS AGREEMENT
EX-10.29: FOURTH AMENDMENT TO THE STOCKHOLDERS AGREEMENT
EX-10.30: FIFTH AMENDMENT TO THE STOCKHOLDERS AGREEMENT
EX-23.1: CONSENT OF ERNST & YOUNG LLP

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	•	the unpredictability of the timing and magnitude of orders for our software applications — during fiscal 2005 and 2006, a majority of our quarterly revenues was earned and recorded near the end of each quarter;
	•	the possibility that our customers may cancel, defer or limit purchases as a result of reduced information technology budgets;
	•	the possibility that our customers may defer purchases of our software applications in anticipation of new software applications or updates from us or our competitors;
	•	the ability of our original equipment manufacturers and resellers to meet their sales objectives;
	•	market acceptance of our new applications and enhancements;
	•	our ability to control expenses;
	•	changes in our pricing and distribution terms or those of our competitors;
	•	the demands on our management, sales force and services infrastructure as a result of the introduction of new software applications or updates; and
	•	the possibility that our business will be adversely affected as a result of the threat of terrorism or military actions taken by the United States or its allies.

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	•	our customers’ budgetary constraints;
	•	the timing of our customers’ budget cycles and approval processes;
	•	our customers’ willingness to replace their current software solutions;
	•	our need to educate potential customers about the uses and benefits of our products and services; and
	•	the timing of the expiration of our customers’ current license agreements or outsourcing agreements for similar services.

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	•	continuing to retain, motivate and manage our existing employees and attract and integrate new employees;
	•	continuing to provide a high level of services to an increasing number of customers;
	•	maintaining the quality of product and services offerings while controlling our expenses;
	•	developing new sales channels that broaden the distribution of our software applications and services; and
	•	developing, implementing and improving our operational, financial, accounting and other internal systems and controls on a timely basis.

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	•	competitive pricing pressure on the rates that we can charge for our services;
	•	the complexity of our customers’ information technology environments and the existence of multiple non-integrated legacy databases;
	•	the resources directed by our customers to their implementation projects; and
	•	the extent to which outside consulting organizations provide services directly to customers.

	•	difficulties in staffing and managing our international operations;
	•	foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls;
	•	general economic conditions in the countries in which we operate, including seasonal reductions in business activity in the summer months in Europe and in other periods in other countries, could have an adverse effect on our earnings from operations in those countries;
	•	imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements may occur, including those pertaining to export duties and quotas, trade and employment restrictions;
	•	longer payment cycles for sales in foreign countries and difficulties in collecting accounts receivable;
	•	competition from local suppliers;
	•	costs and delays associated with developing software in multiple languages; and
	•	political unrest, war or acts of terrorism.

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	•	patents;
	•	copyright and trademark laws;
	•	trade secrets;
	•	confidentiality procedures; and
	•	contractual provisions.

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	•	diversion of management’s attention during the acquisition and integration process;
	•	costs, delays and difficulties of integrating the acquired company’s operations, technologies and personnel into our existing operations and organization;
	•	adverse impact on earnings as a result of amortizing the acquired company’s intangible assets or impairment charges related to write-downs of goodwill related to acquisitions;
	•	issuances of equity securities to pay for acquisitions, which may be dilutive to existing stockholders;
	•	potential loss of customers or key employees of acquired companies;
	•	impact on our financial condition due to the timing of the acquisition or our failure to meet operating expectations for acquired businesses; and
	•	assumption of unknown liabilities of the acquired company.

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	•	variations in our quarterly or annual operating results;
	•	changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by securities analysts following our business;
	•	the public’s response to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;
	•	changes in accounting standards, policies, guidance or interpretations or principles;

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	•	sales of common stock by our directors, officers and significant stockholders;
	•	announcements of technological innovations or enhanced or new products by us or our competitors;
	•	our failure to achieve operating results consistent with securities analysts’ projections;
	•	the operating and stock price performance of other companies that investors may deem comparable to us;
	•	broad market and industry factors; and
	•	other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

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	•	our ability to issue preferred stock with terms that the board of directors may determine, without stockholder approval;
	•	a classified board in which only a third of the total board members will be elected at each annual stockholder meeting;
	•	advance notice requirements for stockholder proposals and nominations; and
	•	limitations on convening stockholder meetings.

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	•	on an actual basis;
	•	on a pro forma basis after giving effect to each of the following events as if each had occurred at March 31, 2006:

	•	The issuance on June 15, 2006 of a total of                     shares of common stock upon the cashless exercise of a warrant held by Dell Ventures, L.P. and pursuant to preemptive rights held by the holders of Series AA, BB and CC preferred stock that were triggered by the exercise of the warrant;
	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock upon the closing of this offering;
	•	the payment of $           million in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock upon the completion of this offering (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

	•	on a pro forma as adjusted basis after giving effect to our receipt of the net proceeds from our sale of                      shares of common stock in this offering at an assumed public offering price of $           (the midpoint of the estimated price range shown on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as if it had occurred at March 31, 2006.

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					As of March 31, 2006
													Pro Forma As
					Actual				Pro Forma				Adjusted(1)
					(In thousands, except share and
					per share amounts)
Cash and cash equivalents					$	48,039			$				$
Total current liabilities					$	44,015			$				$
Long-term debt:
	Term loan, less current portion				$	—			$				$
Cumulative redeemable convertible preferred stock, $0.01 par value per share, authorized in Series A, B, C, D and E: 7,000,000 total shares authorized, 3,166,254 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted						99,168				—				—
Stockholders’ deficit:
	Convertible preferred stock, $0.01 par value per share, authorized in Series AA, BB and CC: 22,150,000 total shares authorized, 19,251,820 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					94,352				—				—
	Preferred stock, $0.01 par value per share, no shares authorized, issued or outstanding, actual or pro forma;         shares authorized, no shares issued or outstanding, pro forma as adjusted					—				—				—
	Common stock, par value $0.01 per share,            shares authorized,            shares issued and outstanding, actual;            shares authorized,            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted					379
	Additional paid-in capital					4,506
	Deferred compensation					(8,134	)
	Accumulated deficit					(165,148	)
	Accumulated other comprehensive loss					381
		Total stockholders’ equity (deficit)				(73,664	)
			Total capitalization		$	25,504			$				$

(1)

A $1.00 increase in the assumed initial public offering price of $           per share would increase each of cash and cash equivalents, additional paid-in capital and total capitalization by $           million and would decrease borrowings under our new term loan and total stockholders’ deficit by $           million and $           million, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 decrease in the assumed initial public offering price of $           per share would decrease each of cash and cash equivalents, additional paid-in capital and total capitalization by $           million and would increase borrowings under our new term loan and total stockholders’ deficit by $           million and $           million, respectively, assuming the number of shares offered by us, as set forth on the cover

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	page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Share information above excludes:

	•	shares of common stock available for issuance under our 1996 Stock Option Plan, including                      shares of common stock issuable upon exercise of outstanding stock options as of                     , 2006 at a weighted average exercise price of $           per share; and
	•	shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

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	•	The issuance on June 15, 2006 of a total of                     shares of common stock upon the cashless exercise of a warrant held by Dell Ventures, L.P. and pursuant to preemptive rights held by the holders of Series AA, BB and CC preferred stock that were triggered by the exercise of the warrant;
	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock;
	•	the payment of $           million in cash in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

Assumed initial public offering price per share					$
	Pro forma net tangible book value per share as of March 31, 2006		$
	Increase per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors					$

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			Shares Purchased								Total Consideration								Average
																			Price per
			Number				Percent				Amount				Percent				Share
			(In thousands, except share and per share data)
Existing stockholders									%		$						%		$
New investors
	Total							100.0	%		$					100.0	%		$

	•	shares of common stock available for issuance under our 1996 Stock Option Plan, including                      shares of common stock issuable upon exercise of outstanding stock options as of                     , 2006 at a weighted average exercise price of $           per share; and
	•	shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

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					For the Year Ended March 31,
					2002				2003				2004				2005				2006
					(In thousands, except per share data)
Statement of Operations Data:
Revenues:
	Software:
		QiNetix			$	17,460			$	29,485			$	39,474			$	49,598			$	62,422
		Vault 98				314				—				—				—				—
			Total software			17,774				29,485				39,474				49,598				62,422
	Services					11,677				14,840				21,772				33,031				47,050
	Hardware, supplies and other					1,397				94				—				—				—
			Total revenues			30,848				44,419				61,246				82,629				109,472
Cost of revenues:
	QiNetix software					255				932				1,168				1,497				1,764
	Vault 98 software					1				—				—				—				—
	Services					6,449				6,095				8,049				9,975				13,231
	Hardware, supplies and other					1,146				72				—				—				—
			Total cost of revenues			7,851				7,099				9,217				11,472				14,995
Gross margin						22,997				37,320				52,029				71,157				94,477
Operating expenses:
	Sales and marketing					27,352				29,842				37,592				43,248				51,326
	Research and development					15,867				16,153				16,214				17,239				19,301
	General and administrative					6,291				6,332				8,599				8,955				12,275
	Depreciation and amortization					3,021				1,752				1,396				1,390				1,623
	Goodwill impairment					1,194				—				—				—				—
Income (loss) from operations						(30,728	)			(16,759	)			(11,772	)			325				9,952
Interest expense						(22	)			—				(60	)			(14	)			(7	)
Interest income						631				297				134				346				1,262
Income (loss) before income taxes						(30,119	)			(16,462	)			(11,698	)			657				11,207
Income tax (expense) benefit						232				52				—				(174	)			(451	)
Net income (loss)						(29,887	)			(16,410	)			(11,698	)			483				10,756
Less: accretion of preferred stock dividends						(5,661	)			(5,661	)			(5,676	)			(5,661	)			(5,661	)
Net income (loss) attributable to common stockholders					$	(35,548	)		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	5,095
Net income (loss) attributable to common stockholders per share:
	Basic				$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	0.09
	Diluted				$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	0.08
Weighted average shares used in computing per share amounts:
	Basic					36,224				36,741				37,201				37,424				37,678
	Diluted					36,224				36,741				37,201				37,424				61,866

			As of March 31,
			2002				2003				2004				2005				2006
			(In thousands)
Balance Sheet Data:
Cash and cash equivalents			$	27,704			$	7,611			$	22,958			$	24,795			$	48,039
Working capital				20,626				5,633				13,164				13,441				24,139
Total assets				37,802				26,489				41,779				47,513				72,568
Cumulative redeemable convertible preferred stock:
	Series A through E, at liquidation value			76,508				82,170				87,846				93,507				99,168
Total stockholders’ deficit				(53,554	)			(75,561	)			(75,910	)			(81,010	)			(73,664	)

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	History and Background

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	Sources of Revenues

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	Description of Costs and Expenses

	•	Cost of Software Revenue, consists primarily of third party royalties and other costs such as media, manuals, translation and distribution costs;
	•	Cost of Services Revenue, consists primarily of salary and employee benefit costs in providing customer support and other professional services; and
	•	Cost of Hardware, Supplies and Other Revenue, consists primarily of third party costs related to the procurement of products for resale to our customers. We substantially completed the phase out of our sales of third party hardware in September 2001.

	•	Sales and Marketing, consists primarily of salaries, commissions, employee benefits and other direct and indirect business expenses, including travel related expenses, sales promotion expenses, public relations expenses and costs for marketing materials and other marketing events (such as trade shows and advertising);
	•	Research and Development, which is primarily the expense of developing new software applications and modifying existing software applications, consists principally of salaries and benefits for research and development personnel and related expenses; contract labor expense and consulting fees as well as other expenses associated with the design, certification and testing of our software applications; and legal costs associated with the patent registration of such software applications;
	•	General and Administrative, consists primarily of salaries and benefits for our executive, accounting, human resources, legal, information systems and other administrative personnel. Also included in this category are other general corporate expenses, such as outside legal and accounting services and insurance; and
	•	Depreciation and Amortization, consists of depreciation expense primarily for computer equipment we use for information services and in our development and test labs.

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	Revenue Recognition

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	Stock-Based Compensation

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		Number of								Retrospective Fair
		Options								Value per
Grant Date		Granted				Exercise Price				Common Share				Intrinsic Value
May 5, 2005			719,500			$	2.25			$	3.46			$	1.21
July 29, 2005			922,750				2.35				4.18				1.83
September 19, 2005			1,600,000				2.35				4.59				2.24
November 3, 2005			749,000				3.35				5.17				1.82
January 26, 2006			668,700				3.75				5.54				1.79
March 2, 2006			327,250				4.05				6.42				2.37

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	•	For the three months ended March 31, 2005, we had the most profitable quarter in our history, generating earnings of approximately $1.6 million;
	•	We achieved our first fiscal year of profitability for the year ended March 31, 2005;
	•	We entered into an original equipment manufacturer arrangement with Hitachi Data Systems; and
	•	The possibility of an initial public offering remained relatively low and a probability estimate of 30% was assigned under the PWER method as a result of the significant milestones to be achieved.

	•	For the three months ended June 30, 2005, revenues and earnings exceeded budget;
	•	We increased our earnings forecast for the remainder of fiscal 2006; and
	•	We increased the probability estimate for the initial public offering scenario under the PWER method to 40% as a result of our revenues and earnings exceeding budget.

	•	For the three and six months ended September 30, 2005, earnings exceeded our original budget and revised forecasts;
	•	In the six months ended September 30, 2005, we started to achieve substantial revenue growth from our original equipment manufacturer arrangements with Dell and Hitachi Data Systems; and
	•	We increased the probability estimate for the initial public offering scenario under the PWER method to 60% as a result of our earnings exceeding forecast and the substantial revenue growth we achieved from our original equipment manufacturer agreements.

	•	On January 10, 2006, we initiated the process of an initial public offering when we held an organizational meeting; as a result, we increased the initial public offering scenario to 65% under the PWER method;
	•	We achieved consecutive quarters of profitability for the first time;

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	•	For the three and nine months ended December 31, 2005, earnings exceeded our original budget and revised forecasts; and
	•	We continued to generate cash flows from operations significantly exceeding budgeted, revised forecast and prior year amounts.

	Accounting for Income Taxes

	Software Development Costs

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				For the Year Ended
				March 31,
				2004				2005				2006
Revenues:
	Software				64	%			60	%			57	%
	Services				36				40				43
		Total revenues			100				100				100	%
Cost of revenues:
	Software				2	%			2	%			2	%
	Services				13				12				12
		Total cost of revenues			15				14				14
Gross margin					85	%			86	%			86	%

	Fiscal year ended March 31, 2006 compared to fiscal year ended March 31, 2005

	Revenues

	Cost of Revenues

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	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

	Fiscal year ended March 31, 2005 compared to fiscal year ended March 31, 2004

	Revenues

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	Cost of Revenues

	Operating Expenses

	Interest Income

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	Income Tax (Expense) Benefit

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			Preferred				Total
Date of Financing			Stock Series				Amount
			(In millions)
May 1996				A			$	30.7
July 1997				B				5.2
December 1997				C				5.0
October 1998				D				3.0
March 1999				E				3.0
April 2000				AA				25.0
December 2000				BB				33.4
February 2002				CC				21.3
September 2003				CC				14.7
	Total						$	141.3

	•	$14.85 per share, or $47.0 million in the aggregate; and
	•	accumulated and unpaid dividends of $1.788 per share per year since the date the shares of preferred stock were issued, or $           million in the aggregate, assuming that this offering closes on                     2006.

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		Payments Due By March 31,
Contractual Obligations(1)		Total				2007				2008				2009				2010				2011				Thereafter
Operating leases		$	6,293			$	2,784			$	2,392			$	891			$	178			$	48			$	—

(1)

In connection with this offering, we intend to enter into a new $20 million term loan pursuant to which we intend to borrow $           million on or immediately prior to the closing date of this offering. We estimate the payments under this term loan will be $           million in fiscal 2007, $           million in fiscal 2008 and $           million in fiscal 2009. The term loan will mature in fiscal 2009.

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	Interest Rate Risk

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•	high-performance data protection, including backup and recovery;
•	disaster recovery of data;
•	data migration and archiving;
•	global availability of data;
•	replication of data;
•	creation and management of copies of stored data;
•	storage resource discovery and usage tracking;
•	data classification; and
•	management and operational reports and troubleshooting tools.

	•	an indexing engine that systematically identifies and organizes all data, users and devices accessible to our software products;
	•	a cataloging engine that contains a global database describing the nature of all data, such as the users, applications and storage with which it is associated;
	•	a policy engine that enables customers to set rules to automate the management of data;
	•	a data movement engine that transports data using network communication protocols; and
	•	a media management engine that controls and catalogs disk, tape and optical storage devices, as well as the data written to them.

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	•	Effective Management of Widely Distributed and Networked Data. Most existing data management software products were designed to manage local server-attached storage environments, and do not as easily or effectively manage data in today’s heterogeneous, widely distributed and tiered storage architectures.
	•	Ease of Data Management Application Integration. A number of vendors offering point products have attempted to address distributed and networked storage management requirements, but these disparate products are not easily integrated with other data management applications and can result in additional costs to the user, including storage infrastructure costs and higher implementation, training, administration, maintenance and support costs.
	•	Global Scalability. Data management solutions consisting of combinations of point products initially designed to address server-attached storage environments have underlying software architectures that are both cumbersome to deploy and more difficult to scale across networked storage and geographic boundaries.
	•	Centralized Data Management. Most data management solutions consisting of combinations of point products lack the ability to comprehensively manage all data management applications across the global enterprise from a single, unified point of control.
	•	Ability to Effectively Prioritize Stored Data Across Applications. Several existing solutions include combinations of point products that attempt to manage data based on its assigned priority in a tiered storage environment. However, these offerings lack a specifically designed tiered storage management architecture that can seamlessly integrate the classification, indexing and cataloging of data with features that enable user-defined policies and automated migration of data across a tiered storage environment.
	•	Lower Total Cost of Ownership. The inherent limitations of many data management software products can result in increased capital and operating costs. These costs are related to the increased use of storage hardware and media, additional infrastructure requirements (such as servers and storage network devices) and higher personnel costs, including implementation, training, administration, maintenance and support.

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	•	Dynamic Management of Widely Distributed and Networked Data. QiNetix is specifically designed to optimize management of data on tiered storage and widely distributed data environments, including SAN and NAS. Our architecture enables the creation of policies that automate the movement of data based on business goals for availability, recoverability and disaster tolerance. User-defined policies determine the storage media on which data should reside based on its assigned value.
	•	Unified Suite of Applications Built upon a Common Technology Engine. All QiNetix applications share common components of our underlying software code, which drives significant cost savings versus the point products or loosely integrated solutions offered by our competitors. In addition, we believe that each of the individual data management applications in our QiNetix suite delivers superior performance, functionality and total cost of ownership benefits. These solutions can be delivered to our customers either as part of our unified suite or as stand-alone applications. We also believe that our architecture will allow us to more rapidly introduce new applications that will enable us to expand beyond our current addressable market.
	•	Global Scalability and Seamless Centralized Data Management. Our software is highly scalable, enabling our customers to keep pace with the growth of data and technologies deployed in their enterprises. We use the same underlying software architecture for large global enterprise, small and medium sized business and government agency deployments. We offer a centralized, browser-based management console from which policies automatically move data according to users’ needs for data access, availability and cost objectives. With QiNetix, our customers can automate the discovery, management and monitoring of enterprise-wide storage resources and applications.
	•	State-of-the-Art Customer Support Services. We offer 24/7 global technical support. Our support operations center at our Oceanport, New Jersey headquarters is complemented by local support resources, including centers in Europe, Australia, India and China. Our worldwide customer support organization provides comprehensive local and remote customer care to effectively address issues in today’s complex storage networking infrastructures. Our customer support process includes the expertise of product development, field and customer support engineers. In addition, we incorporate into our software many self-diagnostic and troubleshooting capabilities and provide automated web-based support capabilities to our customers. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system.
	•	Superior Professional Services. We are committed to providing high-value, superior professional services to our customers. Our Global Professional Services group provides complete business solutions that complement our software sales and improve the overall user experience. Our end-to-end services include assessment and design, implementation, post-deployment and training services. These services help our customers improve the protection, disaster recovery, availability, security and regulatory compliance of their global data assets while minimizing the overall cost and complexity of their data infrastructures.

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	•	Lower Total Cost of Ownership. Our software solutions built on our QiNetix architecture enable our customers to realize compelling total cost of ownership benefits, including reduced capital costs, operating expenses and support costs.

	•	Extending our Technology Leadership, Product Breadth and Addressable Markets. We intend to use our technology base, internal development capabilities and strategic industry relationships to extend our technology leadership in providing software to manage globally distributed data. Specifically, we plan to continuously enhance existing software applications and introduce new data management software applications that address emerging data and storage management trends, incorporate advances in hardware and software technologies as they become available and take advantage of market opportunities.
	•	Enhancing and Expanding our Customer Support and Other Professional Services Offerings. We plan to continue investing in the people, partners, technologies, software and services enhancements necessary to provide our customers with the industry’s most comprehensive product support and professional services. We intend to continue creating and delivering innovative services offerings and product enhancements that result in faster deployment of our software, simpler system administration and rapid resolution of problems. We also intend to enhance our web-based support initiatives and broaden our global support infrastructure.
	•	Expanding Distribution Channels and Geographic Markets Served. We plan to continue investing in the expansion of our distribution channels, both geographically and across all enterprises. We intend to maintain and grow our direct sales force as well as our distribution relationships, including those with value-added resellers, corporate resellers, systems integrators and original equipment manufacturers. We have made significant investments to extend our global reach, such as establishing sales and support offices in China and a development and support office in India. We intend to continue making investments to extend our global reach and increase our distribution throughout the Americas, Europe, Australia and Asia.
	•	Broadening and Developing Strategic Relationships. We plan to broaden our distribution and technology partnerships to increase existing product sales and introduce new applications. Our unified platform simplifies integration with our partners’ solutions and the implementation of unique functionality to meet their needs. We also intend to broaden our existing relationships and develop new relationships with leading technology partners, including software application and infrastructure hardware vendors. We believe that these types of strategic relationships will allow us to package and distribute our data management software to our partners’ customers, increase sales of our software through joint-selling and marketing arrangements and increase our insight into future industry trends.

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QiNetix Suite of Data Management Applications		Functionality
• Galaxy Backup and Recovery		High-performance backup and restoration of enterprise data
• QuickRecovery		Recovery of files and applications by taking advantage of snapshot technologies
• ContinuousDataReplicator		Continuous capture of changes to data and copying of those changes to a secondary location for disaster recovery and fast recovery of individual files
• DataMigrator		Active migration and archiving of data to less expensive secondary storage indexed for search and retrieval
• DataArchiver		Archiving and indexing of e-mail messages and attachments for compliance and legal discovery purposes
• Data Classification		Creation of a catalog of key attributes about primary data to enable intelligent, automated policy-based data movement and management
• StorageManager		Storage resource discovery and usage tracking of applications, files, organizations and individual users
• QNet		Consolidated management and reporting on data management service levels and data movement operations

	QiNetix Galaxy Backup and Recovery

	QiNetix QuickRecovery

	QiNetix ContinuousDataReplicator

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	QiNetix DataMigrator

	QiNetix DataArchiver

	QiNetix Data Classification

	QiNetix StorageManager

	QiNetix QNet

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	•	Real-Time Support. Our support staff are available 24/7 by telephone to provide first response and manage the resolution of customer issues. In addition to phone support, our customers have access to an online product support database for help with troubleshooting and operational questions. Innovative use of web-based diagnostic tools provides problem analysis and resolution often without the need for onsite support personnel. Our software design is also an important element in our comprehensive customer support, including “root cause” problem analysis, intelligent alerting and troubleshooting assistance. Our software is directly linked to our online support database allowing customers to analyze problems without engaging our technical support personnel.
	•	Significant Network and Hardware Expertise. Our support engineers have extensive knowledge of complex applications, servers and networks. We proactively take ownership of the customer’s problem, regardless of whether the issue is directly related to our products or to those of another vendor. We have also developed and maintain a knowledge library of storage systems and software products to further enable our support organization to quickly and effectively resolve customer problems.
	•	Global Operations. We enhanced our Oceanport, New Jersey support operations with a new state-of-the-art technical support center which became operational in April 2006. We also have established key support operations in Hyderabad, India, Oberhausen, Germany and Shanghai, China, which are complemented by regional support centers in other worldwide locations. Furthermore, we have implemented a voice-over-IP telephony system to tie our worldwide support centers together with an integrated call center messaging and trouble ticket management system. We have designed our support infrastructure to be able to scale with the increasing globalization of our customers.

	•	Assessment and Design Services. Our assessment and design services assist customers in determining data and storage management requirements, designing solutions to meet those requirements and planning for successful implementation and deployment.

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	•	Implementation and Post-deployment Services. Our professional services team helps customers efficiently configure, install and deploy our QiNetix suite based on specified business objectives. Our SystemCare Review Services assist our customers with assessing the post-deployment operational performance of our QiNetix suite.
	•	Training Services. We provide global onsite and offsite training for our products. Packaged or customized customer training courses are available in instructor-led or computer-based formats. We offer in-depth training and certification for our resellers in pre- and post-sales support methodologies, including web access to customizable documentation and training materials.

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	•	one CommServe;
	•	one or more MediaAgents; and
	•	one or more iDataAgents.

	•	CommServe. The CommServe acts as the command and control center of the CommCell and handles all requests for activity between MediaAgent and iDataAgent components. The CommServe contains the centralized event and job managers and the index catalog. This database includes information about where data resides, such as the library, media and content of data. The centralized event manager logs all events, providing unified notification of important events. The job manager automates and monitors all jobs across the CommCell.
	•	MediaAgent. The MediaAgent is a media independent module that is responsible for managing the movement of data between the iDataAgents and the physical storage devices. Our MediaAgents communicate with a broad range of storage devices, generating an index for use by each of our QiNetix applications. The MediaAgent software supports most storage devices, including automated magnetic tape libraries, tape stackers and loaders, standalone tape drives and magnetic storage devices, magneto-optical libraries, virtual tape libraries, DVD-RAM and CD-RW devices.
	•	iDataAgent. The iDataAgent is a software module that resides on the server or other computing device and controls the data being protected, replicated, migrated or archived, often referred to simply as the “client” software. iDataAgents communicate with most open and network file systems and enterprise relational databases and applications, such as Microsoft Exchange, Microsoft SharePoint, Notes Domino Server, GroupWise, Oracle, Informix, Sybase, DB2 and SAP, to generate application aware indexes pertinent to granular recovery of application objects. The agent software contains the logic necessary to extract (or recover) data and send it to (or receive it from) the MediaAgent software.

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	•	CA (formerly known as Computer Associates International, Inc.);
	•	EMC;
	•	Hewlett-Packard;
	•	IBM; and
	•	Symantec.

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Name		Age				Position
N. Robert Hammer			64			Chairman, President and Chief Executive Officer
Alan G. Bunte			52			Executive Vice President and Chief Operating Officer
Louis F. Miceli			57			Vice President and Chief Financial Officer
Ron Miiller			38			Vice President of Sales, Americas
Anand Prahlad			38			Vice President, Product Development
Suresh P. Reddy			43			Vice President, Worldwide Technical Services & Support
Steven Rose			48			Vice President, Europe, Middle East and Asia
David West			40			Vice President, Marketing and Business Development
Thomas Barry(1)(2)			48			Director
Frank J. Fanzilli, Jr.(3)			49			Director
Armando Geday			44			Director
Keith Geeslin(3)			52			Director
Edward A. Johnson			43			Director*
F. Robert Kurimsky(1)(2)			67			Director
Daniel Pulver(3)			37			Director
Gary B. Smith(2)			45			Director
David F. Walker(1)(2)			52			Director

	*	Mr. Johnson will resign as a director immediately prior to the closing of the offering.

(1)	Member of the Audit Committee.
(2)	Member of the Nominations and Governance Committee.
(3)	Member of the Compensation Committee.

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	•	Mr. Fanzilli formerly served in several capacities at Credit Suisse Securities (USA) LLC. Affiliates of Credit Suisse Securities (USA) LLC hold 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Mr. Geeslin was formerly a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Mr. Pulver was formerly a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering.

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																		Long-Term
						Annual Compensation												Compensation Awards
														Other Annual				Securities Underlying
Name and Principal Position		Year				Salary				Bonus				Compensation(1)				Options
N. Robert Hammer			2006			$	363,462			$	236,250			$	70,930(2)
Chairman, President and Chief Executive Officer
Alan G. Bunte			2006				264,546				123,000
Executive Vice President and Chief Operating Officer
Louis F. Miceli			2006				257,631				123,000
Vice President and Chief Financial Officer
David West			2006				221,154				63,000
Vice President, Marketing and Business Development
Ron Miiller			2006				207,692				189,820
Vice President of Sales, Americas
Scott Mercer(3)			2006				179,111				173,968
Vice President, Europe, Middle East and Asia

(1)	Other than Mr. Hammer, none of our six most highly-compensated executive officers received other annual compensation exceeding $50,000 for the year ended March 31, 2006.
(2)	Mr. Hammer’s other annual compensation for the year ended March 31, 2006 included our payment of $23,504 for airfare for Mr. Hammer between his residence in Florida and our headquarters in Oceanport, New Jersey and $22,200 related to housing costs for the rental of an apartment for Mr. Hammer in New Jersey. No other item of Mr. Hammer’s other annual compensation individually exceeded 25% of Mr. Hammer’s total other annual compensation for the year ended March 31, 2006.
(3)	Mr. Mercer passed away in January 2006.

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Individual Grants

Potential Realizable

Value at Assumed Annual

Number of

Percent of

Rates of Stock Price

Securities

Total Options

Appreciation for

Underlying

Granted to

Exercise

Option Term(2)

Options

Employees in

Price per

Expiration

Name

Granted

Fiscal Year(1)

Share

Date

5%

10%

N. Robert Hammer

%

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

(1)	Based on options to purchase an aggregate of            shares of common stock granted by us during the year ended March 31, 2006.
(2)	Potential realizable values are net of exercise price, but before the payment of taxes associated with exercise. Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent our estimate or projection of our future common stock prices. These amounts represent certain assumed rates of appreciation in the value of the common stock from the fair market value on the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of the common stock and overall stock market conditions. The amounts reflected in the table may not necessarily be achieved.
(3)	Mr. Mercer passed away in January 2006.

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Number of Securities

Value of Unexercised

Shares

Underlying Unexercised

In-the-Money Options

Acquired

Options at March 31, 2005

at March 31, 2005(2)

on

Value

Name

Exercise

Realized(1)

Exercisable

Unexercisable

Exercisable

Unexercisable

N. Robert Hammer

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

(1)	Based on the fair market value of our common stock on the date of exercise of the options, as determined by the board of directors, less the applicable exercise price per share, multiplied by the number of shares issued upon exercise of the option.
(2)	There was no public trading market for our common stock as of March 31, 2006. Accordingly, these values have been calculated on the basis of an assumed initial offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus), less the applicable exercise price per share, multiplied by the number of shares underlying such options.
(3)	Mr. Mercer passed away in January 2006.

	1996 Stock Option Plan

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	2006 Long-Term Stock Incentive Plan

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	•	each person who we know beneficially owns more than 5% of our common stock;
	•	our directors and named executive officers;
	•	all of our directors and executive officers as a group; and
	•	the selling stockholders.

Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

N. Robert Hammer(1)

Alan G. Bunte(2)

Louis F. Miceli(3)

David West(4)

Ron Miiller(5)

Anand Prahlad(6)

Suresh P. Reddy(7)

Thomas Barry(8)

Frank J. Fanzilli, Jr.(9)

Armando Geday(10)

Keith Geeslin(11)

Edward A. Johnson

F. Robert Kurimsky(12)

Daniel Pulver

Gary B. Smith(13)

David F. Walker

Putnam OTC and Emerging Growth Fund(14)

TH Lee, Putnam Investment Trust(14)

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Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

Putnam Discovery Growth Fund(14)

Putnam World Trust II — Putnam Emerging Information Sciences Fund(14)

DLJ Capital Corporation(15)

DLJ ESC II, L.P.(15)

DLJ First ESC, L.P.(15)

DLJ International Partners, C.V.(15)

DLJMB Funding, Inc.(15)

DLJ Merchant Banking Partners, L.P.(15)

DLJ Offshore Partners, C.V.(15)

Sprout IX Plan Investors, L.P.(15)

Sprout Capital VII, L.P.(15)

Sprout Capital IX, L.P.(15)

Sprout CEO Fund, L.P.(15)

Sprout Entrepreneurs’ Fund, L.P.(15)

Sprout Growth II, L.P.(15)

All directors and named executive officers as a group(16)

	*	Less than 1%.

	(1)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(2)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(3)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(4)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(5)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(6)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(7)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(8)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
	(9)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.

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(10)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(11)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(12)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(13)	Includes options to acquire                      shares of common stock which are exercisable within 60 days of                     , 2006.
(14)	These entities are affiliates of Putnam Investment Management, LLC, One Post Office Square, Boston, Massachusetts 02109.
(15)	These entities are affiliates of Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York 10010-3629.                     of these shares are subject to a voting trust agreement. The trustee of the voting trust is Wells Fargo Bank, N.A. and its address is                     . See “Description of Capital Stock — Voting Trust Agreement” for more information regarding this agreement.
(16)	Includes options to acquire shares of common stock which are exercisable within 60 days of                     , 2006.

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	•	Affiliates of Credit Suisse Securities (USA) LLC will receive approximately $                million in cash upon the completion of the offering.
	•	Thomas Barry, one of our directors, holds directly 10,166 shares of our Series B preferred stock, which will be converted into            shares of our common stock and the right to receive approximately $                million in cash upon the completion of the offering.
	•	Edward A. Johnson, one of our directors, is currently a managing director of Credit Suisse Securities (USA) LLC and a partner at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering. Mr. Johnson will resign his position as a director of our company immediately prior to the completion of the offering.
	•	Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Affiliates of Credit Suisse Securities (USA) LLC hold 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                 shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Keith Geeslin, one of our directors, was formerly a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. The Sprout Group, together with its affiliates, holds 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Daniel Pulver, one of our directors, was formerly a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. DLJ Merchant Banking funds hold 1,299,426 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	N. Robert Hammer, our chairman, president and chief executive officer, was a partner of the Sprout Group until November 2003. The Sprout Group, together with its affiliates, holds

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		3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering. Mr. Hammer also holds directly 3,333 shares of our Series B preferred stock and beneficially owns 47,204 shares of our Series D preferred stock, which will collectively be converted into                      shares of our common stock and the right to receive $           million in cash upon the completion of the offering.
	•	Louis F. Miceli, our vice president and chief financial officer, purchased and holds 1,667 shares of our Series B preferred stock as a direct investment, which will be converted into                      shares of our common stock and the right to receive approximately $           million in cash upon the completion of the offering.
	•	Messrs. Barry, Fanzilli, Geeslin, Pulver, Hammer and Bunte also own limited partnership interests in certain investment funds associated with the Sprout Group and DLJ Merchant Banking, which investment funds collectively own                 shares of our common stock and preferred stock which will be converted into the right to receive                 shares of our common stock and $                million in cash upon completion of the offering. The ownership interests of Messrs. Barry, Fanzilli, Greeslin, Pulver, Hammer and Bunte in these funds in the aggregate is less than 10% of the total membership interests in these funds.

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	•	the tenth anniversary of the agreement;
	•	the written election of Credit Suisse First Boston Private Equity, Inc., an affiliate of Credit Suisse Securities (USA) LLC, Credit Suisse Securities (USA) LLC or the holders of the majority of the shares of common stock subject to the voting trust agreement and the satisfaction of specified requirements; or
	•	the transfer of all of the shares of common stock subject to the voting trust agreement in a matter permitted thereunder.

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	Board of Directors

	•	that the board of directors be divided into three classes, as nearly equal in size as possible, with staggered three-year terms;
	•	that directors may be removed only for cause by the affirmative vote of the holders of at least 662/3 % of the shares of our capital stock entitled to vote; and
	•	that any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of a majority of the directors then in office.

	Stockholder Actions and Special Meetings

	•	any action required or permitted to be taken by the stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting and may not be taken by written action in lieu of a meeting; and
	•	special meetings of the stockholders may only be called by the chairman of the board of directors, our chief executive officer, or by the board of directors.

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	Board Consideration of Change of Control Transactions

	•	a comparison of the proposed consideration to be received by stockholders in relation to the then current market price of our capital stock; and
	•	the impact of the transaction on our employees, suppliers and customers and its effect on the communities in which we operate.

	Amendment

	Preferred Stock

	•	prior to that date, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
	•	upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than statutorily excluded shares; or

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	•	on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3 % of the outstanding voting stock which is not owned by the interested stockholder.

	•	any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and
	•	the affiliates and associates of any such person.

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Maximum Number
of Shares		Date
		After the date of this prospectus
		After 90 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)
		After 100 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules and subject to the conditions for early release from the lock-up agreements described below)
		After 180 days from the date of this prospectus (subject, in some cases, to volume limitations and contractual vesting schedules)

	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;
	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of the preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the            reverse stock split.

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	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or enter into a transaction which would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any such transaction is to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement;

	•	one percent of the number of shares of common stock then outstanding (approximately                      shares immediately after this offering); or
	•	the average weekly trading volume of our common stock on The NASDAQ National Market during the four calendar weeks before a notice of the sale on Form 144 is filed.

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	•	a citizen or resident of the United States;
	•	a corporation (including for this purpose any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust that is subject to the primary supervision of a U.S. court and to the control of one or more U.S. persons, or that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

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	•	the holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met;
	•	such gain is effectively connected with the holder’s conduct of a trade or business within the United States and, if certain tax treaties apply, is attributable to a U.S. permanent establishment maintained by the holder (and, in which case, if you are a foreign corporation, you may be subject to an additional branch profits tax equal to 30% or a lower rate as may be specified by an applicable income tax treaty);
	•	the holder is subject to the Internal Revenue Code provisions applicable to certain U.S. expatriates; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes and, assuming that our common stock is deemed to be “regularly traded on an established securities market,” the holder held, directly or indirectly at any time during the five-year period ending on the date of disposition or such shorter period that such shares were held, more than five percent of our common stock. We have not been, are not and do not anticipate becoming, a United States real property holding corporation for United States federal income tax purposes.

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	•	the income associated with such payments is otherwise exempt from U.S. federal income tax;
	•	the payor or broker does not have actual knowledge or reason to know that you are a U.S. person; and
	•	you have furnished to the payor or broker a valid Internal Revenue Service Form W-8BEN or an acceptable substitute form upon which you certify, under penalties of perjury, that you are a non-U.S. person, or other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance with U.S. Treasury regulations (or you otherwise establish an exemption).

	•	the proceeds are transferred to an account maintained by you in the United States;
	•	the payment of proceeds or the confirmation of the sale is mailed to you at a United States address; or
	•	the sale has some other specified connection with the United States as provided in U.S. Treasury regulations,

	•	a U.S. person;
	•	a controlled foreign corporation for U.S. tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with the conduct of a U.S. trade or business for a specified period; or
	•	a foreign partnership, if at any time during its tax year one or more of its partners are “U.S. persons,” as defined in U.S. Treasury regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership, or such foreign partnership is engaged in the conduct of a U.S. trade or business,

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Underwriter			Number of Shares
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
C.E. Unterberg, Towbin, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
RBC Capital Markets Corporation
Thomas Weisel Partners LLC
	Total

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by the selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

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	•	issuances of common stock pursuant to the exercise of options outstanding on the date of this prospectus;
	•	grants of employee stock options pursuant to our stock option plan or long term incentive plan;
	•	issuances of common stock pursuant to the exercise of such options;
	•	the delivery of common stock to holders of our Series A, B, C, D, E, AA, BB or CC preferred stock upon the conversion of such preferred stock into common stock; and
	•	the delivery of common stock in effectuation of the            reverse stock split.

	•	offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock or enter into a transaction that would have the same effect;
	•	enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise; or
	•	publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement;

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	•	Affiliates of Credit Suisse Securities (USA) LLC own approximately      % of our common stock as of                     , 2006 (calculated without giving effect to this offering or the conversion of any shares of preferred stock into common stock), 98.1% of our Series A preferred stock, 89.8% of our Series B preferred stock, 100% of our Series C preferred stock, 80.9% of our Series D Preferred Stock, 100% of our Series E preferred stock, 13.4% of our Series AA preferred stock, 30.0% of our Series BB preferred stock and 15.4% of our Series CC preferred stock, and, upon completion of the offering and related transactions, will own approximately      % of our common stock. See “Principal and Selling Stockholders.” Concurrently with the completion of the offering, affiliates of Credit Suisse Securities (USA) LLC will deposit all shares of our common stock held by them that exceed 5.0% of our then outstanding common stock into a voting trust under which the shares will be voted by an independent trustee. See “Principal and Selling Stockholders” and “Description of Capital Stock — Voting Trust Agreement” for more information regarding the voting trust agreement.
	•	Mr. Thomas Barry, one of our directors, is a limited partner in an investment fund associated with DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Barry.
	•	Mr. Edward A. Johnson, one of our directors, also serves as a managing director of Credit Suisse Securities (USA) LLC and a partner at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Mr. Johnson will resign his position as a director of our

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		company immediately prior to the completion of the offering. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Johnson.
	•	Mr. Frank J. Fanzilli, Jr., one of our directors, formerly served in several capacities at Credit Suisse Securities (USA) LLC. Currently, Mr. Fanzilli is a limited partner in an investment fund associated with the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Fanzilli.
	•	Mr. Keith Geeslin, one of our directors, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a managing partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Geeslin is a limited partner in certain investment funds associated with DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC, and the Sprout Group. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Geeslin.
	•	Mr. Daniel Pulver, one of our directors, formerly served as a director of Credit Suisse Securities (USA) LLC and a principal at DLJ Merchant Banking, the corporate leveraged buyout arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Pulver is a limited partner in an investment fund associated with DLJ Merchant Banking. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Pulver.
	•	Mr. N. Robert Hammer, our chairman, chief executive officer and president, formerly served in several capacities at various affiliates of Credit Suisse Securities (USA) LLC, including as a venture partner of the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. Currently, Mr. Hammer is a limited partner in certain investment funds associated with the Sprout Group. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Hammer.
	•	Mr. Alan G. Bunte, our executive vice president and chief operating officer, is a limited partner in an investment fund associated with the Sprout Group, the venture capital arm of Credit Suisse’s asset management business, which conducts its activities through affiliates of Credit Suisse Securities (USA) LLC. See “Management” and “Certain Relationships and Related Party Transactions” for more information regarding Mr. Bunte.
	•	An affiliate of RBC Capital Markets Corporation owns approximately 2.2% of our Series BB preferred Stock and 0.095% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Affiliates and related parties of C.E. Unterberg, Towbin, LLC own approximately 5.0% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately      % of our common stock.
	•	Affiliates of Credit Suisse Securities (USA) LLC will receive $           million of the net proceeds to us from the offering, the concurrent private placement and borrowings under our new term loan in satisfaction of amounts due upon the conversion of their holdings of our Series A, B, C, D and E preferred stock (including accrued dividends, and assuming the offering is completed on                     2006). See “Certain Relationships and Related Party Transactions” for more information regarding these payments.

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	•	the information in this prospectus and otherwise available to the underwriters;
	•	market conditions for initial public offerings;
	•	the history and the prospects for the industry in which we compete;
	•	the ability of our management;
	•	the prospects for our future earnings;
	•	the present state of our development and our current financial condition;
	•	the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and
	•	the general condition of the securities markets at the time of this offering.

	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.
	•	Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over- allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

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	•	Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
	•	In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

	(a) it has not made or will not make an offer of shares to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (“FSMA”), as amended, except to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by our Company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority (“FSA”);
	(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of the FSMA does not apply to our Company; and
	(c) it has complied with, and will comply with, all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
	(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or
	(d) in any other circumstances which do not require the publication by our Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

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100

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101

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Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2005 and 2006		F-3
Consolidated Statements of Operations for the years ended March 31, 2004, 2005 and 2006		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2004, 2005 and 2006		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2004, 2005 and 2006		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-30

F-1

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	/s/ Ernst & Young LLP

F-2

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			March 31,								Pro Forma
											March 31,
			2005				2006				2006
											(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	24,795			$	48,039			$
	Trade accounts receivable, less allowance for doubtful accounts of $602 and $475 at March 31, 2005 and 2006, respectively			18,305				18,238
	Prepaid expenses and other current assets			1,986				1,877
Total current assets				45,086				68,154
Property and equipment, net				2,085				3,322
Other assets				342				1,092
Total assets			$	47,513			$	72,568			$
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
	Accounts payable		$	1,755			$	1,565			$
	Accrued liabilities			10,451				12,685
	Term loan			166				—
	Deferred revenue			19,273				29,765
Total current liabilities				31,645				44,015
Deferred revenue, less current portion				3,281				3,036
Term loan, less current portion				—				—
Other liabilities				90				13
Commitments and contingencies
Cumulative redeemable convertible preferred stock:
Series A through E, at liquidation value				93,507				99,168
Stockholders’ deficit:
Convertible preferred stock, $.01 par value: 5,000 shares Series AA authorized, 4,362 issued and outstanding; 5,000 shares Series BB authorized, 2,758 issued and outstanding; 12,150 shares Series CC authorized, 12,132 issued and outstanding; liquidation value $96,339 at March 31, 2006				94,352				94,352
Common stock, $.01 par value, 120,850 shares authorized, 37,617 and 37,920 shares issued and outstanding at March 31, 2005 and 2006, respectively;           shares issued and outstanding pro forma at March 31, 2006 (unaudited)				377				379
Additional paid-in capital				—				4,506
Deferred compensation				(61	)			(8,134	)
Accumulated deficit				(175,904	)			(165,148	)
Accumulated other comprehensive income				226				381
Total stockholders’ deficit				(81,010	)			(73,664	)
			$	47,513			$	72,568			$

F-3

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			Year Ended March 31,
			2004				2005				2006
Revenues:
	Software		$	39,474			$	49,598			$	62,422
	Services			21,772				33,031				47,050
Total revenues				61,246				82,629				109,472
Cost of revenues:
	Software			1,168				1,497				1,764
	Services			8,049				9,975				13,231
Total cost of revenues				9,217				11,472				14,995
Gross margin				52,029				71,157				94,477
Operating expenses:
	Sales and marketing			37,592				43,248				51,326
	Research and development			16,214				17,239				19,301
	General and administrative			8,599				8,955				12,275
	Depreciation and amortization			1,396				1,390				1,623
Income (loss) from operations				(11,772	)			325				9,952
Interest expense				(60	)			(14	)			(7	)
Interest income				134				346				1,262
Income (loss) before income taxes				(11,698	)			657				11,207
Income tax expense				—				(174	)			(451	)
Net income (loss)				(11,698	)			483				10,756
Less: accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)
Net income (loss) attributable to common stockholders			$	(17,374	)		$	(5,178	)		$	5,095
Net income (loss) attributable to common stockholders per share:
	Basic		$	(0.47	)		$	(0.14	)		$	0.09
	Diluted		$	(0.47	)		$	(0.14	)		$	0.08
Weighted average shares used in computing per share amounts:
	Basic			37,201				37,424				37,678
	Diluted			37,201				37,424				61,866
Unaudited pro forma net income (loss) attributable to common stockholders per share:
	Basic										$
	Diluted										$
Unaudited pro forma weighted average shares used in computing per share amounts:
	Basic
	Diluted

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																																	Accumulated
					Convertible																												Other
					Preferred Stock								Common Stock								Additional												Comprehensive
																					Paid-In				Deferred				Accumulated				Income
					Shares				Amount				Shares				Amount				Capital				Compensation				Deficit				(Loss)				Total
Balance at March 31, 2003						14,461			$	79,650				37,399			$	374			$	—			$	—			$	(155,656	)		$	71			$	(75,561	)
	Stock options exercised													168				2				371																373
	Repurchase and retirement of common stock													(8	)			—																				—
	Issuance of shares in private placement					4,791				14,702																												14,702
	Issuance of common stock warrant to a customer																					1,696																1,696
	Comprehensive income (loss):
		Net loss																												(11,698	)							(11,698	)
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															250				250
	Total comprehensive income (loss)																																					(11,448	)
	Deferred compensation related to stock options																					86				(86	)											—
	Amortization of deferred compensation																									4												4
	Accretion of dividends on preferred stock																					(2,153	)							(3,523	)							(5,676	)
Balance at March 31, 2004						19,252				94,352				37,559				376				—				(82	)			(170,877	)			321				(75,910	)
	Stock options exercised													61				1				151																152
	Repurchase and retirement of common stock													(3	)			—																				—
	Comprehensive income (loss):
		Net income																												483								483
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(95	)			(95	)
	Total comprehensive income (loss)																																					388
	Amortization of deferred compensation																									21												21
	Accretion of dividends on preferred stock																					(151	)							(5,510	)							(5,661	)
Balance at March 31, 2005						19,252				94,352				37,617				377				—				(61	)			(175,904	)			226				(81,010	)
	Stock options exercised													303				2				703																705
	Comprehensive income:
		Net income																												10,756								10,756
		Other comprehensive income:
			Foreign currency translation adjustment																															155				155
	Total comprehensive income																																					10,911
	Acceleration of stock options																					263																263
	Deferred compensation related to stock options																					9,201				(9,201	)											—
	Amortization of deferred compensation																									1,128												1,128
	Accretion of dividends on preferred stock																					(5,661	)															(5,661	)
Balance at March 31, 2006						19,252			$	94,352				37,920			$	379			$	4,506			$	(8,134	)		$	(165,148	)		$	381			$	(73,664	)

F-5

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				Year Ended March 31,
				2004				2005				2006
Cash flows from operating activities
Net income (loss)				$	(11,698	)		$	483			$	10,756
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization				1,425				1,431				1,682
	Noncash stock compensation				4				21				1,391
	Issuance of common stock warrants				1,696				—				—
	Changes in operating assets and liabilities:
		Accounts receivable			(352	)			(2,759	)			67
		Prepaid expenses and other current assets			225				(588	)			109
		Other assets			3				(120	)			105
		Accounts payable			1,018				(1,060	)			(664	)
		Accrued expenses			214				2,617				2,234
		Deferred revenue and other liabilities			8,366				3,815				10,170
Net cash provided by operating activities					901				3,840				25,850
Cash flows from investing activities
Purchase of property and equipment					(1,244	)			(1,860	)			(2,814	)
Net cash used in investing activities					(1,244	)			(1,860	)			(2,814	)
Cash flows from financing activities
Proceeds from issuance of preferred stock					14,702				—				—
Proceeds from term loan					497				—				—
Repayments on term loan					(131	)			(200	)			(166	)
Deferred offering costs					—				—				(486	)
Proceeds from issuance of common stock					372				152				705
Net cash provided by (used in) financing activities					15,440				(48	)			53
Effects of exchange rate — changes in cash					250				(95	)			155
Net increase in cash and cash equivalents					15,347				1,837				23,244
Cash and cash equivalents at beginning of year					7,611				22,958				24,795
Cash and cash equivalents at end of year				$	22,958			$	24,795			$	48,039
Supplemental disclosures of cash flow information
Interest paid				$	60			$	14			$	7
Income taxes paid (received)				$	15			$	48			$	483

F-6

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Table of Contents

1.	Nature of Business

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Pro Forma Information

	•	The issuance on June 15, 2006 of a total of                shares of common stock upon the cashless exercise of a warrant held by Dell Ventures, L.P. and pursuant to preemptive rights held by the holders of Series AA, BB and CC preferred stock that were triggered by the exercise of the warrant;
	•	the conversion of all outstanding shares of preferred stock into a total of                      shares of common stock;
	•	the payment of $          in satisfaction of the cash amount due to holders of Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the initial public offering is completed in               2006);
	•	the borrowing of $          under a new term loan at an interest rate equal to 30-day LIBOR plus 1.50%, and assumed to be           % per year in connection with the payments to the holders of Series A, B, C, D and E preferred stock (assuming that the initial public offering and the concurrent private placement are priced at $          per share, the midpoint of the estimated price range shown on the cover of the prospectus); and
	•	the completion of the concurrent private placement of                      shares of the Company’s common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of the prospectus) the Company will raise $          in proceeds from the concurrent private placement.

F-7

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Table of Contents

			Year Ended
			March 31, 2006
Net income attributable to common stockholders			$	5,095
Plus:
	Elimination of accretion of preferred stock dividends			5,661
Less:
	Interest expense associated with term loan borrowings, net of taxes of $
Pro forma net income attributable to common stockholders			$

			Year Ended
			March 31, 2006
Basic weighted average number of shares used in computing per share amounts				37,678
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
	Shares issued upon warrant exercise and related shares issued pursuant to preemptive rights
Basic pro forma weighted average number of shares used in computing per share amounts

			Year Ended
			March 31, 2006
Diluted weighted average number of shares used in computing per share amounts				61,866
Less:
	Dilutive effect of common stock warrants
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
	Shares issued upon warrant exercise and related shares issued pursuant to preemptive rights
Diluted pro forma weighted average number of shares used in computing per share amounts

	Use of Estimates

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	Revenue Recognition

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	•	Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, a signed SOW evidencing the scope of certain other professional services, or other persuasive evidence that an arrangement exists prior to recognizing revenue on an arrangement.
	•	Delivery or performance has occurred. The Company’s software applications are usually physically delivered to customers with standard transfer terms such as FOB shipping point. Software and/or software license keys for add-on orders or software updates are typically delivered via email. If products that are essential to the functionality of the delivered software in an arrangement have not been delivered, the Company does not consider delivery to have occurred. Services revenue is recognized when the services are completed, except for customer support, which is recognized ratably over the term of the customer support agreement, which is typically one year.
	•	Vendor’s fee is fixed or determinable. The fee customers pay for software applications, customer support and other professional services is negotiated at the outset of an arrangement. The fees are therefore considered to be fixed or determinable at the inception of the arrangement.
	•	Collection is probable. Probability of collection is assessed on a customer-by-customer basis. Each new customer undergoes a credit review process to evaluate its financial position and ability to pay. If the Company determines from the outset of an arrangement that collection is not probable based upon the review process, revenue is recognized on a cash-collected basis, assuming all of the other basic revenue recognition criteria are met.

	Cost of Revenue

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	Accounting for Income Taxes

	Net Income (Loss) Attributable to Common Stockholders per Share

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			Year Ended March 31,
			2004				2005				2006
Reconciliation of net income (loss) to undistributed net income (loss) allocable to common stockholders for the basic computation:
	Net income (loss)		$	(11,698	)		$	483			$	10,756
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)
	Net income (loss) attributable to common stockholders			(17,374	)			(5,178	)			5,095
	Undistributed net income allocable to Series AA, BB and CC convertible preferred stock, if converted(2)			—				—				(1,730	)
	Undistributed net income (loss) allocable to common stockholders		$	(17,374	)		$	(5,178	)		$	3,365
Basic net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			37,201				37,424				37,678
	Basic net income (loss) attributable to common stockholders per share		$	(0.47	)		$	(0.14	)		$	0.09
Reconciliation of net income (loss) to net income (loss) attributable to common stockholders for the diluted computation:
	Net income (loss)		$	(11,698	)		$	483			$	10,756
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)
	Net income (loss) attributable to common stockholders		$	(17,374	)		$	(5,178	)		$	5,095
Diluted net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			37,201				37,424				37,678
	Series AA, BB and CC convertible preferred stock			—				—				19,374
	Dilutive effect of stock options			—				—				4,384
	Dilutive effect of common stock warrants			—				—				430
	Diluted weighted average shares outstanding			37,201				37,424				61,866
	Diluted net income (loss) attributable to common stockholders per share		$	(0.47	)		$	(0.14	)		$	0.08

(1)	Net income is reduced by the contractual amount of dividends ($1.788 per share) due on the Company’s Series A through E cumulative redeemable convertible preferred stock.
(2)	In the years ended March 31, 2004 and 2005, net loss attributable to common stockholders is not allocated to the preferred stockholders because the Company’s preferred stock does not participate in losses. In the year ended March 31, 2006, net income attributable to common stockholders is reduced by the participation rights of the Series AA, BB and CC convertible preferred stock related to cash dividends declared by the Company. Net income attributable to common stockholders is not allocated

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	to the Series A through E cumulative redeemable convertible preferred stock because such stockholders only participate in cash dividends in excess of their contractual dividend amount of $1.788 per share, and the Company did not have the ability to distribute amounts in excess of $1.788 per share in the year ended March 31, 2006.

		Year Ended March 31,
		2004				2005				2006
Stock options			9,529				11,357				—
Convertible preferred stock			32,039				32,039				12,665
Common stock warrants			4,615				4,615				—
Total options, preferred stock and warrants exercisable or convertible into common stock			46,183				48,011				12,665

	Software Development Costs

	Cash and Cash Equivalents

	Accounts Receivable and Allowance for Doubtful Accounts

	Concentration of Credit Risk

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	Fair Value of Financial Instruments

	Property and Equipment

	Long-Lived Assets

	Deferred Revenue

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		March 31,
		2005				2006
Current:
Deferred software revenue		$	711			$	2,957
Deferred services revenue			18,562				26,808
		$	19,273			$	29,765
Non-current:
Deferred services revenue		$	3,281			$	3,036

	Accounting for Stock-Based Compensation

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			Year Ended March 31,
			2004				2005				2006
Net income (loss)			$	(11,698	)		$	483			$	10,756
Less: Accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)
Net income (loss) attributable to common stockholders, as reported				(17,374	)			(5,178	)			5,095
Add: Stock-based compensation recorded under APB 25				4				21				1,391
Less: Stock-based compensation expense determined under fair value method for all awards				(4,321	)			(4,438	)			(5,321	)
Pro forma net income (loss) attributable to common stockholders				(21,691	)			(9,595	)			1,165
Less: Undistributed net income allocable to Series AA, BB and CC convertible preferred stock, if converted				—				—				(395	)
Pro forma undistributed net income (loss) allocable to common stockholders			$	(21,691	)		$	(9,595	)		$	770
Net income (loss) attributable to common stockholders per share, as reported:
	Basic		$	(0.47	)		$	(0.14	)		$	0.09
	Diluted		$	(0.47	)		$	(0.14	)		$	0.08
Pro forma net income (loss) attributable to common stockholders per share:
	Basic		$	(0.58	)		$	(0.26	)		$	0.02
	Diluted		$	(0.58	)		$	(0.26	)		$	0.02

		Year Ended March 31,
		2004				2005				2006
Dividend yield			None				None				None
Expected volatility			65	%			54	%			48	%
Risk-free interest rate			3.69	%			4.08	%			4.26	%
Expected life (in years)			7.00				7.00				7.00

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	Advertising Costs

	Foreign Currency Translation

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

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3.	Property and Equipment

		March 31,
		2005				2006
Computer equipment		$	11,316			$	11,983
Furniture and fixtures			1,276				1,344
Purchased software			760				924
Other machinery and equipment			1,787				2,278
Leasehold improvements			599				912
			15,738				17,441
Less accumulated depreciation and amortization			(13,653	)			(14,119	)
		$	2,085			$	3,322

4.	Accrued Liabilities

		March 31,
		2005				2006
Compensation and related payroll taxes		$	5,493			$	5,943
Other			4,958				6,742
		$	10,451			$	12,685

5.	Line of Credit and Term Loan

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6.	Commitments and Contingencies

Year ending March 31:
	2007		$	2,784
	2008			2,392
	2009			891
	2010			178
	2011			48
			$	6,293

7.	Cumulative Redeemable Convertible Preferred Stock: Series A through E

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										Shares				Undeclared				Total
						Shares				Issued and				Dividends				Unpaid
		Date of Issuance				Authorized				Outstanding				Per Share				Dividends
Series A			May 1996				3,000				2,040			$	17.62			$	35,939
Series B			July 1997				1,000				346				15.55				5,382
Series C			December 1997				1,000				333				14.83				4,943
Series D			October 1998				1,000				247				12.98				3,210
Series E			March 1999				1,000				200				12.61				2,522

8.	Stockholders’ Deficit

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	Series AA Convertible Preferred Stock

	Series BB Convertible Preferred Stock

	Series CC Convertible Preferred Stock

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	Common Stock Warrants

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	Shares Reserved for Issuance

Exercise of common stock options			15,174
Conversion of Series A Stock			8,159
Conversion of Series B Stock			1,384
Conversion of Series C Stock			1,333
Conversion of Series D Stock			989
Conversion of Series E Stock			800
Conversion of Series AA Stock			4,484
Conversion of Series BB Stock			2,758
Conversion of Series CC Stock			12,132
Exercise of warrants			1,615
			48,828

9.	Stock Plans

							Weighted-
			Number				Average
			of				Exercise
			Options				Price
Options outstanding at March 31, 2003				7,348				2.33
	Options granted			3,022				2.40
	Options exercised			(168	)			.97
	Options canceled			(673	)			2.93
Options outstanding at March 31, 2004				9,529				2.31
	Options granted			2,349				2.83
	Options exercised			(62	)			2.46
	Options canceled			(459	)			2.90
Options outstanding at March 31, 2005				11,357				2.77
	Options granted			4,987				2.79
	Options exercised			(303	)			2.31
	Options canceled			(867	)			2.76
Options outstanding at March 31, 2006				15,174				2.78

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						Weighted-Average								Number of
		Outstanding												Options				Weighted-
		Options at				Remaining								Exercisable at				Average
		March 31,				Contractual				Exercise				March 31,				Exercise
Range of Exercise Prices		2006				Life				Price				2006				Price
$0.0125			19				3.17			$	0.0125				19			$	0.0125
2.00			1,859				6.92				2.00				1,367				2.00
2.25			679				9.10				2.25				19				2.25
2.35			2,377				9.42				2.35				2				2.35
2.40			96				8.33				2.40				39				2.40
2.50			2,209				5.30				2.50				1,911				2.50
2.65			770				8.73				2.65				265				2.65
3.00			4,231				6.28				3.00				3,491				3.00
3.35			702				9.59				3.35				0				0.00
3.60			622				7.83				3.60				316				3.60
3.75			645				9.82				3.75				0				0.00
4.00			638				4.77				4.00				638				4.00
4.05			327				9.92				4.05				0				0.00
$0.0125-4.05			15,174				7.35			$	2.78				8,067			$	2.79

										Retrospective
		Number of				Exercise				Fair Value per				Intrinsic
Grants Date		Options Granted				Price				Common Share				Value
May 5, 2005			719			$	2.25			$	3.46			$	1.21
July 29, 2005			923				2.35				4.18				1.83
September 19, 2005			1,600				2.35				4.59				2.24
November 3, 2005			749				3.35				5.17				1.82
January 26, 2006			669				3.75				5.54				1.79
March 2, 2006			327				4.05				6.42				2.37
			4,987

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	•	For the three months ended March 31, 2005, the Company had its most profitable quarter in its history, generating earnings of approximately $1,600;
	•	The Company achieved its first fiscal year of profitability for the year ended March 31, 2005;
	•	The Company entered into an original equipment manufacturer arrangement with Hitachi Data Systems; and
	•	The possibility of an initial public offering remained relatively low and a probability estimate of 30% was assigned under the PWER method as a result of the significant milestones to be achieved.

	•	For the three months ended June 30, 2005, revenues and earnings exceeded budget;
	•	The Company increased its earnings forecast for the remainder of fiscal 2006; and
	•	The Company increased the probability estimate for the initial public offering scenario under the PWER method to 40% as a result of revenues and earnings exceeding budget.

	•	For the three and six months ended September 30, 2005, earnings exceeded the Company’s original budget and revised forecasts;
	•	In the six months ended September 30, 2005, the Company started to achieve substantial revenue growth from its original equipment manufacturer arrangements with Dell and Hitachi Data Systems; and
	•	The Company increased the probability estimate for the initial public offering scenario under the PWER method to 60% as a result of earnings exceeding forecast and the substantial revenue growth the Company achieved from its original equipment manufacturer agreements.

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	•	On January 10, 2006, the Company initiated the process of an initial public offering when it held an organizational meeting; as a result, the Company increased the initial public offering scenario to 65% under the PWER method;
	•	The Company achieved consecutive quarters of profitability for the first time;
	•	For the three and nine months ended December 31, 2005, earnings exceeded original budget and revised forecasts; and
	•	The Company continued to generate cash flows from operations significantly exceeding budgeted, revised forecast and prior year amounts.

10.	Income Taxes

		Year Ended March 31,
		2004				2005				2006
Domestic		$	(6,585	)		$	3,778			$	12,901
Foreign			(5,113	)			(3,121	)			(1,694	)
		$	(11,698	)		$	657			$	11,207

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		Year Ended March 31,
		2004				2005
										2006
Federal		$	—			$	83			$	239
State			—				89				172
Foreign			—				2				40
		$	—			$	174			$	451

		Year Ended March 31,
		2004				2005				2006
Statutory federal income tax expense (benefit) rate			(34.0	)%			34.0	%			34.0	%
State and local income tax expense (benefit), net of federal income tax effect			(2.4	)%			13.5	%			0.9	%
Foreign earnings taxed at different rates			1.5	%			12.6	%			0.5	%
Permanent differences			4.2	%			21.5	%			(3.6	)%
Research credits			(14.3	)%			(111.3	)%			(6.9	)%
Other differences, net			0.1	%			11.2	%			1.9	%
Change in valuation allowance			44.9	%			45.0	%			(22.8	)%
Effective income tax expense (benefit) rate			0.0	%			26.5	%			4.0	%

			March 31,
			2005				2006
Deferred tax assets:
	Net operating losses		$	42,566			$	38,120
	Depreciation and amortization			3,579				2,974
	Accrued expenses			170				512
	Deferred revenue			436				1,045
	Deferred compensation			—				425
	Allowance for doubtful accounts and other reserves			134				197
	Tax credits			9,799				10,897
Total deferred tax assets				56,684				54,170
Less valuation allowance				(56,684	)			(54,170	)
Net deferred tax assets			$	—			$	—

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11.	Employee Benefit Plan

12.	Segment Information

				Year Ended March 31,
				2004				2005				2006
Revenue:
	United States			$	43,227			$	60,562			$	77,762
	Other				18,019				22,067				31,710
		Total		$	61,246			$	82,629			$	109,472

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				March 31,
				2005				2006
Long-lived assets:
	United States			$	1,789			$	3,298
	Other				638				1,116
		Total		$	2,427			$	4,414

13.	Subsequent Events

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						Additions —
		Balance at				Charged to								Balance at
		Beginning of				Costs and								End of
		Period				Expenses				Deductions				Period
Year Ended March 31, 2004:
Allowance for doubtful accounts		$	303			$	482			$	99			$	686
Valuation allowance for deferred taxes(1)		$	51,130			$	5,257			$	—			$	56,387
Year Ended March 31, 2005:
Allowance for doubtful accounts		$	686			$	107			$	191			$	602
Valuation allowance for deferred taxes(1)		$	56,387			$	297			$	—			$	56,684
Year Ended March 31, 2006:
Allowance for doubtful accounts		$	602			$	40			$	167			$	475
Valuation allowance for deferred taxes(1)		$	56,684			$	—			$	2,514			$	54,170

(1)	Adjustments associated with the Company’s assessment of its deferred tax assets. The reduction in the valuation allowance for deferred taxes in the year ended March 31, 2006 is primarily due to utilization of federal and state net operating loss carryforwards.

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Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	16,050
NASD filing fee				15,500
NASDAQ listing fee				*
Accounting fees and expenses				*
Legal fees and expenses				*
Printing and engraving expenses				*
Transfer agent’s fees				*
Blue sky fees and expenses				*
Miscellaneous				*
	Total		$	*

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers.

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Item 15.	Recent Sales of Unregistered Securities.

	(1)	In July 2003, the registrant issued an amended and restated warrant to purchase                      shares of its common stock at an exercise price of $           per share to EMC Investment Corporation, an accredited investor. The warrant expired without being exercised on February 2, 2006. The amended and restated warrant was issued to replace a warrant to purchase                      shares of the registrant’s common stock at an exercise price of $           per share, subject to certain adjustments, that had been issued by the registrant to the holder in November 2000. The original warrant was issued to the holder in connection with the holder’s purchase of shares of the registrant’s Series BB preferred stock. No other persons were offered the opportunity to purchase the warrant or participate in the exchange and no commission or other remuneration was paid or given directly or indirectly to any person for soliciting the exchange. The issuance of the replacement warrant was therefore exempt from registration pursuant to Section 3(a)(9) of the Securities Act.

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	(2)	In September 2003, the registrant sold 4,790,802 shares of registrant’s Series CC preferred stock to four individuals and 21 investment funds and other investment entities for approximately $15 million. Each of the investors was an accredited investor. The offer and sale was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

	(3)	In December 2003, the registrant issued a warrant to purchase                      shares of its common stock at an exercise price of $           per share to Dell Ventures, L.P., an accredited investor, in connection with the registrant’s entering into a software licensing agreement with Dell Products, L.P. as an original equipment manufacturer. The number of warrant shares and exercise price are subject to customary antidilution adjustments upon the occurrence of certain events. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.
	(4)	On June 15, 2006, the registrant issued                     shares of its common stock upon the cashless exercise of the warrant held by Dell Ventures, L.P. that was issued to it in December 2003. The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act.
	(5)	On June 15, 2006, the registrant issued                     shares of its common stock to the holders of its Series AA, BB and CC preferred stock pursuant to preemptive rights held by those stockholders that were triggered by the issuance of shares to Dell Ventures, L.P. upon the cashless exercise a warrant. The shares were issued to the holders of the Series AA, BB and CC preferred stock for no consideration. As there was no investment decision required by the holders of the Series AA, BB and CC preferred stock and the holders paid no consideration for the shares, there was no “sale” as defined in Section 2(a)(3) of the Securities Act of the shares of common stock and the issuance of the shares was not subject to Securities Act.
	(6)	Concurrently with the closing of this offering, the registrant will issue                 shares of its common stock to Aman Ventures, Mark Francis, K. Flynn McDonald, Greg Reyes, Reyes Family Trust, Van Wagoner Capital Partners, L.P., Van Wagoner Crossover Fund, L.P. and Marc Weiss in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act.
	(7)	From January 1, 2003 to the date of this filing, the registrant granted options to purchase approximately                      shares of common stock under the registrant’s 1996 Stock Option Plan. Approximately                      shares of common stock have been issued upon exercise of these options. All options were granted under Rule 701 promulgated under the Securities Act or, in the case of certain options granted to N. Robert Hammer, Section 4(2) of the Securities Act.

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Item 16.	Exhibits and Financial Statement Schedules.

Item 17.	Undertakings.

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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	COMMVAULT SYSTEMS, INC.

	By:	/s/ N. ROBERT HAMMER

	N. Robert Hammer
	Chairman, President and Chief Executive Officer

Signature				Title
/s/ N. ROBERT HAMMER*   N. Robert Hammer				Chairman, President and Chief Executive Officer
/s/ LOUIS F. MICELI*   Louis F. Miceli				Vice President, Chief Financial Officer
/s/ BRIAN CAROLAN*   Brian Carolan				Controller
/s/ THOMAS BARRY*   Thomas Barry				Director
/s/ FRANK J. FANZILLI, JR.*   Frank J. Fanzilli, Jr.				Director
/s/ EDWARD A. JOHNSON*   Edward A. Johnson				Director
/s/ ARMANDO GEDAY*   Armando Geday				Director
/s/ KEITH GEESLIN*   Keith Geeslin				Director
/s/ F. ROBERT KURIMSKY*   F. Robert Kurimsky				Director
/s/ DANIEL PULVER*   Daniel Pulver				Director

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Signature				Title
/s/ GARY SMITH*   Gary Smith				Director
/s/ DAVID F. WALKER*   David F. Walker				Director
*By: /s/ N. ROBERT HAMMER   N. Robert Hammer Attorney-in-fact

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Exhibit
No.				Description
	1	.1*		Form of Underwriting Agreement
	3	.1**		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of August 29, 2003
	3	.2*		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of            , 2006
	3	.3*		Amended and Restated Bylaws of CommVault Systems, Inc.
	4	.1*		Form of Common Stock Certificate
	5	.1*		Opinion of Mayer, Brown, Rowe & Maw LLP
	9	.1*		Voting Trust Agreement
	10	.1		Loan and Security Agreement, dated May 2, 2006, between Silicon Valley Bank and CommVault Systems, Inc.
	10	.2*		CommVault Systems, Inc. 1996 Stock Option Plan, as amended
	10	.3*		CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan
	10	.4*		Form of Non-Qualified Stock Option Agreement
	10	.5**		Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert Hammer
	10	.6**		Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.7**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.8**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and David West, Ron Miiller, Scott Mercer and Steven Rose
	10	.9**		Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and directors
	10	.10**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series AA investors
	10	.11**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series BB investors
	10	.12**		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series CC investors
	10	.13*		Registration Rights Agreement, dated           , 2006 by and between CommVault Systems, Inc. and certain holders of Series A, B, C, D and E preferred stock
	10	.14		Purchase Agreement, dated April 14, 2000, by and between Microsoft Corporation, certain investors and CommVault Systems, Inc.
	10	.15		Purchase Agreement, dated November 10, 2000, by and between EMC Investment Corporation, certain investors and CommVault Systems, Inc.
	10	.16		Series CC Purchase Agreement, dated as of February 14, 2002, by and between funds and accounts managed by affiliates of Putnam Investments, LLC, certain investors and CommVault Systems, Inc.
	10	.17		Series CC Purchase Agreement, dated as of September 2, 2003, by and between certain investors and CommVault Systems, Inc.
	10	.18†		Software License Agreement, dated December 17, 2003, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.19†		Addendum One to the License and Distribution Agreement, dated May 5, 2004, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.20†		Addendum Two to the License and Distribution Agreement, dated November 22, 2004, by and between Dell Products L.P. and CommVault Systems, Inc.

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Table of Contents

Exhibit
No.				Description
	10	.21†		Addendum Three to the License and Distribution Agreement, dated April 28, 2005, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.22†		Addendum Five to the License and Distribution Agreement, dated June 6, 2006, by and between Dell Products L.P. and CommVault Systems, Inc.
	10	.23†		CommVault Systems Reseller Agreement, effective as of April 6, 2005, between CommVault Systems and Dell Inc.
	10	.24		Letter Agreement, dated February 8, 2002, between the holders of Series A through E Preferred Stock and CommVault Systems, Inc.
	10	.25		Stockholders Agreement, dated as of May 22, 1996, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.26		Amendment to the Stockholders Agreement, dated July 23, 1998, among DLJ Merchant Banking Partners, L.P., DLJ International Partners C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.27		Second Amendment to the Stockholders Agreement, dated November 6, 2000, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.28		Third Amendment to the Stockholders Agreement, dated February 14, 2002, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.29		Fourth Amendment to the Stockholders Agreement, dated September 2, 2003, among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. , David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault Systems, Inc.
	10	.30		Fifth Amendment to the Stockholders Agreement, dated May 22, 2006, by and among DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, DLJ First ESC, L.P., DLJ ESC II, L.P., Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout Capital IX, L.P., Sprout Entrepreneurs’ Fund, L.P., Sprout IX Plan Investors, L.P., Sprout CEO Fund L.P., Thomas J. Barry, Larry Cormier, Randy Fodero, Robert Freiburghouse, Bob Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom Miller, Scotty R. Neal and CommVault Systems, Inc.
	21	.1**		List of Subsidiaries of CommVault Systems, Inc.
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1)
	24	.1**		Powers of Attorney (included on the signature page to the original registration statement)

*	To be filed by amendment.

**	Previously filed.
†	Confidential treatment has been requested for portions of this document. Omitted portions have been filed separately with the SEC.

                                                                    EXHIBIT 10.1

                           LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY AGREEMENT (this "AGREEMENT") dated as of the
Effective Date between SILICON VALLEY BANK, a California corporation ("BANK"),
and COMMVAULT SYSTEMS, INC., a Delaware corporation ("BORROWER"), provides the
terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The
parties agree as follows:

     1.   ACCOUNTING AND OTHER TERMS

     Accounting terms not defined in this Agreement shall be construed following
GAAP. Calculations and determinations must be made following GAAP. Capitalized
terms not otherwise defined in this Agreement shall have the meanings set forth
in Section 13. All other terms contained in this Agreement, unless otherwise
indicated, shall have the meaning provided by the Code to the extent such terms
are defined therein.

     2.   LOAN AND TERMS OF PAYMENT

     2.1 PROMISE TO PAY. Borrower hereby unconditionally promises to pay Bank
the outstanding principal amount of all Credit Extensions and accrued and unpaid
interest thereon as and when due in accordance with this Agreement.

     2.1.1 TERM LOAN.

          (a) Availability. Bank shall make one (1) term loan available on or
after the Effective Date but no later than the earlier of (i) five (5) Business
Days following Borrower closing on an initial public offering or (ii) July 31,
2006 to Borrower in an amount up to the Term Loan Amount, subject to the
satisfaction of the terms and conditions of this Agreement.

          (b) Repayment. Commencing on June 1, 2006 and on the first (1st) day
of each quarter thereafter, Borrower shall repay the Term Loan in (i) equal
installments of principal, which would fully amortize the Term Loan over a
twenty-four (24) month period, plus (ii) accrued interest ((i) and (ii)
collectively, the "TERM LOAN PAYMENT"). Borrower's final Term Loan Payment, due
on the Term Loan Maturity Date, shall include all outstanding principal and
accrued and unpaid interest under the Term Loan.

     2.2 GENERAL PROVISIONS RELATING TO THE CREDIT EXTENSION. Borrower shall pay
interest accrued on the Credit Extension at the rates and in the manner set
forth in Section 2.3(b).

     2.3 PAYMENT OF INTEREST ON THE CREDIT EXTENSION.

          (a) Computation of Interest. Interest on the Credit Extension and all
fees payable hereunder shall be computed on the basis of a 360-day year and the
actual number of days elapsed in the period during which such interest accrues.
In computing interest on any Credit Extension, the date of the making of such
Credit Extension shall be included and the date



of payment shall be excluded; provided, however, that if any Credit Extension is
repaid on the same day on which it is made, such day shall be included in
computing interest on such Credit Extension.

          (b) The Term Loan. The Term Loan shall bear interest on the
outstanding principal amount thereof from the date when made, continued or
converted until paid in full at a rate per annum equal to the LIBOR Rate plus
the LIBOR Rate Margin.

          (c) Default Interest. Except as otherwise provided in Section 2.3(b),
after an Event of Default or after acceleration of the Obligations, Obligations
shall bear interest at a rate per annum which is five percent (5.00%) above the
rate effective immediately before the Event of Default (the "DEFAULT RATE").
Payment or acceptance of the increased interest provided in this Section is not
a permitted alternative to timely payment and shall not constitute a waiver of
any Event of Default or otherwise prejudice or limit any rights or remedies of
Bank.

          (d) Debit of Accounts. Bank may debit any of Borrower's deposit
accounts, including the Designated Deposit Account, for principal and interest
payments when due, or any other amounts Borrower owes Bank, when due. Bank shall
promptly notify Borrower after it debits Borrower's accounts. These debits shall
not constitute a set-off.

     2.4 FEES. Borrower shall pay to Bank all Bank Expenses (including
reasonable attorneys' fees and expenses, plus expenses for documentation and
negotiation of this Agreement) incurred through and after the Effective Date,
immediately upon receipt of an invoice therefore.

     3. CONDITIONS OF LOANS

     3.1 CONDITIONS PRECEDENT TO CREDIT EXTENSION. Bank's obligation to make the
Credit Extension is subject to the condition precedent that Bank shall have
received, in form and substance satisfactory to Bank, such documents, and
completion of such other matters, as Bank may reasonably deem necessary or
appropriate, including, without limitation:

          (a) Borrower shall have delivered duly executed original signatures to
the Loan Documents to which it is a party;

          (b) Borrower shall have delivered duly executed original signatures to
the Control Agreement;

          (c) Borrower shall have delivered its Operating Documents and a good
standing certificate of Borrower certified by the Secretary of State of the
State of Delaware and the Secretary of State of the State of New Jersey as of a
date no earlier than thirty (30) days prior to the Effective Date;

          (d) Borrower shall have delivered duly executed original signatures to
the completed Borrowing Resolutions for Borrower;

          (e) Bank shall have received certified copies, dated as of a recent
date, of financing statement searches, as Bank shall request, accompanied by
written evidence (including


                                        2



any UCC termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection with
the Credit Extension, will be terminated or released;

          (f) Borrower shall have delivered the Perfection Certificate executed
by Borrower;

          (g) Borrower shall have delivered the insurance policies and/or
endorsements required pursuant to Section 6.4 hereof evidence satisfactory to
Bank that the insurance policies required by Section 6.4 hereof are in full
force and effect, together with appropriate evidence showing loss payable and/or
additional insured clauses or endorsements in favor of Bank; and

          (h) Borrower shall have paid the fees and Bank Expenses specified in
Section 2.4 hereof.

     3.2 PROCEDURE FOR THE BORROWING OF CREDIT EXTENSIONS.

     Subject to the prior satisfaction of all other applicable conditions to the
making of the Term Loan set forth in this Agreement, the Term Loan shall be made
upon Borrower's irrevocable written notice delivered to Bank in the form of a
Notice of Borrowing, executed by a Responsible Officer of Borrower or his or her
designee. Bank may rely on any telephone notice given by a person whom Bank
believes is a Responsible Officer or designee. Borrower will indemnify Bank for
any loss Bank suffers due to such reliance. Such Notice of Borrowing must be
received by Bank prior to 11:00 a.m. Pacific time, at least three (3) Business
Days prior to the Funding Date specifying the requested Funding Date.

     The proceeds of the Term Loan will then be made available to Borrower on
the Funding Date by Bank by transfer to the Designated Deposit Account and,
subsequently, by wire transfer to such other account as Borrower may instruct in
the Notice of Borrowing. No Credit Extensions shall be deemed made to Borrower,
and no interest shall accrue on the Term Loan, until the related funds have been
deposited in the Designated Deposit Account.

     3.3 SPECIAL PROVISIONS GOVERNING THE TERM LOAN.

     Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to the Term Loan as to the
matters covered:

          (a) Determination of Applicable Interest Rate. As soon as practicable
on each Interest Rate Determination Date, Bank shall determine (which
determination shall, absent manifest error in calculation, be final, conclusive
and binding upon all parties) the interest rate that shall apply to the Term
Loan and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Borrower.

          (b) Inability to Determine Applicable Interest Rate. In the event that
Bank shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto) on any Interest Rate Determination Date
with respect to the Term Loan, that by reason of circumstances affecting the
London interbank market adequate and fair means do not


                                        3



exist for ascertaining the interest rate applicable to the Term Loan on the
basis provided for in the definition of LIBOR, Bank shall on such date give
notice (by facsimile or by telephone confirmed in writing) to Borrower of such
determination, whereupon the Term Loan shall bear interest on the outstanding
principal amount thereof at the Alternate Rate until such time as Bank
determines that such circumstances cease to exist.

          (c) Compensation for Breakage or Non-Commencement of Interest Periods.
Borrower shall compensate Bank, upon written request by Bank (which request
shall set forth the manner and method of computing such compensation), for all
reasonable losses, expenses and liabilities, if any (including any interest paid
by Bank to lenders of funds borrowed by it to make or carry its Term Loan and
any loss, expense or liability incurred by Bank in connection with the
liquidation or re-employment of such funds), that Bank may incur: (i) if for any
reason (other than a default by Bank or due to any failure of Bank to fund a
Term Loan due to impracticability or illegality under Sections 3.4(d) and
3.4(e)) a borrowing does not occur on a date specified in a Notice of Borrowing,
or (ii) if any principal payment of any of its Term Loan occurs on a date prior
to the last day of an Interest Period.

          (d) Assumptions Concerning Funding of the Term Loan. Calculation of
all amounts payable to Bank under this Section and under Section 3.4 shall be
made as though Bank had actually funded the Term Loan through the purchase of a
Eurodollar deposit bearing interest at LIBOR in an amount equal to the amount of
such Term Loan and having a maturity comparable to the relevant Interest Period;
provided, however, that Bank may fund the Term Loan in any manner it sees fit
and the foregoing assumptions shall be utilized only for the purposes of
calculating amounts payable under this Section and under Section 3.4.

     3.4 ADDITIONAL REQUIREMENTS/PROVISIONS REGARDING THE TERM LOAN.

          (a) If for any reason (including voluntary or mandatory prepayment or
acceleration), Bank receives all or part of the principal amount of the Term
Loan prior to the last day of the Interest Period, Borrower shall immediately
notify Borrower's account officer at Bank and, on demand by Bank, pay Bank the
amount (if any) by which (i) the additional interest which would have been
payable on the amount so received had it not been received until the last day of
such Interest Period exceeds (ii) the interest which would have been recoverable
by Bank by placing the amount so received on deposit in the certificate of
deposit markets, the offshore currency markets, or United States Treasury
investment products, as the case may be, for a period starting on the date on
which it was so received and ending on the last day of such Interest Period at
the interest rate determined by Bank in its reasonable discretion. Bank's
determination as to such amount shall be conclusive absent manifest error.

          (b) Borrower shall pay Bank, upon demand by Bank, from time to time
such amounts as Bank may determine to be necessary to compensate it for any
costs incurred by Bank that Bank determines are attributable to its making or
maintaining of any amount receivable by Bank hereunder in respect of any Credit
Extensions relating thereto (such increases in costs and reductions in amounts
receivable being herein called "ADDITIONAL COSTS"), in each case resulting from
any Regulatory Change which:


                                        4



               (i) changes the basis of taxation of any amounts payable to Bank
under this Agreement in respect of any Credit Extensions (other than changes
which affect taxes measured by or imposed on the overall net income of Bank by
the jurisdiction in which Bank has its principal office);

               (ii) imposes or modifies any reserve, special deposit or similar
requirements relating to any extensions of credit or other assets of, or any
deposits with, or other liabilities of Bank (including any Credit Extensions or
any deposits referred to in the definition of LIBOR); or

               (iii) imposes any other condition affecting this Agreement (or
any of such extensions of credit or liabilities).

     Bank will notify Borrower of any event occurring after the Effective Date
which will entitle Bank to compensation pursuant to this Section 3.4 as promptly
as practicable after it obtains knowledge thereof and determines to request such
compensation. Bank will furnish Borrower with a statement setting forth the
basis and amount of each request by Bank for compensation under this Section
3.4. Determinations and allocations by Bank for purposes of this Section 3.4 of
the effect of any Regulatory Change on its costs of maintaining its obligations
to make Credit Extensions, of making or maintaining Credit Extensions, or on
amounts receivable by it in respect of Credit Extensions, and of the additional
amounts required to compensate Bank in respect of any Additional Costs, shall be
conclusive absent manifest error.

          (c) If Bank shall determine that the adoption or implementation of any
applicable law, rule, regulation, or treaty regarding capital adequacy, or any
change therein, or any change in the interpretation or administration thereof by
any governmental authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by Bank (or its
applicable lending office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank, or comparable agency, has or would have the effect of reducing the rate of
return on capital of Bank or any Person controlling Bank (a "PARENT") as a
consequence of its obligations hereunder to a level below that which Bank (or
its Parent) could have achieved but for such adoption, change, or compliance
(taking into consideration policies with respect to capital adequacy) by an
amount deemed by Bank to be material, then from time to time, within fifteen
(15) days after demand by Bank, Borrower shall pay to Bank such additional
amount or amounts as will compensate Bank for such reduction. A statement of
Bank claiming compensation under this Section 3.4(c) and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive
absent manifest error.

          (d) If, at any time, Bank, in its sole and absolute discretion,
determines that (i) the amount of the Term Loan for periods equal to the
corresponding Interest Periods are not available to Bank in the offshore
currency interbank markets, or (ii) LIBOR does not accurately reflect the cost
to Bank of lending the Term Loan, then Bank shall promptly give notice thereof
to Borrower. Upon the giving of such notice, the Term Loan shall bear interest
at the Alternate Rate until Bank determines that such circumstances have ceased
to exist.


                                        5



          (e) If it shall become unlawful for Bank to maintain the Term Loan, or
to perform its obligations hereunder, upon demand by Bank, Borrower shall prepay
the Credit Extensions in full with accrued interest thereon and all other
amounts payable by Borrower hereunder (including, without limitation, any amount
payable in connection with such prepayment pursuant to Section 3.4(a)).

     4. CREATION OF SECURITY INTEREST

     4.1 GRANT OF SECURITY INTEREST. Borrower hereby grants Bank, to secure the
payment and performance in full of all of the Obligations, a continuing security
interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products thereof.
Borrower represents, warrants, and covenants that the security interest granted
herein is and shall at all times continue to be a first priority perfected
security interest in the Collateral (subject only to Permitted Liens that may
have superior priority to Bank's Lien under this Agreement). If Borrower shall
acquire a commercial tort claim, Borrower shall promptly notify Bank in a
writing signed by Borrower of the general details thereof and grant to Bank in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
reasonably satisfactory to Bank.

     If this Agreement is terminated, Bank's Lien in the Collateral shall
continue until the Obligations (other than inchoate indemnity obligations) are
repaid in full in cash. Upon payment in full in cash of the Obligations and at
such time as Bank's obligation to make Credit Extensions has terminated, Bank
shall, at Borrower's sole cost and expense, release its Liens in the Collateral
and all rights therein shall revert to Borrower.

     4.2 AUTHORIZATION TO FILE FINANCING STATEMENTS. Borrower hereby authorizes
Bank to file financing statements, without notice to Borrower, with all
appropriate jurisdictions to perfect or protect Bank's interest or rights
hereunder, including a notice that any disposition of the Collateral, by either
Borrower or any other Person, shall be deemed to violate the rights of Bank
under the Code.

     5. REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants as follows:

     5.1 DUE ORGANIZATION AND AUTHORIZATION. Borrower and each of its
Subsidiaries are duly existing and in good standing as Registered Organizations
only in the State of Delaware and are qualified and licensed to do business and
are in good standing in any jurisdiction in which the conduct of their business
or their ownership of property requires that they be qualified except where the
failure to do so could not reasonably be expected to have a material adverse
effect on Borrower's business. In connection with this Agreement, Borrower has
delivered to Bank a completed certificate substantially in the form attached
hereto as Exhibit E signed by Borrower, entitled "Perfection Certificate."
Borrower represents and warrants to Bank that (a) Borrower's exact legal name is
that indicated on the Perfection Certificate and on the signature page hereof;
(b) Borrower is an organization of the type and is organized in the jurisdiction
set forth in the Perfection Certificate; (c) the Perfection Certificate
accurately sets forth Borrower's


                                        6



organizational identification number or accurately states that Borrower has
none; (d) the Perfection Certificate accurately sets forth Borrower's place of
business, or, if more than one, its chief executive office as well as Borrower's
mailing address (if different than its chief executive office); (e) Borrower
(and each of its predecessors) has not, in the past five (5) years, changed its
state of formation, organizational structure or type, or any organizational
number assigned by its jurisdiction; and (f) all other information set forth on
the Perfection Certificate pertaining to Borrower and each of its Subsidiaries
is accurate and complete. If Borrower is not now a Registered Organization but
later becomes one, Borrower shall promptly notify Bank of such occurrence and
provide Bank with Borrower's organizational identification number.

     The execution, delivery and performance of the Loan Documents have been
duly authorized, and do not conflict with Borrower's organizational documents,
nor constitute an event of default under any material agreement by which
Borrower is bound. Borrower is not in default under any agreement to which it is
a party or by which it is bound in which the default could have a material
adverse effect on Borrower's business.

     5.2 COLLATERAL. Borrower has good title to, has rights in, and the power to
transfer each item of the Collateral upon which it purports to grant a Lien
hereunder, free and clear of any and all Liens except Permitted Liens. Borrower
has no deposit accounts other than (a) deposit accounts with Bank, (b) deposit
accounts, if any, described in the Perfection Certificate delivered to Bank in
connection herewith, and (c) deposit accounts with respect to which Borrower has
given Bank notice and to the extent required under this Agreement, taken such
actions as are necessary to give Bank a perfected security interest therein.

     The Collateral is not in the possession of any third party bailee (such as
a warehouse) except as otherwise provided in the Perfection Certificate. None of
the components of the Collateral shall be maintained at locations other than as
provided in the Perfection Certificate or as Borrower has given Bank notice
pursuant to Section 7.2. In the event that Borrower, after the date hereof,
intends to store or otherwise deliver any portion of the Collateral to a bailee,
then Borrower will first receive the written consent of Bank and such bailee
must execute and deliver a bailee agreement in form and substance satisfactory
to Bank in its sole discretion.

     Borrower is the sole owner of its intellectual property, except for
non-exclusive licenses granted to its customers in the ordinary course of
business. Each patent is valid and enforceable, and no part of the intellectual
property has been judged invalid or unenforceable, in whole or in part, and to
the best of Borrower's knowledge, no claim has been made that any part of the
intellectual property violates the rights of any third party except to the
extent such claim could not reasonably be expected to have a material adverse
effect on Borrower's business. Except as noted on the Perfection Certificate,
Borrower is not a party to, or bound by, any material license or other agreement
with respect to which Borrower is the licensee that prohibits or otherwise
restricts Borrower from granting a security interest in Borrower's interest in
such license or agreement or any other property. Borrower shall provide written
notice to Bank within ten (10) days of entering or becoming bound by any such
license or agreement which is reasonably likely to have a material impact on
Borrower's business or financial condition (other than over-the-counter software
that is commercially available to the public). Borrower shall take such steps as
Bank requests to obtain the consent of, or waiver by, any Person whose consent
or waiver is necessary for all such licenses or contract rights to be deemed
"Collateral" and for Bank to have


                                        7



a security interest in it that might otherwise be restricted or prohibited by
law or by the terms of any such license or agreement (such consent or
authorization may include a licensor's agreement to a contingent assignment of
the license to Bank if Bank determines that is necessary in its good faith
judgment), whether now existing or entered into in the future.

     5.3 LITIGATION. There are no actions or proceedings pending or, to the
knowledge of the Responsible Officers, threatened in writing by or against
Borrower or any of its Subsidiaries involving more than Two Hundred Fifty
Thousand Dollars ($250,000).

     5.4 NO MATERIAL DEVIATION IN FINANCIAL STATEMENTS. All consolidated
financial statements for Borrower and any of its Subsidiaries delivered to Bank
fairly present in all material respects Borrower's consolidated financial
condition and Borrower's consolidated results of operations as of the dates
thereof. There has not been any material deterioration in Borrower's
consolidated financial condition since the date of the most recent financial
statements submitted to Bank.

     5.5 SOLVENCY. Borrower is not left with unreasonably small capital after
the transactions contemplated by this Agreement; and Borrower is able to pay its
debts (including trade debts) as they mature.

     5.6 REGULATORY COMPLIANCE. Borrower is not an "investment company" or a
company "controlled" by an "investment company" under the Investment Company
Act. Borrower is not engaged as one of its important activities in extending
credit for margin stock (under Regulations T and U of the Federal Reserve Board
of Governors). Borrower has complied in all material respects with the Federal
Fair Labor Standards Act. Borrower has not violated any laws, ordinances or
rules, the violation of which could reasonably be expected to have a material
adverse effect on its business. None of Borrower's or any of its Subsidiaries'
properties or assets has been used by Borrower or any Subsidiary or, to the best
of Borrower's knowledge, by previous Persons, in disposing, producing, storing,
treating, or transporting any hazardous substance other than legally. Borrower
and each of its Subsidiaries have obtained all consents, approvals and
authorizations of, made all declarations or filings with, and given all notices
to, all government authorities that are necessary to continue its business as
currently conducted.

     5.7 SUBSIDIARIES; INVESTMENTS. Borrower does not own any stock, partnership
interest or other equity securities except for Permitted Investments.

     5.8 TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS. Borrower has timely
filed all required tax returns and reports, and Borrower has timely paid all
foreign, federal, state and local taxes, assessments, deposits and contributions
owed by Borrower. Borrower may defer payment of any contested taxes, provided
that Borrower (a) in good faith contests its obligation to pay the taxes by
appropriate proceedings promptly and diligently instituted and conducted, (b)
notifies Bank in writing of the commencement of, and any material development
in, the proceedings, and (c) posts bonds or takes any other steps required to
prevent the governmental authority levying such contested taxes from obtaining a
Lien upon any of the Collateral that is other than a "Permitted Lien." Borrower
is unaware of any claims or adjustments proposed for any of Borrower's prior tax
years which could result in additional taxes becoming due and


                                        8



payable by Borrower. Borrower has paid all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with their
terms, and Borrower has not withdrawn from participation in, and has not
permitted partial or complete termination of, or permitted the occurrence of any
other event with respect to, any such plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental agency.

     5.9 USE OF PROCEEDS. Borrower shall use the proceeds of the Credit
Extensions solely to finance a dividend to Borrower's preferred shareholders and
to fund its general business requirements and not for personal, family,
household or agricultural purposes.

     5.10 FULL DISCLOSURE. No written representation, warranty or other
statement of Borrower in any certificate or written statement given to Bank, as
of the date such representations, warranties, or other statements were made,
taken together with all such written certificates and written statements given
to Bank, contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained in the certificates or
statements not misleading (it being recognized by Bank that the projections and
forecasts provided by Borrower in good faith and based upon reasonable
assumptions are not viewed as facts and that actual results during the period or
periods covered by such projections and forecasts may differ from the projected
or forecasted results).

     6. AFFIRMATIVE COVENANTS

     Borrower shall do all of the following:

     6.1 GOVERNMENT COMPLIANCE. Maintain its and all its Subsidiaries' legal
existence and good standing in their respective jurisdictions of formation and
maintain qualification in each jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on Borrower's
business or operations. Borrower shall comply, and have each Subsidiary comply,
with all laws, ordinances and regulations to which it is subject, noncompliance
with which could have a material adverse effect on Borrower's business.

     6.2 FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.

          (a) DELIVER TO BANK: (i) so long as Borrower is not subject to the
reporting requirements under the Securities Exchange Act of 1934, as amended
(the "ACT"), as soon as available, but no later than thirty (30) days after the
last day of each month, a company prepared consolidated balance sheet and income
statement covering Borrower's and each of its Subsidiary's operations during the
period certified by a Responsible Officer and in a form acceptable to Bank; (ii)
so long as Borrower is not subject to the reporting requirements under the Act,
as soon as available, but no later than one hundred twenty (120) days after the
last day of Borrower's fiscal year, audited consolidated financial statements
prepared under GAAP, consistently applied, together with an unqualified opinion
on the financial statements from an independent certified public accounting firm
acceptable to Bank in its reasonable discretion; (iii) within five (5) days of
delivery, copies of all statements, reports and notices made available to
Borrower's security holders or to any holders of Subordinated Debt; (iv) in the
event that Borrower becomes subject to the reporting requirements under the Act,
within forty-five (45)


                                        9



days of filing, all reports on Form 10-Q and 8-K filed with the Securities and
Exchange Commission or a link thereto on Borrower's or another website on the
Internet; (v) in the event that Borrower becomes subject to the reporting
requirements under the Act, as amended, within one hundred twenty (120) days of
Borrower's fiscal year end, all reports on Form 10-K filed with the Securities
and Exchange Commission or a link thereto on Borrower's or another website on
the Internet; (vi) a prompt report of any legal actions pending or threatened
against Borrower or any of its Subsidiaries that could result in damages or
costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000)
or more; (vii) prompt notice of an event that materially and adversely affects
the value of the intellectual property; (viii) as soon as available, but no
later than thirty (30) days after approval by Borrower's board of directors,
copies of all annual financial projections, commensurate in form, substance and
timing with those provided by Borrower to its venture capital and other
investors and (ix) budgets, sales projections, operating plans and other
financial information reasonably requested by Bank.

          (b) Within (i) thirty (30) days after the last day of each month so
long as Borrower is not subject to the reporting requirements under the Act or
(ii) at all times that Borrower is subject to the reporting requirements of the
Act, Borrower shall deliver to Bank within forty-five (45) days after the last
day of each quarter, a duly completed Compliance Certificate signed by a
Responsible Officer setting forth calculations showing compliance with the
financial covenant set forth in this Agreement and as soon as available, but in
no event more than seven (7) days after each month end, a cash balance report in
form and detail satisfactory to Bank in all respects

          (c) Allow Bank to audit Borrower's Collateral at Borrower's expense.

     6.3 TAXES; PENSIONS. Make, and cause each of its Subsidiaries to make,
timely payment of all foreign, federal, state, and local taxes or assessments
(other than taxes and assessments which Borrower is contesting pursuant to the
terms of Section 5.8 hereof) and shall deliver to Bank, on demand, appropriate
certificates attesting to such payments, and pay all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans in
accordance with their terms.

     6.4 INSURANCE. Keep its business and the Collateral insured for risks and
in amounts standard for companies in Borrower's industry and location and as
Bank may reasonably request. Insurance policies shall be in a form, with
companies, and in amounts that are satisfactory to Bank. All property policies
shall have a lender's loss payable endorsement showing Bank as the sole loss
payee and waive subrogation against Bank, and all liability policies shall show,
or have endorsements showing, Bank as an additional insured. All policies (or
the loss payable and additional insured endorsements) shall provide that the
insurer must give Bank at least twenty (20) days notice before canceling,
amending, or declining to renew its policy. At Bank's request, Borrower shall
deliver certified copies of policies and evidence of all premium payments.
Proceeds payable under any policy shall, at Bank's option, be payable to Bank on
account of the Obligations. Notwithstanding the foregoing, (a) so long as no
Event of Default has occurred and is continuing, Borrower shall have the option
of applying the proceeds of any casualty insurance policy up to Two Hundred
Fifty Thousand Dollars ($250,000), in the aggregate, toward the replacement or
repair of destroyed or damaged property; provided that any such replaced or
repaired property (i) shall be of equal or like value as the replaced or
repaired Collateral and (ii)


                                       10



shall be deemed Collateral in which Bank has been granted a first priority
security interest, and (b) after the occurrence and during the continuance of an
Event of Default, all proceeds payable under such casualty policy shall, at the
option of Bank, be payable to Bank on account of the Obligations. If Borrower
fails to obtain insurance as required under this Section 6.4 or to pay any
amount or furnish any required proof of payment to third Persons and Bank, Bank
may make all or part of such payment or obtain such insurance policies required
in this Section 6.4, and take any action under the policies Bank deems prudent.

     6.5 OPERATING ACCOUNTS.

          (a) Maintain its primary operating accounts with Bank.

          (b) Provide Bank not less than five (5) days prior written notice
before establishing any Collateral Account at or with any bank or financial
institution other than Bank or its Affiliates. In addition, for each Collateral
Account that Borrower at any time maintains, Borrower shall cause the applicable
bank or financial institution (other than Bank) at or with which any Collateral
Account is maintained to execute and deliver a Control Agreement or other
appropriate instrument with respect to such Collateral Account to perfect Bank's
Lien in such Collateral Account in accordance with the terms hereof; provided,
however that no Control Agreement is required for any deposit account with an
amount on deposit the does not at any time exceed Two Hundred Fifty Thousand
Dollars ($250,000), so long as the aggregate amounts in such deposit accounts do
not exceed One Million Dollars ($1,000,000). The provisions of the previous
sentence which require a Control Agreement, shall not apply to deposit accounts
exclusively used for payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of Borrower's employees and identified to Bank by
Borrower as such.

     6.6 FINANCIAL COVENANTS. Borrower shall maintain, at all times, to be
tested as of the last day of each month, unless otherwise noted, on a
consolidated basis with respect to Borrower and its Subsidiaries a ratio of
Quick Assets to Current Liabilities minus Deferred Revenue of at least 1.5 to
1.0 (the "ADJUSTED QUICK RATIO").

     6.7 PROTECTION AND REGISTRATION OF INTELLECTUAL PROPERTY RIGHTS. Borrower
shall:

          (a) protect, defend and maintain the validity and enforceability of
its intellectual property;

          (b) promptly advise Bank in writing of material infringements of its
intellectual property; and

          (c) not allow any intellectual property material to Borrower's
business to be abandoned, forfeited or dedicated to the public without Bank's
written consent. If Borrower decides to register any copyrights or mask works in
the United States Copyright Office, Borrower shall: (x) provide Bank with at
least fifteen (15) days prior written notice of its intent to register such
copyrights or mask works together with a copy of the application it intends to
file with the United States Copyright Office (excluding exhibits thereto); (y)
execute an intellectual property security agreement or such other documents as
Bank may reasonably request to maintain the perfection and priority of Bank's
security interest in the copyrights or mask works


                                       11



intended to be registered with the United States Copyright Office; and (z)
record such intellectual property security agreement with the United States
Copyright Office contemporaneously with filing the copyright or mask work
application(s) with the United States Copyright Office. Borrower shall promptly
provide to Bank a copy of the application(s) filed with the United States
Copyright Office together with evidence of the recording of the intellectual
property security agreement necessary for Bank to maintain the perfection and
priority of its security interest in such copyrights or mask works. Borrower
shall provide written notice to Bank of any application filed by Borrower in the
United States Patent and Trademark Office for a patent or to register a
trademark or service mark within thirty (30) days after any such filing.

     6.8 LITIGATION COOPERATION. From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank,
Borrower and its officers, employees and agents and Borrower's books and
records, to the extent that Bank may deem them reasonably necessary to prosecute
or defend any third-party suit or proceeding instituted by or against Bank with
respect to any Collateral or relating to Borrower.

     6.9 FURTHER ASSURANCES. Borrower shall execute any further instruments and
take further action as Bank reasonably requests to perfect or continue Bank's
Lien in the Collateral or to effect the purposes of this Agreement.

     7. NEGATIVE COVENANTS

     Borrower shall not do any of the following without Bank's prior written
     consent:

     7.1 DISPOSITIONS. Convey, sell, lease, transfer or otherwise dispose of
(collectively, "TRANSFER"), or permit any of its Subsidiaries to Transfer, all
or any part of its business or property, except for Transfers (a) of Inventory
in the ordinary course of business; (b) of worn-out or obsolete Equipment; and
(c) in connection with Permitted Liens and Permitted Investments.

     7.2 CHANGES IN BUSINESS OR BUSINESS LOCATIONS.

          (a) Engage in or permit any of its Subsidiaries to engage in any
business other than the businesses currently engaged in by Borrower and such
Subsidiary, as applicable, or reasonably related thereto; or (b) liquidate or
dissolve. Borrower shall not, without at least thirty (30) days prior written
notice to Bank: (1) add any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than One
Hundred Thousand Dollars ($100,000) in Borrower's assets or property), (2)
change its jurisdiction of organization, (3) change its organizational structure
or type, (4) change its legal name, or (5) change any organizational number (if
any) assigned by its jurisdiction of organization.

     7.3 MERGERS OR ACQUISITIONS. Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit any of its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person. A Subsidiary may merge or
consolidate with or into another Subsidiary or into Borrower.


                                       12



     7.4 INDEBTEDNESS. Create, incur, assume, or be liable for any Indebtedness,
or permit any Subsidiary to do so, other than Permitted Indebtedness.

     7.5 ENCUMBRANCE. Create, incur, or allow any Lien on any of its property,
or assign or convey any right to receive income, including the sale of any
Accounts, or permit any of its Subsidiaries to do so, except for Permitted
Liens, permit any Collateral not to be subject to the first priority security
interest granted herein, or enter into any agreement, document, instrument or
other arrangement (except with or in favor of Bank) with any Person which
directly or indirectly prohibits or has the effect of prohibiting Borrower or
any Subsidiary from assigning, mortgaging, pledging, granting a security
interest in or upon, or encumbering any of Borrower's or any Subsidiary's
intellectual property, except as is otherwise permitted in Section 7.1 hereof
and the definition of "Permitted Lien" herein.

     7.6 MAINTENANCE OF COLLATERAL ACCOUNTS. Maintain any Collateral Account
except pursuant to the terms of Section 6.5(b) hereof.

     7.7 INVESTMENTS; DISTRIBUTIONS.

          (a) Directly or indirectly make any Investment other than Permitted
Investments, or permit any of its Subsidiaries to do so; or (b) pay any
dividends or make any distribution or payment or redeem, retire or purchase any
capital stock provided that (i) Borrower may convert any of its convertible
securities into other securities pursuant to the terms of such convertible
securities or otherwise in exchange thereof, (ii) Borrower may pay dividends
solely in common stock, and (iii) Borrower may repurchase the stock of former
employees or consultants pursuant to stock repurchase agreements so long as an
Event of Default does not exist at the time of such repurchase and would not
exist after giving effect to such repurchase, provided such repurchase does not
exceed in the aggregate of Fifty Thousand Dollars ($50,000) per fiscal year.

     7.8 TRANSACTIONS WITH AFFILIATES. Directly or indirectly enter into or
permit to exist any material transaction with any Affiliate of Borrower, except
for transactions that are in the ordinary course of Borrower's business, upon
fair and reasonable terms that are no less favorable to Borrower than would be
obtained in an arm's length transaction with a non-affiliated Person.

     7.9 SUBORDINATED DEBT.

          (a) Make or permit any payment on any Subordinated Debt, except under
the terms of the subordination, intercreditor, or other similar agreement to
which such Subordinated Debt is subject, or

          (b) Amend any provision in any document relating to the Subordinated
Debt which would increase the amount thereof or adversely affect the
subordination thereof to Obligations owed to Bank.

     7.10 COMPLIANCE. Become an "investment company" or a company controlled by
an "investment company," under the Investment Company Act of 1940 or undertake
as one of its important activities extending credit to purchase or carry margin
stock (as defined in Regulation


                                       13



U of the Board of Governors of the Federal Reserve System), or use the proceeds
of any Credit Extension for that purpose; fail to meet the minimum funding
requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as
defined in ERISA, to occur; fail or permit any Subsidiary to fail to comply with
the Federal Fair Labor Standards Act or violate any other law or regulation, if
the violation could reasonably be expected to have a material adverse effect on
Borrower's business; withdraw or permit any Subsidiary to withdraw from
participation in, permit partial or complete termination of, or permit the
occurrence of any other event with respect to, any present pension, profit
sharing and deferred compensation plan which could reasonably be expected to
result in any liability of Borrower, including any liability to the Pension
Benefit Guaranty Corporation or its successors or any other governmental agency.

     8. EVENTS OF DEFAULT

     Any one of the following shall constitute an event of default (an "EVENT OF
DEFAULT") under this Agreement:

     8.1 PAYMENT DEFAULT. Borrower fails to (a) make any payment of principal or
interest on any Credit Extension on its due date, or (b) pay any other
Obligations within three (3) Business Days after such Obligations are due and
payable. During the cure period, the failure to cure the payment default is not
an Event of Default (but no Credit Extension will be made during the cure
period);

     8.2 COVENANT DEFAULT.

          (a) Borrower fails or neglects to perform any obligation in Sections
6.2, 6.5, 6.5, 6.6 or violates any covenant in Section 7; or

          (b) Borrower fails or neglects to perform, keep, or observe any other
term, provision, condition, covenant or agreement contained in this Agreement,
any Loan Document, and as to any default (other than those specified in Section
8.8 below) under such other term, provision, condition, covenant or agreement
that can be cured, has failed to cure the default within ten (10) days after the
occurrence thereof; provided, however, that if the default cannot by its nature
be cured within the ten (10) day period or cannot after diligent attempts by
Borrower be cured within such ten (10) day period, and such default is likely to
be cured within a reasonable time, then Borrower shall have an additional period
(which shall not in any case exceed thirty (30) days) to attempt to cure such
default, and within such reasonable time period the failure to cure the default
shall not be deemed an Event of Default (but no Credit Extensions shall be made
during such cure period). Grace periods provided under this Section shall not
apply, among other things, to financial covenants or any other covenants set
forth in subsection (a) above;

     8.3 MATERIAL ADVERSE CHANGE. A Material Adverse Change occurs;


                                       14



     8.4 ATTACHMENT. (a) Any material portion of Borrower's assets is attached,
seized, levied on, or comes into possession of a trustee or receiver and the
attachment, seizure or levy is not removed in ten (10) days; (b) the service of
process upon Bank seeking to attach, by trustee or similar process, any funds of
Borrower, or of any entity under control of Borrower (including a Subsidiary) on
deposit with Bank; (c) Borrower is enjoined, restrained, or prevented by court
order from conducting a material part of its business; (d) a judgment or other
claim in excess of Fifty Thousand Dollars ($50,000) becomes a Lien on any of
Borrower's assets; or (e) a notice of lien, levy, or assessment is filed against
any of Borrower's assets by any government agency and not paid within ten (10)
days after Borrower receives notice. These are not Events of Default if stayed
or if a bond is posted pending contest by Borrower (but no Credit Extensions
shall be made during the cure period);

     8.5 INSOLVENCY. (a) Borrower is unable to pay its debts (including trade
debts) as they become due or otherwise becomes insolvent; (b) Borrower begins an
Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower
and not dismissed or stayed within thirty (30) days (but no Credit Extensions
shall be made while of any of the conditions described in clause (a) exist
and/or until any Insolvency Proceeding is dismissed);

     8.6 OTHER AGREEMENTS. There is a default in any agreement to which Borrower
is a party with a third party or parties resulting in a right by such third
party or parties, whether or not exercised, to accelerate the maturity of any
Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars
($250,000) or that could have a material adverse effect on Borrower's business;

     8.7 JUDGMENTS. A judgment or judgments for the payment of money in an
amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand
Dollars ($250,000) (not covered by independent third-party insurance) shall be
rendered against Borrower and shall remain unsatisfied and unstayed for a period
of ten (10) days after the entry thereof (provided that no Credit Extensions
will be made prior to the satisfaction or stay of such judgment);

     8.8 MISREPRESENTATIONS. Borrower or any Person acting for Borrower makes
any representation, warranty, or other statement now or later in this Agreement,
in any other Loan Document or in any writing delivered to Bank or to induce Bank
to enter this Agreement or any Loan Document, and such representation, warranty,
or other statement is incorrect in any material respect when made; or

     8.9 SUBORDINATED DEBT. A default or breach occurs under any agreement
between Borrower and any creditor of Borrower that signed a subordination,
intercreditor, or other similar agreement with Bank, or any creditor that has
signed such an agreement with Bank breaches any terms of such agreement.

     9. BANK'S RIGHTS AND REMEDIES

     9.1 RIGHTS AND REMEDIES. While an Event of Default occurs and continues
Bank may, without notice or demand, do any or all of the following:


                                       15



          (a) declare all Obligations immediately due and payable (but if an
Event of Default described in Section 8.5 occurs all Obligations are immediately
due and payable without any action by Bank);

          (b) stop advancing money or extending credit for Borrower's benefit
under this Agreement or under any other agreement between Borrower and Bank;

          (c) settle or adjust disputes and claims directly with Account Debtors
for amounts on terms and in any order that Bank considers advisable, notify any
Person owing Borrower money of Bank's security interest in such funds, and
verify the amount of such account;

          (d) make any payments and do any acts it considers necessary or
reasonable to protect the Collateral and/or its security interest in the
Collateral. Borrower shall assemble the Collateral if Bank requests and make it
available as Bank designates. Bank may enter premises where the Collateral is
located, take and maintain possession of any part of the Collateral, and pay,
purchase, contest, or compromise any Lien which appears to be prior or superior
to its security interest and pay all expenses incurred. Borrower grants Bank a
license to enter and occupy any of its premises, without charge, to exercise any
of Bank's rights or remedies;

          (e) apply to the Obligations any (i) balances and deposits of Borrower
it holds, or (ii) any amount held by Bank owing to or for the credit or the
account of Borrower;

          (f) ship, reclaim, recover, store, finish, maintain, repair, prepare
for sale, advertise for sale, and sell the Collateral. Bank is hereby granted a
non-exclusive, royalty-free license or other right to use, without charge,
Borrower's labels, patents, copyrights, mask works, rights of use of any name,
trade secrets, trade names, trademarks, service marks, and advertising matter,
or any similar property as it pertains to the Collateral, in completing
production of, advertising for sale, and selling any Collateral and, in
connection with Bank's exercise of its rights under this Section, Borrower's
rights under all licenses and all franchise agreements inure to Bank's benefit;

          (g) place a "hold" on any account maintained with Bank and/or deliver
a notice of exclusive control, any entitlement order, or other directions or
instructions pursuant to any Control Agreement or similar agreements providing
control of any Collateral;

          (h) demand and receive possession of Borrower's Books; and

          (i) exercise all rights and remedies available to Bank under the Loan
Documents or at law or equity, including all remedies provided under the Code
(including disposal of the Collateral pursuant to the terms thereof).

     9.2 POWER OF ATTORNEY. Borrower hereby irrevocably appoints Bank as its
lawful attorney-in-fact, exercisable upon the occurrence and during the
continuance of an Event of Default, to: (a) endorse Borrower's name on any
checks or other forms of payment or security; (b) sign Borrower's name on any
invoice or bill of lading for any Account or drafts against Account Debtors; (c)
settle and adjust disputes and claims about the Accounts directly with


                                       16



Account Debtors, for amounts and on terms Bank determines reasonable; (d) make,
settle, and adjust all claims under Borrower's insurance policies; (e) pay,
contest or settle any Lien, charge, encumbrance, security interest, and adverse
claim in or to the Collateral, or any judgment based thereon, or otherwise take
any action to terminate or discharge the same; and (f) transfer the Collateral
into the name of Bank or a third party as the Code permits. Borrower hereby
appoints Bank as its lawful attorney-in-fact to sign Borrower's name on any
documents necessary to perfect or continue the perfection of any security
interest regardless of whether an Event of Default has occurred until all
Obligations have been satisfied in full and Bank is under no further obligation
to make Credit Extensions hereunder. Bank's foregoing appointment as Borrower's
attorney in fact, and all of Bank's rights and powers, coupled with an interest,
are irrevocable until all Obligations have been fully repaid and performed and
Bank's obligation to provide Credit Extensions terminates.

     9.3 ACCOUNTS VERIFICATION; COLLECTION. Whether or not an Event of Default
has occurred and is continuing, Bank may notify any Person owing Borrower money
of Bank's security interest in such funds and verify the amount of such account.
After the occurrence of an Event of Default, any amounts received by Borrower
shall be held in trust by Borrower for Bank, and, if requested by Bank, Borrower
shall immediately deliver such receipts to Bank in the form received from the
Account Debtor, with proper endorsements for deposit.

     9.4 PROTECTIVE PAYMENTS. If Borrower fails to obtain the insurance called
for by Section 6.4 or fails to pay any premium thereon or fails to pay any other
amount which Borrower is obligated to pay under this Agreement or any other Loan
Document, Bank may obtain such insurance or make such payment, and all amounts
so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest applicable rate, and secured by the Collateral.
Bank will make reasonable efforts to provide Borrower with notice of Bank
obtaining such insurance at the time it is obtained or within a reasonable time
thereafter. No payments by Bank are deemed an agreement to make similar payments
in the future or Bank's waiver of any Event of Default.

     9.5 APPLICATION OF PAYMENTS AND PROCEEDS. Unless an Event of Default has
occurred and is continuing, Bank shall apply any funds in its possession,
whether from Borrower account balances, payments, or proceeds realized as the
result of any collection of Accounts or other disposition of the Collateral,
first, to Bank Expenses, including without limitation, the reasonable costs,
expenses, liabilities, obligations and attorneys' fees incurred by Bank in the
exercise of its rights under this Agreement; second, to the interest due upon
any of the Obligations; and third, to the principal of the Obligations and any
applicable fees and other charges, in such order as Bank shall determine in its
sole discretion. Any surplus shall be paid to Borrower or other Persons legally
entitled thereto; Borrower shall remain liable to Bank for any deficiency. If an
Event of Default has occurred and is continuing, Bank may apply any funds in its
possession, whether from Borrower account balances, payments, proceeds realized
as the result of any collection of Accounts or other disposition of the
Collateral, or otherwise, to the Obligations in such order as Bank shall
determine in its sole discretion. Any surplus shall be paid to Borrower or other
Persons legally entitled thereto; Borrower shall remain liable to Bank for any
deficiency. If Bank, in its good faith business judgment, directly or indirectly
enters into a deferred payment or other credit transaction with any purchaser at
any sale of Collateral, Bank


                                       17



shall have the option, exercisable at any time, of either reducing the
Obligations by the principal amount of the purchase price or deferring the
reduction of the Obligations until the actual receipt by Bank of cash therefor.

     9.6 BANK'S LIABILITY FOR COLLATERAL. So long as Bank complies with
reasonable banking practices regarding the safekeeping of the Collateral in the
possession or under the control of Bank, Bank shall not be liable or responsible
for: (a) the safekeeping of the Collateral; (b) any loss or damage to the
Collateral; (c) any diminution in the value of the Collateral; or (d) any act or
default of any carrier, warehouseman, bailee, or other Person. Borrower bears
all risk of loss, damage or destruction of the Collateral.

     9.7 NO WAIVER; REMEDIES CUMULATIVE. Bank's failure, at any time or times,
to require strict performance by Borrower of any provision of this Agreement or
any other Loan Document shall not waive, affect, or diminish any right of Bank
thereafter to demand strict performance and compliance herewith or therewith. No
waiver hereunder shall be effective unless signed by Bank and then is only
effective for the specific instance and purpose for which it is given. Bank's
rights and remedies under this Agreement and the other Loan Documents are
cumulative. Bank has all rights and remedies provided under the Code, by law, or
in equity. Bank's exercise of one right or remedy is not an election, and Bank's
waiver of any Event of Default is not a continuing waiver. Bank's delay in
exercising any remedy is not a waiver, election, or acquiescence.

     9.8 DEMAND WAIVER. Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.

     10. NOTICES

     All notices, consents, requests, approvals, demands, or other communication
(collectively, "COMMUNICATION") by any party to this Agreement or any other Loan
Document must be in writing and shall be deemed to have been validly served,
given, or delivered: (a) upon the earlier of actual receipt and three (3)
Business Days after deposit in the U.S. mail, first class, registered or
certified mail return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by electronic mail or facsimile transmission; (c) one
(1) Business Day after deposit with a reputable overnight courier with all
charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of
which shall be addressed to the party to be notified and sent to the address,
facsimile number, or email address indicated below. Bank or Borrower may change
its address or facsimile number by giving the other party written notice thereof
in accordance with the terms of this Section 10.

          If to Borrower: Commvault Systems, Inc.
                          2 Crescent Place
                          Oceanport, New Jersey 07757-0900
                          Attn: Lou Miceli, Chief Financial Officer
                          Fax: (732) 870-4514
                          Email: lmiceli@commvault.com


                                       18



         If to Bank: Silicon Valley Bank
                     5 Radnor Corporate Center, Suite 555
                     100 Matsonford Road
                     Radnor, PA 19087
                     Attn: Richard White
                     Fax: (610) 971-2063
                     Email: rwhite@svbank.com

     11. CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER AND JUDICIAL REFERENCE

     Pennsylvania law governs the Loan Documents without regard to principles of
conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of
the State and Federal courts in Santa Clara County, California; provided,
however, that nothing in this Agreement shall be deemed to operate to preclude
Bank from bringing suit or taking other legal action in any other jurisdiction
to realize on the Collateral or any other security for the Obligations, or to
enforce a judgment or other court order in favor of Bank. Borrower expressly
submits and consents in advance to such jurisdiction in any action or suit
commenced in any such court, and Borrower hereby waives any objection that it
may have based upon lack of personal jurisdiction, improper venue, or forum non
conveniens and hereby consents to the granting of such legal or equitable relief
as is deemed appropriate by such court. Borrower hereby waives personal service
of the summons, complaints, and other process issued in such action or suit and
agrees that service of such summons, complaints, and other process may be made
by registered or certified mail addressed to Borrower at the address set forth
in Section 10 of this Agreement and that service so made shall be deemed
completed upon the earlier to occur of Borrower's actual receipt thereof or
three (3) days after deposit in the U.S. mails, proper postage prepaid.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER
CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS
AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES' AGREEMENT TO WAIVE THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial
by jury is not enforceable, the parties hereto agree that any and all disputes
or controversies of any nature between them arising at any time shall be decided
by a reference to a private judge, mutually selected by the parties (or, if they
cannot agree, by the Presiding Judge of the Santa Clara County, California
Superior Court) appointed in accordance with California Code of Civil Procedure
Section 638 (or pursuant to comparable provisions of federal law if the dispute
falls within the exclusive jurisdiction of the federal courts), sitting without
a jury, in Santa Clara County, California; and the parties hereby submit to the
jurisdiction of such court. The reference proceedings shall be conducted
pursuant to and in accordance with the provisions of California Code of Civil
Procedure Sections 638 through 645.1, inclusive. The private judge shall have
the power, among others, to grant provisional relief, including without
limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing


                                       19



receivers. All such proceedings shall be closed to the public and confidential
and all records relating thereto shall be permanently sealed. If during the
course of any dispute, a party desires to seek provisional relief, but a judge
has not been appointed at that point pursuant to the judicial reference
procedures, then such party may apply to the Santa Clara County, California
Superior Court for such relief. The proceeding before the private judge shall be
conducted in the same manner as it would be before a court under the rules of
evidence applicable to judicial proceedings. The parties shall be entitled to
discovery which shall be conducted in the same manner as it would be before a
court under the rules of discovery applicable to judicial proceedings. The
private judge shall oversee discovery and may enforce all discovery rules and
order applicable to judicial proceedings in the same manner as a trial court
judge. The parties agree that the selected or appointed private judge shall have
the power to decide all issues in the action or proceeding, whether of fact or
of law, and shall report a statement of decision thereon pursuant to the
California Code of Civil Procedure Section 644(a). Nothing in this paragraph
shall limit the right of any party at any time to exercise self-help remedies,
foreclose against collateral, or obtain provisional remedies. The private judge
shall also determine all issues relating to the applicability, interpretation,
and enforceability of this paragraph.

     12. GENERAL PROVISIONS

     12.1 SUCCESSORS AND ASSIGNS. This Agreement binds and is for the benefit of
the successors and permitted assigns of each party. Borrower may not assign this
Agreement or any rights or obligations under it without Bank's prior written
consent (which may be granted or withheld in Bank's discretion). Bank has the
right, without the consent of or notice to Borrower, to sell, transfer,
negotiate, or grant participation in all or any part of, or any interest in,
Bank's obligations, rights, and benefits under this Agreement and the other Loan
Documents.

     12.2 INDEMNIFICATION. Borrower agrees to indemnify, defend and hold Bank
and its directors, officers, employees, agents, attorneys, or any other Person
affiliated with or representing Bank harmless against: (a) all obligations,
demands, claims, and liabilities (collectively, "CLAIMS") asserted by any other
party in connection with the transactions contemplated by the Loan Documents;
and (b) all losses or Bank Expenses incurred, or paid by Bank from, following,
or arising from transactions between Bank and Borrower (including reasonable
attorneys' fees and expenses), except for Claims and/or losses directly caused
by Bank's gross negligence or willful misconduct.

     12.3 LIMITATION OF ACTIONS. Any claim or cause of action by Borrower
against Bank, its directors, officers, employees, agents, accountants,
attorneys, or any other Person affiliated with or representing Bank based upon,
arising from, or relating to this Loan Agreement or any other Loan Document, or
any other transaction contemplated hereby or thereby or relating hereto or
thereto, or any other matter, cause or thing whatsoever, occurred, done, omitted
or suffered to be done by Bank, its directors, officers, employees, agents,
accountants or attorneys, shall be barred unless asserted by Borrower by the
commencement of an action or proceeding in a court of competent jurisdiction by
(a) the filing of a complaint within one year from the earlier of (i) the date
any of Borrower's officers or directors had knowledge of the first act, the
occurrence or omission upon which such claim or cause of action, or any part
thereof, is based, or (ii) the date this Agreement is terminated, and (b) the
service of a summons and complaint on an officer of Bank, or on any other Person
authorized to accept service on behalf of Bank, within thirty (30)


                                       20



days thereafter. Borrower agrees that such one-year period is a reasonable and
sufficient time for Borrower to investigate and act upon any such claim or cause
of action. The one-year period provided herein shall not be waived, tolled, or
extended except by the written consent of Bank in its sole discretion. This
provision shall survive any termination of this Loan Agreement or any other Loan
Document.

     12.4 TIME OF ESSENCE. Time is of the essence for the performance of all
Obligations in this Agreement.

     12.5 SEVERABILITY OF PROVISIONS. Each provision of this Agreement is
severable from every other provision in determining the enforceability of any
provision.

     12.6 AMENDMENTS IN WRITING; INTEGRATION. All amendments to this Agreement
must be in writing and signed by both Bank and Borrower. This Agreement and the
Loan Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements. All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of this Agreement and the Loan Documents merge
into this Agreement and the Loan Documents.

     12.7 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, are an original, and all taken together, constitute
one Agreement.

     12.8 SURVIVAL. All covenants, representations and warranties made in this
Agreement continue in full force until this Agreement has terminated pursuant to
its terms and all Obligations (other than inchoate indemnity obligations and any
other obligations which, by their terms, are to survive the termination of this
Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to
indemnify Bank shall survive until the statute of limitations with respect to
such claim or cause of action shall have run.

     12.9 CONFIDENTIALITY. In handling any confidential information, Bank shall
exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (a) to Bank's
Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any
interest in the Credit Extensions (provided, however, Bank shall use
commercially reasonable efforts to obtain such prospective transferee's or
purchaser's agreement to the terms of this provision); (c) as required by law,
regulation, subpoena, or other order; (d) to Bank's regulators or as otherwise
required in connection with Bank's examination or audit; and (e) as Bank
considers appropriate in exercising remedies under this Agreement. Confidential
information does not include information that either: (i) is in the public
domain or in Bank's possession when disclosed to Bank, or becomes part of the
public domain after disclosure to Bank; or (ii) is disclosed to Bank by a third
party, if Bank does not know that the third party is prohibited from disclosing
the information.

     12.10 ATTORNEYS' FEES, COSTS AND EXPENSES. In any action or proceeding
between Borrower and Bank arising out of or relating to the Loan Documents, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
other costs and expenses incurred, in addition to any other relief to which it
may be entitled.


                                       21



     12.11 RIGHT OF SETOFF. Borrower hereby grants to Bank a Lien and a right of
setoff as security for all Obligations to Bank, whether now existing or
hereafter arising upon and against all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
Bank or any entity under the control of Bank (including a subsidiary of Bank) or
in transit to any of them. At any time after the occurrence and during the
continuance of an Event of Default, without demand or notice, Bank may setoff
the same or any part thereof and apply the same to any liability or Obligation
of Borrower even though unmatured and regardless of the adequacy of any other
collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED.

     13. DEFINITIONS

     13.1 DEFINITIONS. As used in this Agreement, the following terms have the
following meanings:

     "ACCOUNT" is any "account" as defined in the Code with such additions to
such term as may hereafter be made, and includes, without limitation, all
accounts receivable and other sums owing to Borrower.

     "ACCOUNT DEBTOR" is any "account debtor" as defined in the Code with such
additions to such term as may hereafter be made.

     "ACT" is defined in Section 6.2(a).

     "AFFILIATE" of any Person is (a) a Person that owns or controls directly or
indirectly the Person, (b) any Person that controls or is controlled by or is
under common control with the Person, and (c) each of that Person's senior
executive officers, directors, partners and, for any Person that is a limited
liability company, that Person's managers and members (such officers, directors,
managers and members being called "Non Natural Affiliates").

     "AGREEMENT" is defined in the preamble hereof.

     "ALTERNATE RATE" is a floating rate equal to Prime Rate, minus one percent
(1.0%) per annum.

     "BANK" is defined in the preamble hereof.

     "BANK EXPENSES" are all audit fees and expenses, costs, and expenses
(including reasonable attorneys' fees and expenses) for preparing, negotiating,
administering, defending and enforcing the Loan Documents (including, without
limitation, those incurred in connection with appeals or Insolvency Proceedings)
or otherwise incurred with respect to Borrower.

     "BORROWER" is defined in the preamble hereof.


                                       22



     "BORROWER'S BOOKS" are all Borrower's books and records including ledgers,
federal and state tax returns, records regarding Borrower's assets or
liabilities, the Collateral, business operations or financial condition, and all
computer programs or storage or any equipment containing such information.

     "BORROWING RESOLUTIONS" are, with respect to any Person, those resolutions
substantially in the form attached hereto as Exhibit D.

     "BUSINESS DAY" is any day other than a Saturday, Sunday or other day on
which banking institutions in the State of California are authorized or required
by law or other governmental action to close, except that if any determination
of a "Business Day" shall relate to the Term Loan, the term "Business Day" shall
also mean a day on which dealings are carried on in the London interbank market.

     "CASH EQUIVALENTS" means (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency or any State
thereof having maturities of not more than one (1) year from the date of
acquisition; (b) commercial paper maturing no more than one (1) year after its
creation and having the highest rating from either Standard & Poor's Ratings
Group or Moody's Investors Service, Inc.; and (c) Bank's certificates of deposit
issued maturing no more than one (1) year after issue.

     "CODE" is the Uniform Commercial Code, as the same may, from time to time,
be enacted and in effect in the Commonwealth of Pennsylvania; provided, that, to
the extent that the Code is used to define any term herein or in any Loan
Document and such term is defined differently in different Articles or Divisions
of the Code, the definition of such term contained in Article or Division 9
shall govern; provided further, that in the event that, by reason of mandatory
provisions of law, any or all of the attachment, perfection, or priority of, or
remedies with respect to, Bank's Lien on any Collateral is governed by the
Uniform Commercial Code in effect in a jurisdiction other than the State of
California, the term "CODE" shall mean the Uniform Commercial Code as enacted
and in effect in such other jurisdiction solely for purposes on the provisions
thereof relating to such attachment, perfection, priority, or remedies and for
purposes of definitions relating to such provisions.

     "COLLATERAL" is any and all properties, rights and assets of Borrower
described on Exhibit A.

     "COLLATERAL ACCOUNT" is any Deposit Account, Securities Account, or
Commodity Account.

     "COMMODITY ACCOUNT" is any "commodity account" as defined in the Code with
such additions to such term as may hereafter be made.

     "COMMUNICATION" is defined in Section 10.

     "COMPLIANCE CERTIFICATE" is that certain certificate in the form attached
hereto as Exhibit C.


                                       23



     "CONTINGENT OBLIGATION" is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (a) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co-made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly
liable; (b) any obligations for undrawn letters of credit for the account of
that Person; and (c) all obligations from any interest rate, currency or
commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity prices; but "Contingent
Obligation" does not include endorsements in the ordinary course of business.
The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under any guarantee or other support arrangement.

     "CONTROL AGREEMENT" is a control agreement substantially in the form of
Exhibit F.

     "CREDIT EXTENSION" is any Term Loan or any other extension of credit by
Bank for Borrower's benefit.

     "CURRENT LIABILITIES" are all obligations and liabilities of Borrower to
Bank that mature within one (1) year.

     "DEFAULT" means any event which with notice or passage of time or both,
would constitute an Event of Default.

     "DEFAULT RATE" is defined in Section 2.3(c).

     "DEFERRED REVENUE" is all amounts received or invoiced in advance of
performance under contracts and not yet recognized as revenue.

     "DEPOSIT ACCOUNT" is any "deposit account" as defined in the Code with such
additions to such term as may hereafter be made.

     "DESIGNATED DEPOSIT ACCOUNT" is Borrower's deposit account, account number
_____________, maintained with Bank.

     "DOLLARS," "DOLLARS" and "$" each mean lawful money of the United States.

     "EFFECTIVE DATE" is the date Bank executes this Agreement and as indicated
on the signature page hereof.

     "EQUIPMENT" is all "equipment" as defined in the Code with such additions
to such term as may hereafter be made, and includes without limitation all
machinery, fixtures, goods, vehicles (including motor vehicles and trailers),
and any interest in any of the foregoing.

     "ERISA" is the Employment Retirement Income Security Act of 1974, and its
regulations.


                                       24



     "EVENT OF DEFAULT" is defined in Section 8.

     "FUNDING DATE" is the date on which the Term Loan is made to or on account
of Borrower which shall be a Business Day.

     "GAAP" is generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other Person as may be approved by a significant segment of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

     "GENERAL INTANGIBLES" is all "general intangibles" as defined in the Code
in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation, all copyright rights, copyright
applications, copyright registrations and like protections in each work of
authorship and derivative work, whether published or unpublished, any patents,
trademarks, service marks and, to the extent permitted under applicable law, any
applications therefor, whether registered or not, any trade secret rights,
including any rights to unpatented inventions, payment intangibles, royalties,
contract rights, goodwill, franchise agreements, purchase orders, customer
lists, route lists, telephone numbers, domain names, claims, income and other
tax refunds, security and other deposits, options to purchase or sell real or
personal property, rights in all litigation presently or hereafter pending
(whether in contract, tort or otherwise), insurance policies (including without
limitation key man, property damage, and business interruption insurance),
payments of insurance and rights to payment of any kind.

     "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred price
of property or services, such as reimbursement and other obligations for surety
bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments, (c) capital lease obligations, and (d)
Contingent Obligations.

     "INSOLVENCY PROCEEDING" is any proceeding by or against any Person under
the United States Bankruptcy Code, or any other bankruptcy or insolvency law,
including assignments for the benefit of creditors, compositions, extensions
generally with its creditors, or proceedings seeking reorganization,
arrangement, or other relief.

     "INTEREST PERIOD" means the period commencing on the Funding Date and
ending on the date that is one (1) month after the Funding Date, and each
successive one (1) month period until the Term Loan Maturity Date; provided,
however, that (a) no Interest Period shall end later than the Term Loan Maturity
Date, (b) the last day of an Interest Period shall be determined in accordance
with the practices of the LIBOR interbank market as from time to time in effect,
(c) if any Interest Period would otherwise end on a day that is not a Business
Day, that Interest Period shall be extended to the following Business Day unless
the result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the preceding
Business Day, (d) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period, and (e)
interest shall accrue from and include


                                       25



the first Business Day of an Interest Period but exclude the last Business Day
of such Interest Period.

     "INTEREST RATE DETERMINATION DATE" means each date for calculating the
LIBOR for purposes of determining the interest rate in respect of an Interest
Period. The Interest Rate Determination Date shall be the second Business Day
prior to the first day of the related Interest Period for the Term Loan.

     "INVENTORY" is all "inventory" as defined in the Code in effect on the date
hereof with such additions to such term as may hereafter be made, and includes
without limitation all merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products, including without
limitation such inventory as is temporarily out of Borrower's custody or
possession or in transit and including any returned goods and any documents of
title representing any of the above.

     "INVESTMENT" is any beneficial ownership interest in any Person (including
stock, partnership interest or other securities), and any loan, advance or
capital contribution to any Person.

     "IP AGREEMENT" is that certain Intellectual Property Security Agreement
executed and delivered by Borrower to Bank dated as of the Effective Date.

     "LIBOR" means, for any Interest Rate Determination Date, the rate of
interest per annum determined by Bank to be the per annum rate of interest at
which deposits in Dollars are offered to Bank in the London interbank market
(rounded upward, if necessary, to the nearest 1/1000th of one percent (0.001%))
in which Bank customarily participates at 11:00 a.m. (local time in such
interbank market) two (2) Business Days prior to the first day of such Interest
Period for a period approximately equal to such Interest Period and in an amount
approximately equal to the amount of the applicable Credit Extension.

     "LIBOR RATE" means, for each Interest Period, an interest rate per annum
(rounded upward to the nearest 1/1000th of one percent (0.001%)) equal to LIBOR
for such Interest Period divided by one (1) minus the Reserve Requirement for
such Interest Period.

     "LIBOR RATE MARGIN" is one and one half of one percent (1.50%).

     "LIEN" is a mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.

     "LOAN DOCUMENTS" are, collectively, this Agreement, the Perfection
Certificate, the IP Agreement, any note or guaranty, executed by Borrower or any
other Person and any other present or future agreement for the benefit of Bank
in connection with this Agreement, all as amended, restated, or otherwise
modified.

     "MATERIAL ADVERSE CHANGE" is (a) a material impairment in the perfection or
priority of Bank's Lien in the Collateral or in the value of such Collateral;
(b) a material adverse change in


                                       26



the business, operations, or condition (financial or otherwise) of Borrower; or
(c) a material impairment of the prospect of repayment of any portion of the
Obligations.

     "NOTICE OF BORROWING" means a notice given by Borrower to Bank
substantially in the form of Exhibit B, with appropriate insertions.

     "OBLIGATIONS" are Borrower's obligation to pay when due any debts,
principal, interest, Bank Expenses and other amounts Borrower owes Bank now or
later, whether under this Agreement, the Loan Documents, or otherwise,
including, without limitation, all obligations relating to letters of credit,
cash management services, and foreign exchange contracts, if any, and including
interest accruing after Insolvency Proceedings begin and debts, liabilities, or
obligations of Borrower assigned to Bank, and the performance of Borrower's
duties under the Loan Documents.

     "OPERATING DOCUMENTS" are, for any Person, such Person's formation
documents, as certified with the Secretary of State of such Person's state of
formation on a date that is no earlier than 30 days prior to the Effective Date,
and, (a) if such Person is a corporation, its bylaws in current form, (b) if
such Person is a limited liability company, its limited liability company
agreement (or similar agreement), and (c) if such Person is a partnership, its
partnership agreement (or similar agreement), each of the foregoing with all
current amendments or modifications thereto.

     "PERFECTION CERTIFICATE" is defined in Section 5.1.

     "PERMITTED INDEBTEDNESS" is:

     (a) Borrower's Indebtedness to Bank under this Agreement and the other Loan
Documents;

     (b) Indebtedness existing on the Effective Date and shown on the Perfection
Certificate;

     (c) Subordinated Debt;

     (d) unsecured Indebtedness to trade creditors incurred in the ordinary
course of business;

     (e) Indebtedness incurred as a result of endorsing negotiable instruments
received in the ordinary course of business;

     (f) Indebtedness in an aggregate principal amount not to exceed One Million
Dollars ($1,000,000) secured by Permitted Liens; and

     (g) extensions, refinancings, modifications, amendments and restatements of
any items of Permitted Indebtedness (a) through (f) above, provided that the
principal amount thereof is not increased or the terms thereof are not modified
to impose more burdensome terms upon Borrower or its Subsidiary, as the case may
be.


                                       27



     "PERMITTED INVESTMENTS" are:

     (a) Investments shown on the Perfection Certificate and existing on the
Effective Date;

     (b) Cash Equivalents;

     (c) Investments consisting of the endorsement of negotiable instruments for
deposit or collection or similar transactions in the ordinary course of
Borrower;

     (d) Investments consisting of deposit accounts in which Bank has a
perfected security interest;

     (e) Investments accepted in connection with Transfers permitted by Section
7.1;

     (f) Investments of Subsidiaries in or to other Subsidiaries or Borrower and
Investments by Borrower in Subsidiaries not to exceed One Million Dollars
($1,000,000);

     (g) Investments consisting of (i) travel advances and employee relocation
loans and other employee loans and advances in the ordinary course of business,
and (ii) loans to employees, officers or directors relating to the purchase of
equity securities of Borrower or its Subsidiaries pursuant to employee stock
purchase plans or agreements approved by Borrower's Board of Directors;

     (h) Investments (including debt obligations) received in connection with
the bankruptcy or reorganization of customers or suppliers and in settlement of
delinquent obligations of, and other disputes with, customers or suppliers
arising in the ordinary course of business; and

     (i) Investments consisting of notes receivable of, or prepaid royalties and
other credit extensions, to customers and suppliers who are not Affiliates, in
the ordinary course of business; provided that this paragraph (i) shall not
apply to Investments of Borrower in any Subsidiary.

     "PERMITTED LIENS" are:

     (a) Liens existing on the Effective Date and shown on the Perfection
Certificate or arising under this Agreement and the other Loan Documents;

     (b) Liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves on Borrower's Books, if they have no
priority over any of Bank's Liens;

     (c) purchase money Liens (i) on Equipment acquired or held by Borrower
incurred for financing the acquisition of the Equipment securing no more than
Five Hundred Thousand Dollars ($500,000) in the aggregate amount outstanding, or
(ii) existing on Equipment when acquired, if the Lien is confined to the
property and improvements and the proceeds of the Equipment;


                                       28



     (d) statutory Liens securing claims or demands of materialmen, mechanics,
carriers, warehousemen, landlords and other Persons imposed without action of
such parties, provided the aggregate amount of such Liens does not at any time
exceed Fifty Thousand Dollars ($50,000);

     (e) Liens to secure payment of workers' compensation, employment insurance,
old-age pensions, social security and other like obligations incurred in the
ordinary course of business, provided, they have no priority over any of Bank's
Liens and the aggregate amount of the Indebtedness secured by such Liens does
not at any time exceed Fifty Thousand Dollars ($50,000);

     (f) Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the
existing Lien and the principal amount of the indebtedness may not increase;

     (g) leases or subleases of real property granted in the ordinary course of
business, and leases, subleases, non-exclusive licenses or sublicenses of
property (other than real property or intellectual property) granted in the
ordinary course of Borrower's business, if the leases, subleases, licenses and
sublicenses do not prohibit granting Bank a security interest;

     (h) non-exclusive license of intellectual property granted to third parties
in the ordinary course of business;

     (i) Liens arising from judgments, decrees or attachments in circumstances
not constituting an Event of Default under Section 8.4 or 8.7; and

     (j) Liens in favor of other financial institutions arising in connection
with Borrower's deposit and/or securities accounts held at such institutions,
provided that Bank has a perfected security interest in the amounts held in such
securities accounts.

     "PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint
stock company, estate, entity or government agency.

     "PRIME RATE" is Bank's most recently announced "prime rate," even if it is
not Bank's lowest rate.

     "QUICK ASSETS" is, on any date, Borrower's unrestricted cash, Cash
Equivalents, net billed accounts receivable and investments with maturities of
fewer than twelve (12) months determined according to GAAP.

     "REGISTERED ORGANIZATION" is any "registered organization" as defined in
the Code with such additions to such term as may hereafter be made

     "REGULATORY CHANGE" means, with respect to Bank, any change on or after the
date of this Agreement in United States federal, state, or foreign laws or
regulations, including Regulation D, or the adoption or making on or after such
date of any interpretations, directives, or requests applying to a class of
lenders including Bank, of or under any United States federal or


                                       29



state, or any foreign, laws or regulations (whether or not having the force of
law) by any court or governmental or monetary authority charged with the
interpretation or administration thereof.

     "RESPONSIBLE OFFICER" is any of the Chief Executive Officer, President,
Chief Financial Officer and Controller of Borrower.

     "RESERVE REQUIREMENT" means, for any Interest Period, the average maximum
rate at which reserves (including any marginal, supplemental, or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D against "Eurocurrency liabilities" (as such term is used in
Regulation D) by member banks of the Federal Reserve System. Without limiting
the effect of the foregoing, the Reserve Requirement shall reflect any other
reserves required to be maintained by Bank by reason of any Regulatory Change
against (a) any category of liabilities which includes deposits by reference to
which the LIBOR Rate is to be determined as provided in the definition of LIBOR
or (b) any category of extensions of credit or other assets which include Credit
Extensions.

     "SECURITIES ACCOUNT" is any "securities account" as defined in the Code
with such additions to such term as may hereafter be made.

     "SUBORDINATED DEBT" is indebtedness incurred by Borrower subordinated to
all of Borrower's now or hereafter indebtedness to Bank (pursuant to a
subordination, intercreditor, or other similar agreement in form and substance
satisfactory to Bank entered into between Bank and the other creditor), on terms
acceptable to Bank.

     "SUBSIDIARY" means, with respect to any Person, any Person of which more
than 50% of the voting stock or other equity interests is owned or controlled,
directly or indirectly, by such Person or one or more Affiliates of such Person
(other than Credit Suisse, or any Non-Natural Affiliates).

     "TERM LOAN" is a loan made by Bank pursuant to the terms of Section 2.1.1
hereof.

     "TERM LOAN AMOUNT" is an aggregate amount equal to Twenty Million Dollars
($20,000,000) outstanding at any time.

     "TERM LOAN MATURITY DATE" is the day which is twenty-four (24) months after
the Funding Date, but in no event later than March 31, 2008.

     "TERM LOAN PAYMENT" is defined in Section 2.1.1(b).

     "TRANSFER" is defined in Section 7.1.

                            [Signature page follows.]


                                       30



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the Effective Date.

BORROWER:

COMMVAULT SYSTEMS, INC.


By /s/ Louis F. Miceli
   ----------------------------------
Name: Louis F. Miceli
Title: CFO


BANK:

SILICON VALLEY BANK


By /s/ Richard White
   ----------------------------------
Name: Richard White
Title: Relationship Manager

Effective Date: May 2, 2006

                 [Signature page to Loan and Security Agreement]


                                       31



                                    EXHIBIT A

The Collateral consists of all of Borrower's right, title and interest in and to
the following personal property:

     All goods, Accounts (including health-care receivables), Equipment,
Inventory, contract rights or rights to payment of money, leases, license
agreements, franchise agreements, General Intangibles, commercial tort claims,
documents, instruments (including any promissory notes), chattel paper (whether
tangible or electronic), cash, deposit accounts, fixtures, letters of credit
rights (whether or not the letter of credit is evidenced by a writing),
securities, and all other investment property, supporting obligations, and
financial assets, whether now owned or hereafter acquired, wherever located; and

     All Borrower's Books relating to the foregoing, and any and all claims,
rights and interests in any of the above and all substitutions for, additions,
attachments, accessories, accessions and improvements to and replacements,
products, proceeds and insurance proceeds of any or all of the foregoing.

     All other terms contained in this Exhibit, unless otherwise indicated,
shall have the meanings provided by the Code (as defined herein), to the extent
such terms are defined in the Code. For purposes hereof, the following terms
shall have the following meanings:

     "ACCOUNTS" are all existing and later arising accounts, contract rights,
and other obligations owed Borrower in connection with its sale or lease of
goods (including licensing software and other technology) or provision of
services, all credit insurance, guaranties, other security and all merchandise
returned or reclaimed by Borrower and Borrower's Books relating to any of the
foregoing, as such definition may be amended from time to time according to the
Code.

     "BORROWER'S BOOKS" are all Borrower's books and records including ledgers,
records regarding Borrower's assets or liabilities, the Collateral, business
operations or financial condition and all computer programs or discs or any
equipment containing the information.

     "CODE" is the Uniform Commercial Code as adopted in Pennsylvania as amended
and in effect from time to time.

     "COPYRIGHTS" are all copyright rights, applications or registrations and
like protections in each work or authorship or derivative work, whether
published or not (whether or not it is a trade secret) now or later existing,
created, acquired or held.

     "EQUIPMENT" is all present and future machinery, equipment, tenant
improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest.


                                Exhibit A Page 1



     "INTELLECTUAL PROPERTY" is:

          (a) Copyrights, Trademarks, Mask Works and Patents including
amendments, renewals, extensions, and all licenses or other rights to use and
all license fees and royalties from the use;

          (b) Any trade secrets and any intellectual property rights in computer
software, chip design, chip mask works and computer software products now or
later existing, created, acquired or held;

          (c) All design rights, including chips, masks and associated software
which may be available to Borrower now or later created, acquired or held;

          (d) Any claims for damages (past, present or future) for infringement
of any of the rights above, with the right, but not the obligation, to sue and
collect damages for use or infringement of the intellectual property rights
above;

          (e) All Proceeds and products of the foregoing, including all
insurance, indemnity or warranty payments.

     "INVENTORY" is present and future inventory in which Borrower has any
interest, including merchandise, raw materials, parts, supplies, packing and
shipping materials, work in process and finished products intended for sale or
lease or to be furnished under a contract of service, of every kind and
description now or later owned by or in the custody or possession, actual or
constructive, of Borrower, including inventory temporarily out of its custody or
possession or in transit and including returns on any accounts or other proceeds
(including insurance proceeds) from the sale or disposition of any of the
foregoing and any documents of title.

     "LETTER-OF-CREDIT RIGHT" means a right to payment or performance under a
letter of credit, whether or not the beneficiary has demanded or is at the time
entitled to demand payment or performance.

     "MASK WORKS" are all mask works or similar rights available for the
protection of semiconductor chips, now owned or later acquired.

     "PATENTS" are patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions and
continuations in part of the same.

     "PROCEEDS" has the meaning described in the Code as in effect from time to
time.

     "SUPPORTING OBLIGATION" means a letter-of-credit right, secondary
obligation or obligation of a secondary obligor or that supports the payment or
performance of an account, chattel paper, a document, a general intangible, an
instrument or investment property.

     "TRADEMARKS" are trademark and service mark rights, registered or not,
applications to register and registrations and like protections, and the entire
goodwill of the business of Borrower connected with the trademarks.


                                Exhibit A Page 2



                                    EXHIBIT B

                           FORM OF NOTICE OF BORROWING
                             COMMVAULT SYSTEMS, INC.

                                                            Date: ______________

TO: SILICON VALLEY BANK
    3003 Tasman Drive
    Santa Clara, CA 95054
    Attention: Corporate Services Department

RE: Loan and Security Agreement dated as of March __, 2006 (as amended,
    modified, supplemented or restated from time to time, the "Loan
    Agreement"), by and between Commvault Systems, Inc. ("Borrower"), and
    Silicon Valley Bank ("Bank")

Ladies and Gentlemen:

     The undersigned refers to the Loan Agreement, the terms defined therein and
used herein as so defined, and hereby gives you notice irrevocably, pursuant to
Section 3.2 of the Loan Agreement, of the borrowing of an Advance.

     1. The Funding Date, which shall be a Business Day, of the requested
borrowing is _______________.

     The undersigned hereby certifies that the following statements are true on
the date hereof, and will be true on the date of the proposed Advance before and
after giving effect thereto, and to the application of the proceeds therefrom,
as applicable:

          (a) all representations and warranties of Borrower contained in the
     Loan Agreement are true, accurate and complete in all material respects as
     of the date hereof;

          (b) no Default or Event of Default has occurred and is continuing, or
     would result from such proposed Credit Extension; and

          (c) the requested Credit Extension will not exceed the Term Loan
     Amount.

BORROWER                             COMMVAULT SYSTEMS, INC.


                                     By:
                                         ---------------------------------------
                                     Name:
                                           -------------------------------------
                                     Title:
                                            ------------------------------------


                                Exhibit B Page 1



For internal Bank use only



LIBOR Pricing Date   LIBOR   LIBOR Variance   Maturity Date
- ------------------   -----   --------------   -------------
                                     
                                  ____%



                                Exhibit B Page 2



                                    EXHIBIT C

                             COMPLIANCE CERTIFICATE


TO: SILICON VALLEY BANK                                     Date: ______________
FROM: COMMVAULT SYSTEMS, INC.

     The undersigned authorized officer of COMMVAULT SYSTEMS, INC. ("Borrower")
certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (1) Borrower is in complete
compliance for the period ending _______________ with all required covenants
except as noted below, (2) there are no Events of Default, (3) all
representations and warranties in the Agreement are true and correct in all
material respects on this date except as noted below; provided, however, that
such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, (4) Borrower, and each of its
Subsidiaries, has timely filed all required tax returns and reports, and
Borrower has timely paid all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower except as otherwise
permitted pursuant to the terms of Section 5.8of the Agreement, and (5) no Liens
have been levied or claims made against Borrower or any of its Subsidiaries
relating to unpaid employee payroll or benefits of which Borrower has not
previously provided written notification to Bank. Attached are the required
documents supporting the certification. The undersigned certifies that these are
prepared in accordance with GAAP consistently applied from one period to the
next except as explained in an accompanying letter or footnotes. The undersigned
acknowledges that no borrowings may be requested at any time or date of
determination that Borrower is not in compliance with any of the terms of the
Agreement, and that compliance is determined not just at the date this
certificate is delivered. Capitalized terms used but not otherwise defined
herein shall have the meanings given them in the Agreement.

PLEASE INDICATE COMPLIANCE STATUS BY CIRCLING YES/NO UNDER "COMPLIES" COLUMN.



              REPORTING COVENANT                          REQUIRED            COMPLIES
              ------------------                          --------            --------
                                                                        
PRE-IPO
Monthly financial statements with
Compliance Certificate                          Monthly within 30 days         Yes No
Annual financial statement (CPA Audited) + CC   FYE within 120 days            Yes No
Annual Board Projections                        Board Approval plus 30 days    Yes No

POST-IPO
Monthly Cash Balance Report                     Monthly within 7 days          Yes No
Compliance Certificate                          Quarterly within 45 days       Yes No
10-Q and 8-K                                    Quarterly within 45 days       Yes No
10-K                                            FYE plus 120 days              Yes No
Annual Board Projections                        Board Approval plus 30 days    Yes No



                                Exhibit C Page 1



The following Intellectual Property was registered after the Effective Date (if
no registrations, state "None")



     FINANCIAL COVENANT         REQUIRED      ACTUAL    COMPLIES
     ------------------        ----------   ---------   --------
                                               
Maintain on a Monthly Basis:
Minimum Quick Ratio            ___1.5:1.0   _____:1.0    Yes No


     The financial covenant analysis and information set forth in Schedule 1
attached hereto is true and accurate as of the date of this Certificate.

     The following are the exceptions with respect to the certification above:
(If no exceptions exist, state "No exceptions to note.")

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

COMMVAULT SYSTEMS, INC.                 BANK USE ONLY


By:                                     Received by:
    ---------------------------------                ---------------------------
Name:                                                AUTHORIZED SIGNER
      -------------------------------   Date:
Title:                                        ----------------------------------
       ------------------------------   Verified:
                                                  ------------------------------
                                                  AUTHORIZED SIGNER
                                        Date:
                                              ----------------------------------
                                        Compliance Status: Yes  No


                                Exhibit C Page 2



                      SCHEDULE 1 TO COMPLIANCE CERTIFICATE

                         FINANCIAL COVENANTS OF BORROWER

Dated: ____________________

I.   ADJUSTED QUICK RATIO (Section 6.6)

Required: 1.5:1.0

Actual:


                                                           
A.   Value of Line I.D. (Quick Assets)                        $________

B.   Value of Line I.G. (Current Liabilities)                 $________

C.   Aggregate value of all amounts received or invoiced by
     Borrower in advance of performance under contracts and
     not yet recognized as revenue                            $________

D.   Line B minus line C                                      $________

E.   Adjusted Quick Ratio (line A divided by line C)           ________


Is line E equal to or greater than 1.5:1:0?

_____ No, not in compliance   _____ Yes, in compliance


                   Schedule 1 to Compliance Certificate Page 1



                                    EXHIBIT D

                              BORROWING RESOLUTIONS


                                Exhibit D Page 1



                                    EXHIBIT E

                             PERFECTION CERTIFICATE

TO: SILICON VALLEY BANK

     The undersigned, the of COMMVAULT SYSTEMS, INC. (the "Company"), hereby
represents and warrants to you on behalf of the Company as follows:

     1. NAMES OF THE COMPANY

     a. The name of the Company as it appears in its current Articles or
Certificate of Incorporation is:

     b. The federal employer identification number of the Company is:

     c. The Company is formed under the laws of the State Delaware.

     d. The organizational identification number of the Company is:

     e. The Company transacts business in the following jurisdictions (list
jurisdictions other than jurisdiction of formation):

     f. The Company is duly qualified to transact business as a foreign entity
in the following jurisdictions (list jurisdictions other than jurisdiction of
formation):

     g. The following is a list of all other names (including fictitious names,
d/b/a's, trade names or similar names) currently used by the Company or used
within the past five years:



Name   Period of Use
- ----   -------------
    




                                Exhibit E Page 1



     h. The following are the names of all entities which have been merged into
the Company during the past five years:



Name of Merged Entity   Year of Merger
- ---------------------   --------------
                     



     i. The following are the names and addresses of all entities from whom the
Company has acquired any personal property in a transaction not in the ordinary
course of business during the past five years, together with the date of such
acquisition and the type of personal property acquired (e.g., equipment,
inventory, etc.):



Name   Address   Date of Acquisition   Type of Property
- ----   -------   -------------------   ----------------
                              



     2. PARENT/SUBSIDIARIES OF THE COMPANY.

     a. The legal name of each subsidiary and parent of the Company is as
follows. (A "parent" is an entity owning more than 50% of the outstanding
capital stock of the Company. A "subsidiary" is an entity, 50% or more of the
outstanding capital stock of which is owned by the Company.)



Name     Subsidiary/Parent    Fed. Employer ID No.
- ----     -----------------    --------------------
                        
       Sub [ ]   Parent [ ]
       Sub [ ]   Parent [ ]
       Sub [ ]   Parent [ ]


     b. The following is a list of the respective jurisdictions and dates of
formation of the parent and each subsidiary of the Company:



Name   Jurisdiction   Date of Formation
- ----   ------------   -----------------
                



     c. The following is a list of all other names (including fictitious names,
d/b/a's, trade names or similar names) currently used by each subsidiary of the
Company or used during the past five years:



Name   Subsidiary
- ----   ----------
    




                                Exhibit E Page 2




     d. The following are the names of all corporations which have been merged
into a subsidiary of the Company during the five years:



Name   Subsidiary
- ----   ----------
    



     e. The following are the names and addresses of all entities from whom each
subsidiary of the Company has acquired any personal property in a transaction
not in the ordinary course of business during the past five years, together with
the date of such acquisition and the type of personal property acquired (e.g.,
equipment, inventory, etc.):



                    Date of     Type of
Name   Address   Acquisition   Property   Subsidiary
- ----   -------   -----------   --------   ----------
                              



     LOCATIONS OF Company AND ITS SUBSIDIARIES

     a. The chief executive offices of the Company and its subsidiaries are
presently located at the following addresses:



Complete Street and Mailing Address,
   including County and Zip Code       Company/Subsidiary
- ------------------------------------   ------------------
                                    
                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub


     b. The Company's books and records and those of its subsidiaries are
located at the following additional addresses (if different from the above):


                                Exhibit E Page 3





Complete Street and Mailing Address,
   including County and Zip Code       Company/Subsidiary
- ------------------------------------   ------------------
                                    
                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub


     c. The following are all the locations where the Company and its
subsidiaries own, lease, or occupy any real property:



Complete Street and Mailing Address,
   including County and Zip Code       Company/Subsidiary
- ------------------------------------   ------------------
                                    
                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub


     d. The following are all of the locations where the Company and its
subsidiaries maintain any inventory, equipment, or other property:



Complete Address                       Company/Subsidiary
- ----------------                       ------------------
                                    
                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub

                                         Company [ ] OR
                                         Name of Sub



                                Exhibit E Page 4



     e. The following are the names and addresses of all warehousemen, bailees,
or other third parties who have possession of any of the Company's inventory or
equipment or any of the inventory or equipment of its subsidiaries:



       Complete Street and Mailing Address,
Name      including County and Zip Code       Company/Subsidiary
- ----   ------------------------------------   ------------------
                                        
                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub


     4. SPECIAL TYPES OF COLLATERAL

     a. The Company and its subsidiaries own the following kinds of assets. (If
the answer is "Yes" to any of the following questions, please attach a schedule
describing each such asset owned by the Company or its subsidiaries and
identifying which party owns the asset.)


                                                                              
Copyrights or copyright applications registered with the U.S. Copyright Office   Yes [ ]   No [ ]

Software registered with the U.S. Copyright Office                               Yes [ ]   No [ ]

Software not registered with the U.S. Copyright Office                           Yes [ ]   No [ ]

Patents and patent applications                                                  Yes [ ]   No [ ]
Trademarks or trademark applications (including any service marks,
   collective marks and certification marks)                                     Yes [ ]   No [ ]

Licenses to use trademarks, patents and copyrights of others                     Yes [ ]   No [ ]

Licenses, permits (including environmental), authorizations, or
   certifications issued by federal, state, or local governments issued
   to the Company and/or its subsidiaries or with respect to their assets,
   properties, or businesses                                                     Yes [ ]   No [ ]

Stocks, bonds or other securities                                                Yes [ ]   No [ ]

Promissory notes, or other instruments or evidence of indebtedness               Yes [ ]   No [ ]
Leases of equipment, security agreements naming such person as secured party
   or other chattel paper                                                        Yes [ ]   No [ ]

Aircraft                                                                         Yes [ ]   No [ ]

Vessels, Boats or Ships                                                          Yes [ ]   No [ ]

Railroad Rolling Stock                                                           Yes [ ]   No [ ]

Motor Vehicles                                                                   Yes [ ]   No [ ]



                                Exhibit E Page 5



     b. The following is a list of material contracts to which the Company is a
party (include any equipment leases) or in which the Company has an interest
(including whether such contract has a nonassignability provision which would
require the other party's or another person's consent to the granting of a
security interest in such contract):

                             Nonassignability Clause



                                                                Consent
Other Party    Title/Date   Asset Sale   Security              Obtained
to Contract   of Contract      (Y/N)       (Y/N)    Interest     (Y/N)
- -----------   -----------   ----------   --------   --------   --------
                                                



     c. The following are all banks or savings institutions at which the Company
and its subsidiaries maintain deposit accounts:



Bank Name   Account Number   Branch Address   Company/Subsidiary
- ---------   --------------   --------------   ------------------
                                     
                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub

                                                Company [ ] OR
                                                Name of Sub


     d. Does or is it contemplated that the Company will regularly receive
letters of credit from customers or other third parties to secure payments of
sums owed to the Company? The following is a list of letters of credit naming
the Company as "beneficiary" thereunder:



LC Number   Name of LC Issuer   LC Applicant
- ---------   -----------------   ------------
                          




                                Exhibit E Page 6



     5.   ENCUMBRANCES

     The Company's and its subsidiaries' property are subject to the following
liens or encumbrances:



Name of Holder of
Lien/Encumbrance    Description of Property Encumbered   Company/Subsidiary
- -----------------   ----------------------------------   ------------------
                                                   
                                                           Company [ ] OR
                                                           Name of Sub

                                                           Company [ ] OR
                                                           Name of Sub

                                                           Company [ ] OR
                                                           Name of Sub


     6.   LITIGATION

     a. The following is a complete list of pending and threatened litigation or
claims involving amounts claimed against the Company in an indefinite amount or
in excess of $50,000 in each case:

     b. The following are the only claims which the Company has against others
(other than claims on accounts receivable), which the Company is asserting or
intends to assert, and in which the potential recovery exceeds $50,000:

     7.   TAXES

     The following tax assessments are currently outstanding and unpaid:



Assessing Authority   Amount and Description
- -------------------   ----------------------
                   



     8.   INSURANCE BROKER

     The following broker handles the Company's property insurance:



BROKER   CONTACT   TELEPHONE   FAX   EMAIL
- ------   -------   ---------   ---   -----
                         



     9.   OFFICERS OF THE COMPANY AND ITS SUBSIDIARIES

     The following are the names and titles of the officers of the Company and
its subsidiaries.



Office/Title   Name of Officer   Company/Subsidiary
- ------------   ---------------   ------------------
                           
                                   Company [ ] OR
                                   Name of Sub



                                Exhibit E Page 7




                           
                                   Company [ ] OR
                                   Name of Sub

                                   Company [ ] OR
                                   Name of Sub

                                   Company [ ] OR
                                   Name of Sub


     10.  IRS FORM W9

     The Company's completed and executed IRS Form W9 is attached hereto as
Exhibit A.

     11.  LEGAL COUNSEL

     The following attorney will represent the Company in connection with the
loan documents:



ATTORNEY   LAW FIRM   TELEPHONE   FAX   EMAIL
- --------   --------   ---------   ---   -----
                            



     The Company agrees to advise you of any change or modification to any of
the foregoing information or any supplemental information provided on any
continuation pages attached hereto, and, until such notice is received by you,
you shall be entitled to rely upon such information and presume it is correct.
The Company acknowledges that your acceptance of this Perfection Certificate and
any continuation pages does not imply any commitment on your part to enter into
a loan transaction with the Company, and that any such commitment may only be
made by an express written loan commitment, signed by one of your authorized
officers.

Date:
      -------------------------------

                                        COMMVAULT SYSTEMS, INC.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                        Email:
                                               ---------------------------------
                                        Phone:
                                               ---------------------------------
                                        Fax:
                                             -----------------------------------


                                Exhibit E Page 8



                                    EXHIBIT F

                            ACCOUNT CONTROL AGREEMENT


                                Exhibit F Page 1

                                                                   Exhibit 10.14


                               PURCHASE AGREEMENT

                  THIS PURCHASE AGREEMENT (this "AGREEMENT"), dated April 14,
2000, is by and between Microsoft Corporation, a Washington corporation
("MICROSOFT"), and the other persons listed on the signature page hereto
(collectively with Microsoft, the "PURCHASERS"), and Comm Vault Systems, Inc., a
Delaware corporation (the "COMPANY").

                  WHEREAS, the Company and Microsoft are entering into an
arrangement whereby the Company may develop certain software for Microsoft and
Microsoft will invest in the Company;

                  WHEREAS, each of the other Purchasers desire to invest in the
Company; and

                  WHEREAS, the Company desires to issue and sell to the
Purchasers an aggregate of 4,361,555 shares of its Series AA Preferred Stock
(the "SHARES") and the Purchasers desire to purchase the Shares on the terms and
subject to the conditions described herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and warranties herein contained, the parties hereto
agree as follows:

                  1. DEFINITIONS. Capitalized terms that are not defined in the
text of this Agreement have the meanings set forth below:

         "Affiliate" shall mean, with respect to any specified Person, any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person.
For purposes of this definition, a Person shall be deemed to control another
Person if the first Person owns or holds more than 50% of the voting power of
the second Person.

         "Amended Certificate" shall mean the Amended and Restated Certificate
of Incorporation of the Company in the form of Exhibit 2.

         "Board of Directors" shall mean the board of directors of the Company.

         "Engineering and Marketing Agreement" shall mean an Engineering and
Marketing Agreement to be entered into between Microsoft and Company as of the
Closing.

         "Governmental Authority" shall mean the government of the United States
or any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.



         "Initial Public Offering" shall mean the initial public offering or
sale of common stock by the Company through underwriters or otherwise, that
requires registration, qualification or the filing of a prospectus under
applicable securities laws.

         "Knowledge" means the actual knowledge of N. Robert Hammer, Louis
Miceli, Larry Cormier or Al Bunte.

         "Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

         "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable), charge, restriction, pledge, security interest, option,
lease or sublease, claim, right of any third party, easement, encroachment or
encumbrance.

         "Material Adverse Effect" shall mean an effect on the business,
operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of the Company which is material and adverse.

         "Non-Preemptive Shares" shall mean any voting shares of the capital
stock of the Company issued, sold, granted or conveyed (i) in connection with
any acquisition of all or a portion of any Person or a merger or combination
with any Person duly authorized by the Board of Directors, (ii) to any current
or new director, officer, employee or consultant of the Company pursuant to any
plan or arrangement, now or hereafter existing, duly authorized by the Board of
Directors or (iii) pursuant to any of the items listed on Schedule B.

         "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited partnership, trust, association or other entity.

         "Preferred Stock" shall mean the Company's issued and outstanding
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock and Series E Preferred Stock.

         "Registration Rights Agreement" shall mean a Registration Rights
Agreement to be entered into between Purchasers and the Company as of the
Closing in the form of Exhibit 1.

         "Related Agreements" shall mean, (i) with respect to the Company and
Microsoft, the Engineering and Marketing Agreement, the Registration Rights
Agreements and the Warrant and (ii) with respect to the other Purchasers, only
the Registration Rights Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Stock Plan" shall mean the Company's stock plan, as described on
SCHEDULE B.

         "Subsidiaries" shall mean the Persons set forth on SCHEDULE A.



         "Warrant" shall mean a warrant to be issued to Microsoft to purchase
shares of common stock of the Company in connection the conditions specified in
the Engineering and Marketing Agreement.

                  2. PURCHASE AND SALE OF SHARES.

         (a) PURCHASE PRICE. Subject to the terms and conditions set forth in
this Agreement, at the Closing (as hereinafter defined), the Purchasers shall
purchase, and the Company shall issue and sell to the Purchasers the Shares for
an aggregate purchase price (the "Purchase Price") of $25,000,002. The number of
Shares being sold to each Purchaser and the portion of the Purchase Price
attributable thereto is set forth under such Purchaser's name on the signature
page hereto.

         (b) CLOSING. The closing (the "Closing") of the transactions described
herein shall occur on April 14, 2000, or such other date as agreed upon by the
Purchasers and the Company. At the Closing, the Purchasers shall pay the Company
the Purchase Price in cash by wire transfer of immediately available funds to an
account designated by the Company at least three business days before the
Closing and the Company shall deliver to each Purchaser a certificate
representing the Shares purchased by such Purchaser.

                  3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to each of the Purchasers:

         (a) DUE INCORPORATION; SUBSIDIARIES. Each of the Company and the
Subsidiaries is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, with all requisite power and
authority to own, lease and operate its properties and to carry on its business
as they are now being owned, leased, operated and conducted. Each of the Company
and the Subsidiaries is licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the nature of the
properties owned, leased or operated by it and the businesses transacted by it
require such licensing or qualification, except where the failure to be so
licensed or qualified would not individually or in the aggregate have a Material
Adverse Effect. Except as set forth on SCHEDULE A, the Company has no direct or
indirect subsidiaries, either wholly or partially owned, and the Company does
not hold any direct or indirect economic, voting or management interest in any
Person or directly or indirectly own any security issued by any Person. Each
Subsidiary is wholly owned by the Company.

         (b) DUE AUTHORIZATION. The Company has full power and authority to
enter into this Agreement and its Related Agreements and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance by the Company of this Agreement and its Related Agreements have
been duly and validly approved by the board of directors of the Company and no
other actions or proceedings on the part of the Company are necessary to
authorize this Agreement, the Related Agreements and the transactions
contemplated hereby and thereby. The Company has duly and validly executed and
delivered this Agreement and has duly and validly executed and delivered (or
prior to or at the Closing will duly and validly execute and deliver) its
Related Agreements. This Agreement constitutes legal, valid and binding
obligations of the Company and the Company's Related Agreements upon execution
and delivery by the Company will constitute legal, valid and binding obligations
of the Company, in



each case, enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which affect the enforcement of
creditors' rights generally and by equitable limitations on the availability of
specific remedies.

         (c) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement that has not been received by the Company
is necessary in connection with the execution, delivery and performance by the
Company of this Agreement and the execution, delivery and performance by the
Company of Related Agreements or the consummation of the transactions
contemplated hereby or thereby.

                  (ii) The execution, delivery and performance by Company of
this Agreement and its Related Agreements do not and will not (1) violate any
Law; (2) violate or conflict with, result in a breach or termination of,
constitute a default or give any third party any additional right (including a
termination right) under, permit cancellation of, result in the creation of any
Lien upon any of the assets or properties of the Company under, or result in or
constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any contract to which the
Company, is a party or by which the Company or any of its assets or properties
are bound; (3) permit the acceleration of the maturity of any indebtedness of
the Company or indebtedness secured by its assets or properties; or (4) violate
or conflict with any provision of any of the Certificate of Incorporation,
charter or by-laws of the Company.

         (d) CAPITALIZATION.

                  (i) The authorized capital stock of the Company is as
described in the Amended Certificate. All of the outstanding capital stock of
the Company and each Subsidiary (i) is validly issued, fully paid and
nonassessable and (ii) is free of preemptive rights (except as provided in the
Amended Certificate or this Agreement). When issued, the Shares, the Conversion
Shares and the Warrant Shares will be validly issued, fully paid and
nonassessable.

                  (ii) Except as set forth above or on SCHEDULE B, there are no
shares of capital stock or other securities (whether or not such securities have
voting rights) of the Company issued or outstanding or any subscriptions,
options, warrants, calls, rights, convertible securities or other agreements or
commitments of any character obligating the Company to issue, transfer or sell,
or cause the issuance, transfer or sale of, any shares of its capital stock or
other securities (whether or not such securities have voting rights). Except as
set forth in SCHEDULE B, there are no outstanding contractual obligations of the
Company which relate to the purchase, sale, issuance, repurchase, redemption,
acquisition, transfer, disposition, holding or voting of any shares of its
capital stock or other securities.

         (e) LITIGATION.

                  (i) There is no claim, action, suit, investigation or
proceeding ("Litigation") pending or, to the Knowledge of the Company,
threatened against the Company or any



Subsidiary, or involving any of its properties or assets by or before any court,
arbitrator or other Governmental Entity which (1) in any manner challenges or
seeks to prevent, enjoin, alter or materially delay the transactions
contemplated by this Agreement or (2) if resolved adversely to the Company or
any Subsidiary, would reasonably be expected to have a Material Adverse Effect.

                  (ii) Neither the Company nor any Subsidiary is in default
under or in breach of any order, judgment or decree of any court, arbitrator or
other Governmental Authority, except for defaults or breaches, which
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

         (f) COMPLIANCE WITH LAWS. The Company and each Subsidiary are in
compliance in all material respects with allapplicable Laws.

         (g) OFFERING OF SHARES. Neither the Company nor any Person acting on
its behalf has taken or will take any action (including, without limitation, any
offering of any securities of the Company under circumstances which would
require, under the Securities Act, the integration of such offering with the
offering and sale of the Shares) which might reasonably be expected to subject
the offering, issuance or sale of the Shares to the registration requirements of
the Securities Act.

         (h) BROKERS. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of the Company.

                  4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each of the
Purchasers severally but not jointly hereby represents and warrants to the
Company as follows:

         (a) DUE INCORPORATION. Each Purchaser that is not an individual is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, with all requisite power and authority to own,
lease and operate its properties and to carry on its business as they are now
being owned, leased, operated and conducted.

         (b) DUE AUTHORIZATION. Each Purchaser that is not an individual has
full power and authority to enter into this Agreement and its Related Agreements
and to consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance by such Purchaser of this Agreement and its
Related Agreements have been duly and validly approved by its governing body
empowered to authorize the transactions contemplated by this Agreement and its
Related Agreements and no other actions or proceedings on the part of such
Purchaser are necessary to authorize this Agreement, its Related Agreements and
the transactions contemplated hereby and thereby.

         (c) DUE EXECUTION; BINDING EFFECT. Such Purchaser has validly executed
and delivered this Agreement and has duly and validly executed and delivered (or
prior to or at the Closing will duly and validly execute and deliver) its
Related Agreements. This Agreement constitutes legal, valid and binding
obligations of such Purchaser and such Purchaser's Related Agreements upon
execution and delivery by such Purchaser (as applicable) will constitute legal,



valid and binding obligations of such Purchaser, in each case, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific remedies.

         (d) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by such Purchaser of this Agreement and its
Related Agreements and the consummation of the transactions contemplated hereby
and thereby.

                  (ii) The execution, delivery and performance by such Purchaser
of this Agreement and its Related Agreements do not and will not (1) violate any
Law; (2) violate or conflict with, result in a breach or termination of,
constitute a default or give any third party any additional right (including a
termination right) under, permit cancellation of, result in the creation of any
Lien upon any of the assets or properties of such Purchaser under, or result in
or constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any contract to which
Purchaser is a party or by which such Purchaser or any of its assets or
properties are bound; (3) permit the acceleration of the maturity of any
indebtedness of such Purchaser or indebtedness secured by its assets or
properties; or (4) for each Purchaser that is not an individual, violate or
conflict with any provision of such Purchaser's organizational documents.

         (e) BROKERS. No broker, lender or investment banker is entitled to any
brokerage, lender's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based on arrangements made by or
on behalf of such Purchaser.

         (f) PURCHASE FOR INVESTMENT. Such Purchaser is purchasing the Shares
hereunder for investment without any intent of the distribution thereof within
the meaning of the Securities Act.

         (g) ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
within the meaning of Regulation 501(a) under the Securities Act and is able to
bear the economic risk of acquisition of the Shares, can afford to sustain a
total loss on such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risk of the proposed investment. Such Purchaser has been furnished the
opportunity to ask questions of and receive answers from representatives of the
Company concerning the business and financial affairs of the Company.

                  5. COVENANTS.

         (a) CONDUCT OF BUSINESS BY THE COMPANY PENDING THE CLOSING. The Company
shall, and shall cause each of its Subsidiaries to, during the period from the
date of this Agreement and continuing until the earlier of the termination of
this Agreement or the Closing, unless the Purchasers otherwise agree in writing,
(1) conduct its business only in the ordinary course and



consistent with past practice; (2) maintain its books and records in the usual,
regular and ordinary manner, on a basis consistent with past practice; and (3)
comply in all material respects with applicable Laws. Except as expressly
contemplated by this Agreement between the date of this Agreement and the
Closing, the Company shall not do any of the following without the prior written
consent of the Purchasers, which consent shall not be unreasonably withheld or
delayed:

                  (i) change any of its methods of accounting or accounting
practice, other than such changes required by GAAP;

                  (ii) (1) repurchase, redeem or otherwise acquire or exchange
any share of its common stock or other equity interests; (2) except for
issuances of its common stock pursuant to the exercise of options to purchase
common stock outstanding on the date hereof pursuant to any of the arrangements
listed on SCHEDULE B or an increase determined in good faith by the Company in
the amount of common stock to be issued under the Stock Plan, issue or sell any
additional shares of the capital stock of, or other equity interests in, the
Company, or securities convertible into or exchangeable for such shares or other
equity interests, or issue or grant any subscription rights, options, warrants
or other rights of any character relating to shares of such capital stock, such
other equity interests or such securities; or (3) declare, set aside, make or
pay any dividend, or make any distribution, in respect of any of its shares of
capital stock other than as required with respect to the Preferred Stock;

                  (iii) amend its charter or by-laws or other organizational
documents except with respect to the filing of the Amended Certificate;

                  (iv) take any action that is reasonably likely to result in
any of the representations and warranties set forth in Section 3 becoming false
or inaccurate in any material respect as of the Closing; or

                  (v) agree to take any of the actions restricted by this
Section 5(a).

         (b) BOARD REPRESENTATION; OBSERVERS. Microsoft shall be entitled to
designate for election to the Board of Directors one director (the "MICROSOFT
DIRECTOR") and, in addition, designate one non-voting observer (the "NON-VOTING
OBSERVER") to attend and participate in (but not vote at) all meetings of the
Board of Directors. The Company will take all action necessary for the Microsoft
Director to be elected to the Board of Directors as of the Closing. In
connection with any annual meeting of stockholders of the Company at which the
term of the Microsoft Director is to expire, the Company will take all necessary
action to cause the Microsoft Director to be nominated and use its reasonable
best efforts to cause the Microsoft Director to be elected to the Board of
Directors. In the event a vacancy shall exist in the office of the Microsoft
Director, Microsoft shall be entitled to designate a successor and the Board of
Directors shall elect such successor and, in connection with the meeting of
stockholders of the Company next following such election, nominate such
successor for election as director by the stockholders and use its reasonable
best efforts to cause the successor to be elected. The Non-Voting Observer shall
have the same access to information concerning the business and operations of
the Company and at the same time as the directors of the Company, and shall be
entitled to participate in discussions and consult with the Board of Directors
without voting. The provision of any such information to the Non-Voting Observer
shall be subject to the receipt by



the Company of a confidentiality agreement covering such information and
reasonably acceptable to the Company and the Non-Voting Observer. Microsoft's
right to nominate the Microsoft Director and the Non-Voting Observer and the
Company's obligation to take any action to cause the Microsoft Director to be
elected to the Board of Director shall terminate as of the Initial Public
Offering. In addition, the term of the Microsoft Director and all rights of the
Microsoft Director and the Non-Voting Observer, including the rights to observe
the books and records of the Company as provided above, shall expire as of such
time. Microsoft agrees that the information provided by the Company, officers,
directors and employees pursuant to this Section 5(b) will be used solely for
the purpose of evaluating Microsoft's investment in the Shares, the Conversion
Shares and the Warrant Shares, and that such information will be kept strictly
confidential by Microsoft; PROVIDED that the foregoing obligation of Microsoft
shall not (a) relate to any information that (i) is or becomes generally
available other than as a result of unauthorized disclosure by Microsoft or by
persons to whom Microsoft has made such information available or (ii) is or
becomes available to Microsoft on a non-confidential basis from a third party
that is not, to Microsoft's knowledge, bound by any other confidentiality
agreement with the Company or its subsidiaries, or (b) prohibit disclosure of
any information if required by Law or the rules of any stock exchange. Microsoft
hereby acknowledges that it is aware that the United States securities laws
prohibit any person who has received from an issuer or any Affiliate thereof any
material, non-public information from purchasing or selling securities of such
issuer or from communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such person is likely
to purchase or sell such securities. Microsoft acknowledges and agrees that
there would be no adequate remedy at Law if Microsoft fails to perform its
obligations under this Section 5(b) and accordingly agrees that the Company, in
addition to any other remedy to which it may be entitled at Law or in equity,
shall be entitled to compel specific performance of the obligations of Microsoft
under this Section 5(b).

         (c) AMENDED CERTIFICATE. The Company shall, prior to or concurrently
with the Closing, cause the Amended Certificate to be filed with the Secretary
of State of the State of Delaware.

         (d) COOPERATION. Each of the Purchasers and the Company agrees to use
its reasonable best efforts to take, or cause to be taken, all such further
actions as shall be necessary to make effective and consummate the transactions
contemplated by this Agreement.

         (e) RESERVE SHARES. The Company will at all times reserve and keep
available, solely for issuance and delivery upon conversion of the Shares, the
number of shares of common stock from time to time issuable upon conversion of
all Shares at the time outstanding (the "CONVERSION SHARES") and any shares to
be issued pursuant to the Warrant (the "WARRANT SHARES"). All Conversion Shares
and Warrant Shares shall be duly authorized and, when issued upon such
conversion or exercise, shall be validly issued, fully paid and nonassessable.

         (f) RESTRICTIONS ON TRANSFER. The Purchasers will not, prior to the
earlier of (a) December 31, 2004 or (b) the time of the closing of the Initial
Public Offering, sell, transfer, assign, convey, gift, mortgage, pledge,
encumber, hypothecate, or otherwise dispose of, directly or indirectly,
("TRANSFER") any of the Shares or any Conversion Shares except for (i) Transfers
between and among the Purchasers and their Affiliates provided such Transfer is
in accordance



with the transfer restrictions applicable to the Shares or the Conversion Shares
under federal and state securities laws and the Affiliate transferee agrees to
be bound by the restrictions applicable to such Shares or Conversion Shares,
including without limitation the agreements set forth in this Section 5(f), and
(ii) Transfers (x) pursuant to a bona fide tender or exchange offer made
pursuant to a merger or other agreement approved by the Board of Directors to
acquire securities of the Company; provided, that the Purchasers may not tender
or exchange in such offer unless at least 50% of the outstanding voting
securities of the Company have previously been tendered or exchanged by other
holders of the Company's securities in connection therewith, (y) pursuant to any
cash merger, or other business combination transaction to which the Company is a
party or involved in which the common stock of the Company's stockholders is
exchanged for cash upon consummation of such merger or other business
combination or (z) agreed to in writing by the Company. Notwithstanding any
other provision of this Section 5(f), no Purchaser shall avoid the provisions of
this Section 5(f) by making one or more transfers to one or more Affiliates and
then disposing of all or any portion of such Purchaser's interest in any such
Affiliate.

         (g) PREEMPTIVE RIGHT. If at any time the Company desires to issue or
sell any shares (the "ADDITIONAL SHARES") of its capital stock that entitle the
holder thereof to voting rights (other than Non-Preemptive Shares) to any
Person, the Company shall give a written notice (the "ISSUANCE NOTICE") to the
Purchasers setting forth the proposed terms of such Additional Shares and the
quantity of Additional Shares to be issued, the issuance date and the price at
which such Additional Shares shall be issued. Each of the Purchasers shall have
the option to purchase the number of Additional Shares necessary to maintain
such Purchaser's percentage of issued and outstanding voting shares of the
Company at the time of the Issuance Notice, which option may be exercised by
giving written notice to the Company (the "RESPONSE NOTICE") within 14 days of
the Issuance Notice that contains an unconditional agreement to purchase all
(and not less than all) of the Additional Shares to which such Purchaser is
entitled to purchase. Failure by a Purchaser to give the Response Notice to the
Company within such 14-day period shall be deemed to be a rejection of such
option. At the option of the Company, within 14 days of Company's receipt of the
Response Notice or at the time of the closing of the sale of Additional Shares
to any Persons pursuant to the next sentence, the Company shall sell to such
Purchaser and such Purchaser shall purchase the Additional Shares that such
Purchaser agreed to purchase in the Response Notice, at the price and on the
terms set forth in the Issuance Notice. For a period of 270 days after any
Issuance Notice, the Company shall have the right to issue or sell to any Person
up to the number of Additional Shares specified in the Issuance Notice less the
number of Additional Shares pursuant to duly tendered Response Notices at a
price and on terms not materially less favorable to the Company than as
specified in the Issuance Notice. If the Company desires to issue or sell
Additional Shares, (i) after such 270-day period, (ii) on terms materially less
favorable to the Company than as specified in the Issuance Notice or (iii) in a
quantity greater than as specified in the previous sentence, the Company must
again comply with this Section 5(g). The rights and obligations of the parties
pursuant to this Section 5(g) shall terminate upon the closing of an Initial
Public Offering.

         (h) COMPLIANCE WITH SECURITIES LAWS. Such Purchaser understands that
the Shares, the Conversion Shares and the Warrant Shares will not be registered
under the Securities Act or applicable state securities laws and agrees not to
sell, pledge or otherwise transfer any of the Shares, Conversion Shares and the
Warrant Shares in the absence of such registration or an opinion of counsel
reasonably satisfactory to the Company that such registration is not required.



Except as set forth in the Registration Rights Agreement, such Purchaser
acknowledges that the Company is not required to register the Shares, the
Conversion Shares or the Warrant Shares.

                  6. CONDITIONS.

         (a) CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the
Purchasers to consummate the transactions contemplated hereby shall be subject
to the satisfaction or waiver at or prior to the Closing of each of the
following conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) Each of the representations and warranties of the Company
contained in this Agreement shall be true and correct when made and as of the
Closing (except to the extent such representations and warranties are made as of
a particular date, in which case such representations and warranties shall have
been true and correct in all material respects as of such date), except for
failures to be true and correct which individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect;

                  (iii) The Company shall have performed, satisfied and complied
in all material respects with all of its covenants and agreements set forth in
this Agreement to be performed, satisfied and complied with prior to or at the
Closing;

                  (iv) The Company shall have delivered to the Purchasers an
officer's certificate certifying as to the Company's compliance with the
conditions set forth in clauses (ii) and (iii) of this Section 6(a);

                  (v) The Company shall have executed and delivered to each of
the Purchasers the Registration Rights Agreement;

                  (vi) The Amended Certificate shall have been duly filed with
the Secretary of State of the State of Delaware in accordance with the laws of
the State of Delaware and the Amended Certificate shall be in full force and
effect;

                  (vii) The Company shall have executed and delivered to
Microsoft the Engineering and Marketing Agreement;

                  (viii) The Company shall have executed and delivered to
Microsoft the Warrant;

                  (ix) The Conversion Shares and the Warrant Shares shall have
been duly authorized and reserved for issuance;

                  (x) Mayer, Brown & Platt shall have delivered an opinion in
form and substance reasonably satisfactory to Purchasers; and



                  (xi) There shall not have occurred any event, circumstances,
condition, fact, effect, or other matter which has had or would reasonably be
expected to have a Material Adverse Effect.

         (b) CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the
Company to consummate the transactions contemplated hereby shall be subject to
the satisfaction or waiver at or prior to the Closing of each of the following
conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) Each of the representations and warranties of the
Purchasers contained in this Agreement shall be true and correct when made and
as of the Closing (except to the extent such representations and warranties are
made as of a particular date, in which case such representations and warranties
shall have been true and correct in all material respects as of such date),
except for failures to be true and correct which individually or in the
aggregate would not reasonably be expected to have a material adverse effect on
the Purchasers' ability to perform its obligations under this Agreement;

                  (iii) Each of the Purchasers shall have executed and delivered
to the Company its Related Agreements;

                  (iv) The Purchasers shall have performed, satisfied and
complied in all material respects with all of their covenants and agreements set
forth in this Agreement to be performed, satisfied and complied with prior to or
at the Closing Date; and

                  (v) Each of Purchasers shall have delivered to the Company a
certificate certifying as to his compliance with the conditions set forth in
clauses (ii) and (iii) of this Section 6(b).

                  7. TERMINATION. This Agreement shall be terminable:

                  (i) by the parties upon mutual written agreement;

                  (ii) by the Company, on one hand, and the Purchasers, on the
other hand, if the other party materially breaches any covenant, representation
or warranty contained herein, upon written notice to such breaching party; and

                  (iii) by the Company, on one hand, and the Purchasers, on the
other hand, if any condition precedent to any party's obligation to proceed with
the Closing is not satisfied by May 31, 2000, upon written notice to the other
party (provided that the right to terminate this Agreement shall not be
available to any party whose failure to fulfill any obligation under this
agreement had been the cause of or resulted in the failure of the Closing to
occur before such date).

Upon termination of this Agreement, all obligations of each party hereunder
shall terminate except those obligations pursuant to Sections 13, 19, 20, 21 and
22. Neither party shall have any




liability to the other party upon a termination of this Agreement, unless such
termination arises under clause (ii) above.

                  8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the parties contained in this
Agreement shall expire on the 18-month anniversary of the Closing. After the
expiration of such period, any claim by a party based upon any such
representation or warranty shall be of no further force and effect, except to
the extent a party has given notice to the other party of a claim for breach of
any such representation or warranty prior to the expiration of such period, in
which event any representation or warranty to which such claim relates shall
survive with respect to such claim until such claim is resolved as provided in
this Section 8. The covenants and agreements of the parties hereto contained in
this Agreement shall survive the Closing until performed in accordance with
their terms.

                  9. RESTRICTIVE LEGENDS. In addition to the restrictions set
forth in Section 5(f), no Shares, Conversion Shares or Warrant Shares may be
transferred without registration under the Securities Act and applicable state
securities laws unless counsel acceptable to the Company shall advise the
Company that such transfer may be effected without such registration. Each
certificate representing any of the foregoing shall bear legends in
substantially the following form:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO
         THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET
         FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO
         ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER
         DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND
         WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING
         RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF
         EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS
         THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF
         DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS,
         PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES
         OF SECURITIES OF THE COMPANY.

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER
         ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE
         HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND
         NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
         THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD,
         PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS
         EXEMPT UNDER



         THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS,
         OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION
         OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
         LAWS.

         THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
         SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
         THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF APRIL 14, 2000, A
         COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S
         OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY
         OF THE COMPANY.

                  10. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This
Agreement shall bind and inure to the benefit of the Company and the Purchasers
and the respective successors, permitted assigns, heirs and personal
representatives of the Company and the Purchasers; PROVIDED that the Company may
not assign its rights or obligations under this Agreement to any Person without
the prior written consent of the Purchasers, and provided further that the
Purchasers may not assign their rights or obligations under this Agreement to
any Person (other than an Affiliate) without the prior written consent of the
Company. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.

                  11. NOTICES. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a notice) required or desired
to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five days after having been mailed by certified or
registered United States mail, postage prepaid, return receipt requested, or
(iv) the next business day after having been sent by a nationally recognized
overnight mail or courier service, receipt requested. Notices shall be addressed
as set forth below:

         If to Microsoft:

                  Microsoft Corporation
                  One Microsoft Way
                  Redmond, Washington 98502
                  Attn: Chief Financial Officer
                  Facsimile: (425) 936-7329
                  with a copy to: Law and Corporate Affairs
                  Facsimile: (425) 936-7329

         If to any of the other Purchasers, at the address set forth under his
         name on the signature page.

         With a copy to:



                  Preston, Gates & Ellis
                  701 5th Avenue, Suite 5000
                  Seattle, Washington 98104
                  Attn: Richard B. Dodd
                  Facsimile: (206) 623-7022

         If to the Company:

                  CommVault Systems, Inc.
                  2 Crescent Place
                  Oceanport, New Jersey 07757
                  Attn: N. Robert Hammer
                  Facsimile: (732) 870-4514

         With a copy to:

                  Mayer, Brown & Platt
                  190 S. LaSalle Street
                  Chicago, Illinois 60603
                  Attention: Philip J. Niehoff
                  Facsimile: (312) 701-7711

                  12. FURTHER ASSURANCES. At any time or from time to time after
the Closing, the Company, on the one hand, and the Purchasers, on the other
hand, agree to cooperate with each other, and at the request of the other party,
to execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby and to
otherwise carry out the intent of the parties hereunder.

                  13. PUBLIC DISCLOSURE. Except as required by Law or the rules
of any stock exchange, no public announcement or other publicity regarding the
transactions referred to herein shall be made by any of the Purchasers or the
Company or any of their respective Affiliates, officers, directors, employees,
representatives or agents, without the prior written agreement of Purchasers and
Company, in any case, as to form, content, timing and manner of distribution or
publication; provided, however, that nothing in this Section shall prevent such
parties from (i) discussing such transactions with those Persons whose approval,
agreement or opinion, as the case may be, is required for consummation of such
particular transaction or transactions or (ii) disclosing such information about
such transactions in a registration statement or prospectus in connection with
the Initial Public Offering. Each of the parties acknowledge and agree that
there would be no adequate remedy at Law if it fails to perform its obligations
under this Section 13 and accordingly agrees that each of the other parties, in
addition to any other remedy to which it may be entitled at Law or in equity,
shall be entitled to compel specific performance of the obligations of the first
party under this Section 13.

                  14. WAIVER. No party may waive any of the terms or conditions
of this Agreement except by a duly signed writing referring to the specific
provision to be waived.



                  15. ENTIRE AGREEMENT. This Agreement and the Related
Agreements constitute the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties hereto
and their affiliates with respect to the matters set forth herein.

                  16. SEVERABILITY. If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

                  17. CAPTIONS. The Section references herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

                  18. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.

                  19. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.

                  20. [INTENTIONALLY OMITTED]

                  21. WAIVER OF JURY TRIAL. THE COMPANY AND THE PURCHASERS
HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                  22. FEES AND EXPENSES. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such costs
or expense.

                  23. JOINT PARTICIPATION IN DRAFTING. Each party to this
Agreement has participated in the negotiation and drafting of this Agreement. As
such, the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party to this Agreement.



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.

                            MICROSOFT CORPORATION

                            By: /S/ ILLEGIBLE
                               ---------------------------------------
                            Name:
                                 -------------------------------------
                            Title:
                                  ------------------------------------
                            Shares: 2,616,933
                                   -----------------------------------
                            Purchase Price: $15,000,000


                            /S/ GREG REYES
                            ------------------------------------------
                            GREG REYES
                            1901 Guadelupe Parkway
                            San Jose, CA 95131
                            Shares:  87,321
                                   -----------------------------------
                            Purchase Price: 500,000
                                            --------------------------





                            THE VAN WAGONER FUNDS

                            By: /S/ GARRETT R. VAN WAGONER
                                --------------------------------------
                            Name: GARRETT R. VAN WAGONER
                                  ------------------------------------
                            Title: DIRECTOR
                                   -----------------------------------
                            345 California Street
                            Suite 2450
                            San Francisco, California 94104
                            Shares: 582,703
                            Purchase Price: $3,339,995

                            VAN WAGONER CAPITAL PARTNERS, L.P.

                            By: /S/ GARRETT R. VAN WAGONER
                                --------------------------------------
                            Name: GARRETT R. VAN WAGONER
                                  ------------------------------------
                            Title: GENERAL PARTNER
                                   -----------------------------------
                            345 California Street
                            Suite 2450
                            San Francisco, California 94104
                            Shares: 22,021
                            Purchase Price: $126,222

                            VAN WAGONER CROSSOVER FUND, LP

                            By: /S/ GARRETT R. VAN WAGONER
                                --------------------------------------
                            Name: GARRETT R. VAN WAGONER
                                  ------------------------------------
                            Title: MANAGING MEMBER GENERAL PARTNER
                                   -----------------------------------
                            345 California Street
                            Suite 2450
                            San Francisco, California 94104
                            Shares: 1,000,329
                            Purchase Price: $5,733,785



                            /S/ BILL RUSHER
                             -----------------------------------------
                            BILL RUSHER
                            142 Sansome Street
                            5th Floor
                            San Francisco, CA 94104
                            Shares: 8,723
                                    ----------------------------------
                            Purchase Price: $50,000
                                            --------------------------


                            /S/ FRANK JUSKA
                            ------------------------------------------
                            FRANK JUSKA
                            142 Sansome Street
                            5th Floor
                            San Francisco, CA 94104
                            Shares: 8,723
                                    ----------------------------------
                            Purchase Price: $50,000
                                            --------------------------


                            /S/ WILL HERMAN
                            ------------------------------------------
                            WILL HERMAN
                            8 Cobblestone Place
                            Sudbury, MA 01776
                            Shares: 34,842
                                    ----------------------------------
                            Purchase Price: $200,000
                                            --------------------------



                            COMMVAULT SYSTEMS, INC.

                            By: /S/ N. ROBERT HAMMER
                                --------------------------------------
                            Name: N. ROBERT HAMMER
                                  ------------------------------------
                            Title: CEO
                                   -----------------------------------



                                   SCHEDULE A

                                  SUBSIDIARIES

CommVault Systems (Canada) Inc., a Canadian corporation
CommVault Systems Mexico S de RL de CV, a Mexican company
CommVault Holding Company BV, a Netherlands company
CommVault Systems Netherlands BV, a Netherlands company



                                   SCHEDULE B

1.    Employment Agreement, dated as of January 20, 1999, between the Company
      and N. Robert Hammer, under which Mr. Hammer has received options to
      purchase common stock.

2.    Corporate Change of Control Agreements, between the Company and (i) Louis
      Miceli, (ii) Brian McAteer, (iii) Harry Cormier and (iv) Al Bunte.

3.    Stock Plan dated as of May 22, 1996, pursuant to which (i) the Company is
      authorized to issue options to purchase 8.7 million shares of its common
      stock and (ii) options to purchase 8.2 million shares of common stock have
      been granted.

4.    Preferred Stock holders have conversion rights, pursuant to the Amended
      Certificate, and preemptive rights pursuant to the Stockholders'
      Agreement, dated as of May 22, 1996 and amended as of July 23, 1998,
      between the Company and DLJ Merchant Banking Partners, L.P., DLJ
      International Partners C.V., DLJ Offshore Partners C.V., DLJ Merchant
      Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II L.P.,
      Sprout CEO Fund L.P. and certain other investors.

5.    A Warrant to purchase common stock was issued to DLJ Merchant Banking
      Partners, L.P. and certain of its Affiliates in connection with the Loan
      Agreement dated as of January 14, 2000, between the Company and the
      Lenders therein.

6.    Purchase Agreement, dated as of August 4, 1999, between the Company and
      Comm Vault Systems International, B.V. ("CVSI") and the shareholders of
      CVSI, pursuant to which the Company's common stock would be issued in
      consideration for the acquisition of the business of CVSI by the Company.

7.    The Company expects to consummate an acquisition of Northern Concepts
      Incorporated ("NCI"), pursuant to which the Company's common stock may be
      issued in consideration for the acquisition of the business of NCI by the
      Company.

The Company may, from time to time, issue additional shares of common stock or
options or warrants to purchase its common stock in an effort to recruit new
officers and employees.

                                                                   Exhibit 10.15

                               PURCHASE AGREEMENT

                  THIS PURCHASE AGREEMENT (this "AGREEMENT"), dated as of
November 10, 2000, is by and between EMC Investment Corporation, a Delaware
corporation ("EMC"), and the other persons listed on the signature page hereto
(collectively with EMC, the "PURCHASERS"), and CommVault Systems, Inc., a
Delaware corporation (the "COMPANY").

                  WHEREAS, each of the Purchasers desire to invest in the
Company; and

                  WHEREAS, the Company desires to issue and sell to the
Purchasers an aggregate of 2,758,358 shares of its Series BB Preferred Stock
(the "SHARES") and the Purchasers desire to purchase the Shares on the terms and
subject to the conditions described herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and warranties herein contained, the parties hereto
agree as follows:

                  1. DEFINITIONS. Capitalized terms that are not defined in the
text of this Agreement have the meanings set forth below:

         "Affiliate" shall mean, with respect to any specified Person, any other
Person which, directly or indirectly, owns or controls, is under common
ownership or control with, or is owned or controlled by, such specified Person.
For purposes of this definition, a Person shall be deemed to control another
Person if the first Person owns or holds more than 50% of the voting power of
the second Person.

         "Amended Certificate" shall mean the Amended and Restated Certificate
of Incorporation of the Company in the form of Exhibit 2.

         "Board of Directors" shall mean the board of directors of the Company.

         "Conversion Shares" shall have the meaning set forth in Section 5(e).

         "Governmental Authority" shall mean the government of the United States
or any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

         "Initial Public Offering" shall mean the initial public offering or
sale of common stock by the Company through underwriters or otherwise, that
requires registration, qualification or the filing of a prospectus under
applicable securities laws.

         "Knowledge" means the actual knowledge of N. Robert Hammer, Louis
Miceli, Larry Cormier or Al Bunte.

         "Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

                                                              PURCHASE AGREEMENT


         "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable), charge, restriction, pledge, security interest, option,
lease or sublease, claim, right of any third party, easement, encroachment or
encumbrance.

         "Material Adverse Effect" shall mean an effect on the business,
operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of the Company which is material and adverse.

         "Non-Preemptive Shares" shall mean any voting shares of the capital
stock of the Company issued, sold, granted or conveyed (i) in connection with
any acquisition of all or a portion of any Person or a merger or combination
with any Person duly authorized by the Board of Directors, (ii) to any current
or new director, officer, employee or consultant of the Company pursuant to any
plan or arrangement, now or hereafter existing, duly authorized by the Board of
Directors or (iii) pursuant to any of the items listed on SCHEDULE B.

         "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited liability company, limited partnership, trust, association
or other entity.

         "Preferred Stock" shall mean, collectively, the Company's issued and
outstanding Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series
AA Preferred Stock.

         "Registration Rights Agreement" shall mean a Registration Rights
Agreement to be entered into between Purchasers and the Company as of the
Closing in the form of Exhibit 1.

         "Related Agreements" shall mean, (i) with respect to the Company and
EMC, the Registration Rights Agreement and the Warrant and (ii) with respect to
the other Purchasers, only the Registration Rights Agreement.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Stock Plan" shall mean the Company's stock plan, as described on
SCHEDULE B.

         "Subsidiaries" shall mean the Persons set forth on SCHEDULE A.

         "Warrant" shall mean a warrant to be issued to EMC to purchase shares
of common stock of the Company in the form of Exhibit 3.

         "Warrant Shares" shall have the meaning set forth in Section 5(e).

2.       PURCHASE AND SALE OF SHARES.

         (a) PURCHASE PRICE. Subject to the terms and conditions set forth in
this Agreement, at the Closing (as hereinafter defined), the Purchasers shall
purchase, and the Company shall issue and sell to the Purchasers the Shares for
an aggregate purchase price (the "Purchase Price") of $33,376,131.80. The number
of Shares being sold to each Purchaser and the portion of the Purchase Price
attributable thereto is set forth under such Purchaser's name on the signature
page hereto.


                                                              PURCHASE AGREEMENT

                                      -2-



         (b) CLOSING. The closing (the "Closing") of the transactions described
herein shall occur on November 10, 2000, or such other date as agreed upon by
the Purchasers and the Company. At the Closing, the Purchasers shall pay the
Company the Purchase Price in cash by wire transfer of immediately available
funds to an account designated by the Company at least two business days before
the Closing and the Company shall deliver to each Purchaser a certificate
representing the Shares purchased by such Purchaser.

                  3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to each of the Purchasers:

         (a) DUE INCORPORATION; SUBSIDIARIES. Each of the Company and the
Subsidiaries is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, with all requisite power and
authority to own, lease and operate its properties and to carry on its business
as they are now being owned, leased, operated and conducted. Each of the Company
and the Subsidiaries is licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the nature of the
properties owned, leased or operated by it and the businesses transacted by it
require such licensing or qualification, except where the failure to be so
licensed or qualified would not individually or in the aggregate have a Material
Adverse Effect. Except as set forth on SCHEDULE A, the Company has no direct or
indirect subsidiaries, either wholly or partially owned, and the Company does
not hold any direct or indirect economic, voting or management interest in any
Person or directly or indirectly own any security issued by any Person. Each
Subsidiary is wholly owned by the Company.

         (b) DUE AUTHORIZATION. The Company has full power and authority to
enter into this Agreement and its Related Agreements and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance by the Company of this Agreement and its Related Agreements have
been duly and validly approved by the board of directors of the Company and no
other actions or proceedings on the part of the Company are necessary to
authorize this Agreement, the Related Agreements and the transactions
contemplated hereby and thereby. The Company has duly and validly executed and
delivered this Agreement and has duly and validly executed and delivered (or
prior to or at the Closing will duly and validly execute and deliver) its
Related Agreements. This Agreement constitutes legal, valid and binding
obligations of the Company and the Company's Related Agreements upon execution
and delivery by the Company will constitute legal, valid and binding obligations
of the Company, in each case, enforceable in accordance with their respective
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect which affect
the enforcement of creditors' rights generally and by equitable limitations on
the availability of specific remedies.

         (c) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.


                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement that has not been received by the Company
is necessary in connection with the execution, delivery and performance by the
Company of this Agreement and the execution, delivery and performance by the
Company of Related Agreements or the consummation of the transactions


                                                              PURCHASE AGREEMENT

                                      -3-



contemplated hereby or thereby (including, without limitation, the offer,
issuance, sale and delivery of the Shares, the Conversion Shares and the Warrant
Shares).

                  (ii) The execution, delivery and performance by the Company of
this Agreement and its Related Agreements do not and will not (1) violate any
Law; (2) violate or conflict with, result in a breach or termination of,
constitute a default or give any third party any additional right (including a
termination right) under, permit cancellation of, result in the creation of any
Lien upon any of the assets or properties of the Company under, or result in or
constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any contract to which the
Company, is a party or by which the Company or any of its assets or properties
are bound; (3) permit the acceleration of the maturity of any indebtedness of
the Company or indebtedness secured by its assets or properties; or (4) violate
or conflict with any provision of any of the Amended Certificate or by-laws of
the Company.

         (d) CAPITALIZATION.

                  (i) The authorized capital stock of the Company is as
described in the Amended Certificate. All of the outstanding capital stock of
the Company and each Subsidiary (i) is validly issued, fully paid and
nonassessable and (ii) is free of preemptive rights (except as provided in the
Amended Certificate or this Agreement). When issued, the Shares, the Conversion
Shares and the Warrant Shares will be validly issued, fully paid and
nonassessable and will not have been issued in violation of any preemptive
rights or rights of first refusal. The authorized capital stock as described in
the Amended Certificate contains a sufficient number of shares of common stock
for issuance of the Conversion Shares and Warrant Shares.

                  (ii) Except as set forth above or on SCHEDULE B, there are no
shares of capital stock or other securities (whether or not such securities have
voting rights) of the Company issued or outstanding or any subscriptions,
options, warrants, calls, rights, convertible securities or other agreements or
commitments of any character obligating the Company to issue, transfer or sell,
or cause the issuance, transfer or sale of, any shares of its capital stock or
other securities (whether or not such securities have voting rights). Except as
set forth in SCHEDULE B, there are no outstanding contractual obligations of the
Company which relate to the purchase, sale, issuance, repurchase, redemption,
acquisition, transfer, disposition, holding or voting of any shares of its
capital stock or other securities. The maximum number of shares of common stock
that the Company has issued and would be obligated to issue as of the date
hereof pursuant to the agreements listed in paragraphs 1-8 of SCHEDULE B is
57,868,509 shares on a fully diluted basis, plus any Shares issued hereunder
(including the Warrant Shares) and the shares issuable pursuant to the warrant
listed in paragraph 9 of SCHEDULE B.

         (e) LITIGATION.

                  (i) There is no claim, action, suit, investigation or
proceeding ("LITIGATION") pending or, to the Knowledge of the Company,
threatened against the Company or any Subsidiary, or involving any of its
properties or assets by or before any court, arbitrator or other Governmental
Entity which (1) in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement or (2) if
resolved adversely to



                                                              PURCHASE AGREEMENT

                                      -4-



the Company or any Subsidiary, would reasonably be expected to have a Material
Adverse Effect.

                  (ii) Neither the Company nor any Subsidiary is in default
under or in breach of any order, judgment or decree of any court, arbitrator or
other Governmental Authority, except for defaults or breaches, which
individually or in the aggregate would not reasonably be expected to have a
Material Adverse Effect.

         (f) INTELLECTUAL PROPERTY. The Company has title and ownership of, or
has license to, all patents, patent applications, trademarks, service marks,
trade names, copyrights, trade secrets and other confidential and proprietary
information (collectively, the "PROPRIETARY ASSETS") necessary to enable it to
carry on its business as now conducted and as presently proposed to be conducted
without any conflict with or infringement of the rights of others, except where
any failure to have such title, ownership or license would not have a Material
Adverse Effect. To the Knowledge of the Company, no person or entity has any
ownership right, title, interest, claim in or lien on any of the Company's
Proprietary Assets. No current or former employee or consultant of the Company
has any ownership right, title, interest, claim in or lien on any of the
Company's Proprietary Assets, other than such rights, title, interests, claims
or liens that would not have a Material Adverse Effect. The Company has not
granted and, to the Knowledge of the Company, there are not outstanding, any
options, licenses or agreements of any kind relating to any Proprietary Asset of
the Company, nor is the Company bound by or a party to any option, license or
agreement of any kind with respect to any of its Proprietary Assets. To the
Knowledge of the Company, the Company has not violated or infringed, and would
not, by conducting its business as currently proposed, violate or infringe, any
Proprietary Asset of any other person or entity except for such violations or
infringements that would not have a Material Adverse Effect. Each employee of
the Company hired after January 1, 1998 has signed an Employee Inventions and
Confidentiality Agreement in the form attached hereto as Exhibit 4.

         (g) FINANCIAL STATEMENTS. The Company has furnished to each of the
requesting Purchasers a complete and correct copy of the balance sheet of the
Company at September 30, 2000, and the statement of income for the period from
March 31, 2000 through September 30, 2000 (collectively, the "FINANCIAL
STATEMENTS"). The Financial Statements are complete and correct, are in
accordance with the books and records of the Company and present fairly in all
material respects the financial condition and results of operations of the
Company, at the dates and for the periods indicated, and have been prepared in
accordance with generally accepted accounting principles ("GAAP") consistently
applied, except that the unaudited Financial Statements may not be in accordance
with GAAP because of the absence of footnotes normally contained therein and are
subject to normal year-end adjustments which in the aggregate are not expected
to be material.

         (h) ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not have any
liability (whether known or unknown and whether absolute or contingent), except
for (a) liabilities shown on the Financial Statements, (b) liabilities that have
arisen since September 30, 2000 in the ordinary course of business and (c)
contractual and other liabilities incurred in the ordinary course of business
that are not material and not required by GAAP to be reflected on a balance
sheet.


                                                              PURCHASE AGREEMENT

                                      -5-



         (i) ABSENCE OF CHANGES. Since September 30, 2000, the Company has
conducted its business in the ordinary course, consistent with past practice.

         (j) CONTRACTS. The Company does not have and is not bound by any
contract, agreement, lease or commitment, other than (i) contracts for the
purchase of supplies and services or the licensing of technology that were
entered into in the ordinary course of business that do not involve more than
$250,000 per year and do not extend for more than one year, (ii) sales contracts
entered into in the ordinary course of business, (iii) the leases for the
Company's office or other space, (iv) contracts terminable at will by the
Company on no more than 30 days' notice without cost or liability to the
Company, (v) an agreement with Microsoft Corporation, dated as of April 12,
2000, or (vi) other contacts the loss of which would not have a Material Adverse
Effect. To the Knowledge of the Company, all of the contracts to which it is a
party are valid and binding and are in full force and effect as of the date of
this Agreement.

         (k) REGISTRATION RIGHTS. Other than the Registration Rights Agreement,
the registration rights agreement with the holders of the Series AA Preferred
Stock, dated April 14, 2000, the Stockholders Agreement listed in paragraph 4 of
SCHEDULE B, and the piggyback registration rights granted pursuant to the
Purchase Agreement listed in paragraph 6 of SCHEDULE B, the Company has not
granted any registration rights to any party for any of its securities.

         (l) COMPLIANCE WITH LAWS. The Company and each Subsidiary are in
compliance in all material respects with all applicable Laws. All securities
issued by the Company prior to the date hereof have been issued in transactions
exempt from the registration requirements of Section 5 of the Securities Act.

         (m) OFFERING OF SHARES. Neither the Company nor any Person acting on
its behalf has taken or will take any action (including, without limitation, any
offering of any securities of the Company under circumstances which would
require, under the Securities Act, the integration of such offering with the
offering and sale of the Shares) which might reasonably be expected to subject
the offering, issuance or sale of the Shares to the registration requirements of
the Securities Act. Subject to the continuing accuracy of the Purchasers'
representations in Section 4, the offer, sale and issuance of the Shares, the
Conversion Shares and the Warrant Shares in conformity with the terms of this
Agreement, the Amended Certificate and the Warrant constitute or will constitute
transactions exempt from the registration requirements of Section 5 of the
Securities Act.

         (n) BROKERS. No broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based upon arrangements made by
or on behalf of the Company.

                  4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each of the
Purchasers severally but not jointly hereby represents and warrants to the
Company as follows:

         (a) DUE INCORPORATION. Each Purchaser that is not an individual is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, with all



                                                              PURCHASE AGREEMENT

                                      -6-



requisite power and authority to own, lease and operate its properties and to
carry on its business as they are now being owned, leased, operated and
conducted.

         (b) DUE AUTHORIZATION. Each Purchaser that is not an individual has
full power and authority to enter into this Agreement and its Related Agreements
and to consummate the transactions contemplated hereby and thereby. The
execution, delivery and performance by such Purchaser of this Agreement and its
Related Agreements have been duly and validly approved by its governing body
empowered to authorize the transactions contemplated by this Agreement and its
Related Agreements and no other actions or proceedings on the part of such
Purchaser are necessary to authorize this Agreement, its Related Agreements and
the transactions contemplated hereby and thereby.

         (c) DUE EXECUTION; BINDING EFFECT. Such Purchaser has validly executed
and delivered this Agreement and has duly and validly executed and delivered (or
prior to or at the Closing will duly and validly execute and deliver) its
Related Agreements. This Agreement constitutes legal, valid and binding
obligations of such Purchaser and such Purchaser's Related Agreements upon
execution and delivery by such Purchaser (as applicable) will constitute legal,
valid and binding obligations of such Purchaser, in each case, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific remedies.

         (d) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by such Purchaser of this Agreement and its
Related Agreements and the consummation by such Purchaser of the transactions
contemplated hereby and thereby.

                  (ii) The execution, delivery and performance by such Purchaser
of this Agreement and its Related Agreements do not and will not (1) violate any
Law applicable to such Purchaser; (2) violate or conflict with, result in a
breach or termination of, constitute a default or give any third party any
additional right (including a termination right) under, permit cancellation of,
result in the creation of any Lien upon any of the assets or properties of such
Purchaser under, or result in or constitute a circumstance which, with or
without notice or lapse of time or both, would constitute any of the foregoing
under, any contract to which Purchaser is a party or by which such Purchaser or
any of its assets or properties are bound; (3) permit the acceleration of the
maturity of any indebtedness of such Purchaser or indebtedness secured by its
assets or properties; or (4) for each Purchaser that is not an individual,
violate or conflict with any provision of such Purchaser's organizational
documents.

         (e) BROKERS. No broker, lender or investment banker is entitled to any
brokerage, lender's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based on arrangements made by or
on behalf of such Purchaser.


                                                              PURCHASE AGREEMENT

                                      -7-



         (f) PURCHASE FOR INVESTMENT. Such Purchaser is purchasing the Shares
hereunder for investment without any intent of the distribution thereof within
the meaning of the Securities Act.

         (g) ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
within the meaning of Regulation 501(a) under the Securities Act and is able to
bear the economic risk of acquisition of the Shares, can afford to sustain a
total loss on such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risk of the proposed investment. Such Purchaser has been furnished the
opportunity to ask questions of and receive answers from representatives of the
Company concerning the business and financial affairs of the Company.

                  5. COVENANTS.

         (a) FINANCIAL INFORMATION. (1) As soon as practicable after the end of
each fiscal year of the Company, and in any event within 120 days thereafter,
the Company shall furnish to each Purchaser that holds (together with its
Affiliates) at least 750,000 Shares, an audited balance sheet and income
statement of the Company (the "FINANCIAL INFORMATION") as at the end of such
fiscal year, prepared in accordance with GAAP consistently applied.

                  (2) As soon as practicable after the end of the first, second
and third quarterly accounting periods in each fiscal year of the Company, and
in any event within 60 days thereafter, the Company shall furnish to each
Purchaser that holds (together with its Affiliates) at least 750,000 Shares,
unaudited Financial Information for such period and for such fiscal year to
date, prepared in accordance with GAAP consistently applied, subject to changes
resulting from normal year-end audit adjustments, and except that such Financial
Information need not contain the notes required by GAAP.

                  (3) Each Purchaser acknowledges that any information obtained
by such Purchaser pursuant to this Section 5(a) that may be proprietary to the
Company or otherwise confidential shall not be disclosed without the prior
written consent of the Company and the provision of such information shall be
subject to the receipt by the Company of a confidentiality agreement covering
such information and reasonably acceptable to the Company and such Purchaser.
Each Purchaser further acknowledges and understands that any information so
obtained that may be considered "inside" non-public information shall not be
utilized by such Purchaser in connection with purchases and/or sales of the
Company's securities except in compliance with applicable state and federal
antifraud statutes. The Company may exclude a Purchaser from the distribution of
the information to be delivered pursuant hereto if the Board of Directors
determines in good faith upon advice of counsel that such exclusion is
reasonably necessary to preserve attorney-client privilege or to protect other
similar confidential information. The rights and obligations of the parties
pursuant to this Section 5(a) shall terminate upon the closing of an Initial
Public Offering.

         (b) BOARD OBSERVER. EMC shall be entitled to designate one non-voting
observer (the "NON-VOTING OBSERVER") to attend (but not vote at) all meetings of
the Board of Directors. The Non-Voting Observer shall have the same access to
information concerning the business and operations of the Company and at the
same time as the directors of the Company, except for such



                                                              PURCHASE AGREEMENT

                                      -8-



information that the Company reasonably determines it cannot distribute for
confidentiality reasons, and shall be entitled to ask questions of the Board of
Directors, but shall not be entitled to vote or otherwise seek to influence the
business decisions of the Board of Directors. Any other Purchaser that owns
(together with its Affiliates) at least 750,000 Shares shall also have the same
access to financial information of the Company at the same time as the directors
of the Company, except for such information that the Company reasonably
determines it cannot distribute for confidentiality reasons. The provision of
any such information to the Non-Voting Observer and any such Purchasers shall be
subject to the receipt by the Company of a confidentiality agreement covering
such information and reasonably acceptable to the Company and such Purchaser. If
(1) the Company receives or solicits an expression of interest to purchase or
sell (i) more than 50% of the voting stock of the Company or (ii) all or
substantially all of the assets of the Company, or (2) there occurs a Material
Adverse Effect, then the Company shall promptly notify EMC of such expression of
interest or Material Adverse Effect, as the case may be, and EMC shall be
entitled to designate for election to the Board of Directors one director (the
"EMC DIRECTOR"). The Company will, to the extent requested by EMC, take all
action necessary for the EMC Director to be elected to the Board of Directors as
soon as possible after such request by EMC. In connection with any annual
meeting of stockholders of the Company at which the term of the EMC Director is
to expire, the Company will take all necessary action to cause the EMC Director
to be nominated and use its reasonable best efforts to cause the EMC Director to
be elected to the Board of Directors. In the event a vacancy shall exist in the
office of the EMC Director, EMC shall be entitled to designate a successor and
the Board of Directors shall elect such successor and, in connection with the
meeting of stockholders of the Company next following such election, nominate
such successor for election as director by the stockholders and use its
reasonable best efforts to cause the successor to be elected. EMC's right to
nominate the EMC Director (if such right comes into existence after the date
hereof) and the Non-Voting Observer and the Company's obligation (if such
obligation comes into existence after the date hereof) to take any action to
cause the EMC Director to be elected to the Board of Directors shall terminate
as of the Initial Public Offering. In addition, the term of the EMC Director and
all rights of the EMC Director and the Non-Voting Observer and any other
Purchasers, including the rights to observe and have access to the books and
records of the Company and other information as provided above, shall expire as
of such time. Subject to any other agreement between the parties, EMC and any
other Purchaser that receives information agrees that the information provided
by the Company, officers, directors and employees pursuant to this Section 5(b)
will be used solely for the purpose of evaluating such Purchaser's investment in
the Shares, the Conversion Shares and the Warrant Shares, as applicable, and
that such information will be kept strictly confidential by such Purchaser;
PROVIDED that the foregoing obligation of such Purchaser shall not (a) relate to
any information that (i) is or becomes generally available other than as a
result of unauthorized disclosure by such Purchaser or by persons to whom such
Purchaser has made such information available, (ii) is already in such
Purchaser's possession, provided that such information is not subject to another
confidentiality agreement with or other obligation of secrecy to the Company or
(iii) is or becomes available to such Purchaser on a non-confidential basis from
a third party that is not, to such Purchaser's knowledge, bound by any other
confidentiality agreement with the Company or its subsidiaries, or (b) prohibit
disclosure of any information if required by Law or the rules of any stock
exchange. EMC and each other Purchaser hereby acknowledges that it is aware that
the United States securities laws prohibit any person who has received from an
issuer or any


                                                              PURCHASE AGREEMENT

                                      -9-



Affiliate thereof any material, non-public information from
purchasing or selling securities of such issuer or from communicating such
information to any other person under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or sell such securities.

         (c) AMENDED CERTIFICATE. The Company shall, prior to or concurrently
with the Closing, cause the Amended Certificate to be filed with the Secretary
of State of the State of Delaware.

         (d) COOPERATION. Each of the Purchasers and the Company agrees to use
its reasonable best efforts to take, or cause to be taken, all such further
actions as shall be necessary to make effective and consummate the transactions
contemplated by this Agreement.

         (e) RESERVE SHARES. The Company will at all times reserve and keep
available, solely for issuance and delivery upon conversion of the Shares, the
number of shares of common stock from time to time issuable upon conversion of
all Shares at the time outstanding (the "CONVERSION SHARES") and any shares of
common stock to be issued pursuant to the Warrant (the "WARRANT SHARES"). All
Conversion Shares and Warrant Shares shall be duly authorized and, when issued
upon such conversion or exercise in accordance with the Amended Certificate or
the Warrant, as the case may be, shall be validly issued, fully paid and
nonassessable.

         (f) RESTRICTIONS ON TRANSFER. The Purchasers will not, prior to the
earlier of (a) December 31, 2004 or (b) the time of the closing of the Initial
Public Offering, sell, transfer, assign, convey, gift, mortgage, pledge,
encumber, hypothecate, or otherwise dispose of, directly or indirectly,
("TRANSFER") any of the Shares or any Conversion Shares except for (i) Transfers
between and among the Purchasers and their Affiliates provided such Transfer is
in accordance with the transfer restrictions applicable to the Shares or the
Conversion Shares under federal and state securities laws and the Affiliate
transferee agrees to be bound by the restrictions applicable to such Shares or
Conversion Shares, including without limitation the agreements set forth in this
Section 5(f), and (ii) Transfers (x) pursuant to a bona fide tender or exchange
offer made pursuant to a merger or other agreement approved by the Board of
Directors to acquire securities of the Company; PROVIDED, that the Purchasers
may not tender or exchange in such offer unless at least 50% of the outstanding
voting securities of the Company have previously been tendered or exchanged by
other holders of the Company's securities in connection therewith, (y) pursuant
to any cash merger, or other business combination transaction to which the
Company is a party or involved in which the common stock of the Company's
stockholders is exchanged for cash upon consummation of such merger or other
business combination or (z) agreed to in writing by the Company. Notwithstanding
any other provision of this Section 5(f), no Purchaser shall avoid the
provisions of this Section 5(f) by making one or more transfers to one or more
Affiliates and then disposing of all or any portion of such Purchaser's interest
in any such Affiliate.

         (g) PREEMPTIVE RIGHT. If at any time the Company desires to issue or
sell any shares (the "ADDITIONAL Shares") of its capital stock that entitle the
holder thereof to voting rights (other than Non-Preemptive Shares) to any
Person, the Company shall give a written notice (the "ISSUANCE NOTICE") to the
Purchasers setting forth the proposed terms of such Additional Shares and the
quantity of Additional Shares to be issued, the issuance date and the price at
which such Additional Shares shall be issued. Each of the Purchasers shall have
the option to purchase the number of Additional Shares necessary to maintain
such Purchaser's percentage of issued and



                                                              PURCHASE AGREEMENT

                                      -10-



outstanding voting shares of the Company at the time of the Issuance Notice,
which option may be exercised by giving written notice to the Company (the
"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an
unconditional agreement to purchase all (and not less than all) of the
Additional Shares to which such Purchaser is entitled to purchase. Failure by a
Purchaser to give the Response Notice to the Company within such 14-day period
shall be deemed to be a rejection of such option. At the option of the Company,
within 14 days of Company's receipt of the Response Notice or at the time of the
closing of the sale of Additional Shares to any Persons pursuant to the next
sentence, the Company shall sell to such Purchaser and such Purchaser shall
purchase the Additional Shares that such Purchaser agreed to purchase in the
Response Notice, at the price and on the terms set forth in the Issuance Notice.
For a period of 270 days after any Issuance Notice, the Company shall have the
right to issue or sell to any Person up to the number of Additional Shares
specified in the Issuance Notice less the number of Additional Shares pursuant
to duly tendered Response Notices at a price and on terms not materially less
favorable to the Company than as specified in the Issuance Notice. If the
Company desires to issue or sell Additional Shares, (i) after such 270-day
period, (ii) on terms materially less favorable to the Company than as specified
in the Issuance Notice or (iii) in a quantity greater than as specified in the
previous sentence, the Company must again comply with this Section 5(g). The
rights and obligations of the parties pursuant to this Section 5(g) shall
terminate upon the closing of an Initial Public Offering.

         (h) COMPLIANCE WITH SECURITIES LAWS. Such Purchaser understands that
the Shares, the Conversion Shares and the Warrant Shares will not be registered
under the Securities Act or applicable state securities laws and agrees not to
sell, pledge or otherwise transfer any of the Shares, Conversion Shares and the
Warrant Shares in the absence of such registration or an opinion of counsel
reasonably satisfactory to the Company that such registration is not required.
Except as set forth in the Registration Rights Agreement, such Purchaser
acknowledges that the Company is not required to register the Shares, the
Conversion Shares or the Warrant Shares.

                  6. CONDITIONS.

         (a) CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the
Purchasers to consummate the transactions contemplated hereby shall be subject
to the satisfaction or waiver at or prior to the Closing of each of the
following conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) The Company shall have performed, satisfied and complied
in all material respects with all of its covenants and agreements set forth in
this Agreement to be performed, satisfied and complied with prior to or at the
Closing;

                  (iii) The Company shall have executed and delivered to each of
the Purchasers the Registration Rights Agreement;



                                                              PURCHASE AGREEMENT

                                      -11-



                  (iv) The Amended Certificate shall have been duly filed with
the Secretary of State of the State of Delaware in accordance with the laws of
the State of Delaware and the Amended Certificate shall be in full force and
effect;

                  (v) The Company shall have executed and delivered to EMC the
Warrant;

                  (vi) The Conversion Shares and the Warrant Shares shall have
been duly authorized and reserved for issuance;

                  (vii) Mayer, Brown & Platt shall have delivered an opinion in
form and substance reasonably satisfactory to Purchasers;

                  (viii) The Company shall have delivered a good standing
certificate for the Company; and

                  (ix) There shall not have occurred any event, circumstances,
condition, fact, effect, or other matter which has had or would reasonably be
expected to have a Material Adverse Effect.

         (b) CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the
Company to consummate the transactions contemplated hereby shall be subject to
the satisfaction or waiver at or prior to the Closing of each of the following
conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) Each of the Purchasers shall have executed and delivered
to the Company its Related Agreements; and

                  (iii) The Purchasers shall have performed, satisfied and
complied in all material respects with all of their covenants and agreements set
forth in this Agreement to be performed, satisfied and complied with prior to or
at the Closing Date.

                  7. [INTENTIONALLY OMITTED]

                  8. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the parties contained in this
Agreement shall expire on the 18-month anniversary of the Closing, except for
those representations and warranties contained in Sections 3(b) and 3(d) which
shall expire on the later of (i) the 18-month anniversary of the Closing or (ii)
the closing of an Initial Public Offering. After the expiration of such period,
any claim by a party based upon any such representation or warranty shall be of
no further force and effect, except to the extent a party has given notice to
the other party of a claim for breach of any such representation or warranty
prior to the expiration of such period, in which event any representation or
warranty to which such claim relates shall survive with respect to such claim
until such claim is resolved as provided in this Section 8. The covenants and


                                                              PURCHASE AGREEMENT
                                      -12-



agreements of the parties hereto contained in this Agreement shall survive the
Closing until performed in accordance with their terms.

                  9. RESTRICTIVE LEGENDS. In addition to the restrictions set
forth in Section 5(f), no Shares, Conversion Shares or Warrant Shares may be
transferred without registration under the Securities Act and applicable state
securities laws unless counsel reasonably acceptable to the Company shall advise
the Company that such transfer may be effected without such registration. Each
certificate representing any of the foregoing shall bear legends in
substantially the following form:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO
         THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET
         FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO
         ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER
         DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND
         WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING
         RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF
         EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS
         THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF
         DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS,
         PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES
         OF SECURITIES OF THE COMPANY.

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER
         ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE
         HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND
         NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
         THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD,
         PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS
         EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE
         SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
         IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
         STATE SECURITIES LAWS.

         THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
         SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
         THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF NOVEMBER 10, 2000, A
         COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S
         OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY
         OF THE COMPANY.


                                                              PURCHASE AGREEMENT
                                      -13-



                  10. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This
Agreement shall bind and inure to the benefit of the Company and the Purchasers
and the respective successors, permitted assigns, heirs and personal
representatives of the Company and the Purchasers; PROVIDED that the Company may
not assign its rights or obligations under this Agreement to any Person without
the prior written consent of the Purchasers, and PROVIDED FURTHER that the
Purchasers may not assign their rights or obligations under this Agreement to
any Person (other than an Affiliate) without the prior written consent of the
Company. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.

                  11. NOTICES. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a notice) required or desired
to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five days after having been mailed by certified or
registered United States mail, postage prepaid, return receipt requested, or
(iv) the next business day after having been sent by a nationally recognized
overnight mail or courier service, receipt requested. Notices shall be addressed
as set forth below:

         If to EMC:

                  EMC Corporation
                  35 Parkwood Drive
                  Hopkinton, MA 01748
                  Attn: Office of the General Counsel
                  Facsimile: (508) 497-6915

         with a copy to the Vice President, Corporate Development

                  Facsimile: (508) 435-8900

         If to any of the other Purchasers, at the address set forth under his
         name on the signature page.

         With a copy to:

         -----------------------------------------------------

         -----------------------------------------------------

         -----------------------------------------------------
                  Attn:
                       ---------------------------------------
                  Facsimile:
                            ----------------------------------


                                                              PURCHASE AGREEMENT
                                      -14-



         If to the Company:

                  CommVault Systems, Inc.
                  2 Crescent Place
                  Oceanport, New Jersey 07757
                  Attn:  N. Robert Hammer
                  Facsimile:  (732) 870-4514

         With a copy to:

                  Mayer, Brown & Platt
                  190 S. LaSalle Street
                  Chicago, Illinois 60603
                  Attention: Philip J. Niehoff
                  Facsimile: (312) 701-7711

                  12. FURTHER ASSURANCES. At any time or from time to time after
the Closing, the Company, on the one hand, and the Purchasers, on the other
hand, agree to cooperate with each other, and at the request of the other party,
to execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby and to
otherwise carry out the intent of the parties hereunder.

                  13. PUBLIC DISCLOSURE. Except as required by Law or the rules
of any stock exchange (in which case the Company shall give EMC notice at least
24 hours prior to any public announcement containing its name), no public
announcement or other publicity regarding the transactions referred to herein
shall be made by any of the Purchasers or the Company or any of their respective
Affiliates, officers, directors, employees, representatives or agents, without
the prior written agreement of Purchasers and Company, in any case, as to form,
content, timing and manner of distribution or publication; PROVIDED, HOWEVER,
that nothing in this Section shall prevent such parties from (i) discussing such
transactions with those Persons whose approval, agreement or opinion, as the
case may be, is required for consummation of such particular transaction or
transactions or (ii) disclosing such information about such transactions in a
registration statement or prospectus in connection with the Initial Public
Offering or (iii) if the disclosing party is a Purchaser, disclosing such
Purchaser's investment herein provided that such disclosure does not mention any
other Purchaser by name and is approved by the Company in writing. Each of the
parties acknowledge and agree that there would be no adequate remedy at Law if
it fails to perform its obligations under this Section 13 and accordingly agrees
that each of the other parties, in addition to any other remedy to which it may
be entitled at Law or in equity, shall be entitled to compel specific
performance of the obligations of the first party under this Section 13.

                  14. WAIVER. No party may waive any of the terms or conditions
of this Agreement except by a duly signed writing referring to the specific
provision to be waived.


                                                              PURCHASE AGREEMENT
                                      -15-



                  15. ENTIRE AGREEMENT. This Agreement and the Related
Agreements constitute the entire agreement, and supersedes all other prior
agreements and understandings, both written and oral, among the parties hereto
and their affiliates with respect to the matters set forth herein.

                  16. SEVERABILITY. If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

                  17. CAPTIONS. The Section references herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

                  18. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.

                  19. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.

                  20. WAIVER OF JURY TRIAL. THE COMPANY AND THE PURCHASERS
HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                  21. FEES AND EXPENSES. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such costs
or expense.

                  22. JOINT PARTICIPATION IN DRAFTING. Each party to this
Agreement has participated in the negotiation and drafting of this Agreement. As
such, the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party to this Agreement.


                                                              PURCHASE AGREEMENT

                                     * * * *

                                      -16-




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.

                             EMC INVESTMENT CORPORATION

                             By: /S/ MICHAEL J. CODY
                                 -----------------------------------------------
                             Name: MICHAEL J. CODY
                                   ---------------------------------------------
                             Title: VICE PRESIDENT, CORPORATE DEVELOPMENT
                                    --------------------------------------------
                             Shares:  1,652,893
                             Purchase Price: $20,000,005



                                                              PURCHASE AGREEMENT


                             THE VAN WAGONER FUNDS

                             By: /S/ GARRETT R. VAN WAGONER
                                 -----------------------------------------------
                             Name: GARRETT R. VAN WAGONER
                                   ---------------------------------------------
                             Title: PRESIDENT
                                    --------------------------------------------
                             345 California Street
                             Suite 2450
                             San Francisco, CA 94104
                             Facsimile:
                                       -----------------------------------------
                             Shares:  826,447
                             Purchase Price: $[10,000,008]


                             VAN WAGONER CAPITAL
                             PARTNERS, L.P.

                             By: /S/ GARRETT R. VAN WAGONER
                                 -----------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                   ---------------------------------------------
                             345 California Street
                             Suite 2450
                             San Francisco, CA 94104
                             Facsimile:
                                       -----------------------------------------
                             Shares: None
                             Purchase Price: $
                                              ----------------------------------


                             VAN WAGONER CROSSOVER FUND, L.P.

                             By:/S/ GARRETT R. VAN WAGONER
                                ------------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                   ---------------------------------------------
                             345 California Street
                             Suite 2450
                             San Francisco, CA 94104
                             Facsimile:
                                       -----------------------------------------
                             Shares: None
                             Purchase Price: $
                                             -----------------------------------



                                                              PURCHASE AGREEMENT


                             DRW VENTURE PARTNERS LP

                             By:  Dain Rauscher Corporation, its General Partner

                             By: /S/ MARY ZIMMER
                                 -----------------------------------------------
                             Name: MARY ZIMMER
                                   ---------------------------------------------
                             Title: DIRECTOR, DRW FINANCE ADMINISTRATION
                                    --------------------------------------------
                             60 South 6th Street
                             Minneapolis, MN 55402
                             Attn: Mary Zimmer MS 54N2
                             Facsimile:  (612) 373-1610
                                               ---------------------------------
                             Shares:  61,984
                             Purchase Price: $750,006.40



                                                              PURCHASE AGREEMENT


                             MORGAN KEEGAN OPPORTUNITY FUND, L.P.

                             By:  Merchant Bankers, Inc., its
                             General Partner

                             By: /S/ MINOR PERKINS
                                 -----------------------------------------------
                             Name: MINOR PERKINS
                                   ---------------------------------------------
                             Title: VICE PRESIDENT
                                    --------------------------------------------
                             50 North Front Street, 19th Floor
                             Memphis, TN 38103
                             Facsimile:  (901) 579-4891
                             Shares:  132,000
                             Purchase Price:  $1,597,200


                             MORGAN KEEGAN EMPLOYEE
                             INVESTMENT FUND, L.P.

                             By:  Merchant Bankers, Inc., its
                             General Partner

                             By: /S/ MINOR PERKINS
                                 -----------------------------------------------
                             Name: MINOR PERKINS
                                   ---------------------------------------------
                             Title: VICE PRESIDENT
                                    --------------------------------------------
                             50 North Front Street, 19th Floor
                             Memphis, TN 38103
                             Facsimile:  (901) 579-4891
                             Shares:  33,290
                             Purchase Price:  $402,809



                                                              PURCHASE AGREEMENT


                             /S/ BARBARA M. BYRNE
                             ---------------------------------------------------
                             Barbara M. Byrne
                             101 Hun Road
                             Princeton, NJ 08540
                             Shares:  8,265
                             Purchase Price:  $100,006.50


                             /S/ GREG REYE
                             ---------------------------------------------------
                             Greg Reyes
                             c/o Brocade Communication Systems
                             1745 Technology Drive
                             San Jose, CA 95110
                             Shares:  41,323
                             Purchase Price:  $500,008.30


                             /S/ WILL HERMAN
                             ---------------------------------------------------
                             Will Herman
                             8 Cobblestone Place
                             Sudbury, MA 01776
                             Shares:  2,156
                             Purchase Price:  $26,087.60



                                                              PURCHASE AGREEMENT


                              COMMVAULT SYSTEMS, INC.

                              By: /S/ N. ROBERT HAMMER
                                  ----------------------------------------------
                              Name: N. ROBERT HAMMER
                                    --------------------------------------------
                              Title: CEO
                                     -------------------------------------------



                                                              PURCHASE AGREEMENT


                                   SCHEDULE A

                                  SUBSIDIARIES

CommVault Systems (Canada) Inc., a Canadian corporation
CommVault Systems Mexico S de RL de CV, a Mexican company
CommVault Holding Company BV, a Netherlands company
CommVault Systems Netherlands BV, a Netherlands company


                                                              PURCHASE AGREEMENT

                                      A-1



                                   SCHEDULE B

1.       Employment Agreement, dated as of January 20, 1999, between the Company
         and N. Robert Hammer, under which Mr. Hammer has received options to
         purchase common stock.

2.       Corporate Change of Control Agreements, between the Company and (i)
         Louis Miceli, (ii) Brian McAteer, (iii) Larry Cormier, (iv) Al Bunte
         and (v) David West.

3.       Stock Plan dated as of May 22, 1996, pursuant to which (i) the Company
         is authorized to issue options to purchase 9.7 million shares of its
         common stock and (ii) options to purchase 9.2 million shares of common
         stock have been granted.

4.       Preferred Stock holders have conversion rights, pursuant to the Amended
         Certificate, and preemptive rights pursuant to the Stockholders'
         Agreement, dated as of May 22, 1996 and amended as of July 23, 1998,
         between the Company and DLJ Merchant Banking Partners, L.P., DLJ
         International Partners C.V., DLJ Offshore Partners C.V., DLJ Merchant
         Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II L.P.,
         Sprout CEO Fund L.P. and certain other investors.

5.       A Warrant to purchase 39,840 shares of common stock was issued to DLJ
         Merchant Banking Partners, L.P. and certain of its Affiliates in
         connection with the Loan Agreement dated as of January 14, 2000,
         between the Company and the Lenders therein, which Warrant has been
         exercised and such shares have been issued.

6.       Purchase Agreement, dated as of August 4, 1999, between the Company and
         Comm Vault Systems International, B.V. ("CVSI") and the shareholders of
         CVSI, pursuant to which the 957,000 shares of the Company's common
         stock were in consideration for the acquisition of the business of CVSI
         by the Company.

7.       The Company entered into an agreement with Northern Concepts
         Incorporated ("NCI"), dated as of May 2000 pursuant to which 285,000
         shares of the Company's common stock was issued in consideration for
         the acquisition of the business of NCI by the Company.

8.       Preferred Stock holders have conversion rights, pursuant to the Amended
         Certificate, and preemptive rights pursuant to the Purchase Agreement,
         dated as of April 14, 2000, among the Company and Microsoft Corporation
         and certain other investors signatories thereto.

9.       A Warrant to purchase up to 2,616,933 shares of common stock was issued
         to Microsoft Corporation in connection with the Purchase Agreement
         referred to in item 8 above.

The Company may, from time to time, issue additional shares of common stock or
options or warrants to purchase its common stock in an effort to recruit new
officers and employees. Non-Preemptive Shares shall include all such options or
warrants that may be issued in the future.


                                                              PURCHASE AGREEMENT
                                      B-1

                                                                   Exhibit 10.16

                          SERIES CC PURCHASE AGREEMENT

                  THIS SERIES CC PURCHASE AGREEMENT (this "AGREEMENT"), dated as
of February 14, 2002, is by and between funds and accounts managed by affiliates
of Putnam Investments, LLC, a Delaware limited liability company ("PUTNAM"), the
other parties listed on SCHEDULE A hereto (collectively with Putnam, the
"PURCHASERS") and CommVault Systems, Inc., a Delaware corporation (the
"COMPANY").

                  WHEREAS, each of the Purchasers desire to invest in the
Company; and

                  WHEREAS, the Company desires to issue and sell to the
Purchasers an aggregate of 7,345,896 shares of its Series CC Preferred Stock
(the "SHARES") and the Purchasers desire to purchase the Shares on the terms and
subject to the conditions described herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and warranties herein contained, the parties hereto
agree as follows:

                  1. DEFINITIONS. Capitalized terms that are not defined in the
text of this Agreement have the meanings set forth below:

         "Affiliate" shall mean, with respect to any specified Person, any other
Person which, directly or indirectly, owns, manages or controls, is under common
ownership, management or control with, or is owned, managed or controlled by,
such specified Person and, with respect to Putnam, any funds or accounts where
Putnam Investment Management, LLC or its affiliates, acts as Investment Adviser
(as defined in the Investment Advisers Act of 1940, as amended). For purposes of
this definition, a Person shall be deemed to control another Person if the first
Person owns, manages or holds more than 50% of the voting power of the second
Person.

         "Amended Certificate" shall mean the Amended and Restated Certificate
of Incorporation of the Company in the form of EXHIBIT 2.

         "Board of Directors" shall mean the board of directors of the Company.

         "Code" means the Internal Revenue Code of 1986 or any successor
statute, and the rules and regulations thereunder, collectively and as from time
to time amended and in effect.

         "Commission" shall mean the Securities and Exchange Commission.

         "Conversion Shares" shall have the meaning set forth in Section 5(e).

         "ERISA" means the Employee Retirement Income Security Act of 1974 or
any successor statute and the rules and regulations thereunder, collectively and
as from time to time amended and in effect.

         "Governmental Authority" shall mean the government of the United States
or any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

                                      -1-



         "Initial Public Offering" shall mean the initial public offering or
sale of common stock by the Company through underwriters or otherwise, that
requires registration, qualification or the filing of a prospectus under the
Securities Act.

         "Knowledge" means the actual knowledge (assuming reasonable
investigation) of N. Robert Hammer, Louis Miceli, Larry Cormier, Al Bunte, Lee
Parker and the other senior executives of the Company.

         "Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

         "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable), charge, restriction, pledge, security interest, option,
lease or sublease, claim, right of any third party, easement, encroachment or
encumbrance.

         "Material Adverse Effect" shall mean an effect on the business,
operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of the Company which is material and adverse.

         "Non-Preemptive Shares" shall mean any voting shares of the capital
stock of the Company issued, sold, granted or conveyed (i) as consideration in
any acquisition of all or a portion of any Person or a merger or combination
with any Person duly authorized by the Board of Directors, (ii) to any current
or new director, officer, employee or consultant of the Company pursuant to any
plan or arrangement, now or hereafter existing, duly authorized by the Board of
Directors or (iii) pursuant to any of the items listed on SCHEDULE C.

         "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited liability company, limited partnership, trust, association,
Massachusetts business trust or other entity.

         "Preferred Stock" shall mean, collectively, the Company's issued and
outstanding Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series AA
Preferred Stock and Series BB Preferred Stock.

         "Registration Rights Agreement" shall mean a Registration Rights
Agreement to be entered into between Purchasers and the Company as of the
Closing in the form of EXHIBIT 1.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Series AA Purchase Agreement" shall mean the Purchase Agreement, dated
as of April 14, 2000 between the Company and the other Persons party thereto.

         "Series AA Registration Rights Agreement" shall mean the Registration
rights Agreement, dated as of April 14, 2000, between the Company and the
holders of the Company's Series AA Preferred Stock.

                                      -2-



         "Series BB Purchase Agreement" shall mean the Purchase Agreement, dated
as of November 10, 2000, by and between the Company and the other Persons party
thereto.

         "Series BB Registration Rights Agreement" shall mean the Registration
Rights Agreement, dated as of November 10, 2000, between the Company and the
holders of the Series BB Preferred Stock.

         "Stock Plan" shall mean the Company's stock plan, as described on
SCHEDULE C.

         "Stockholders' Agreement" shall mean the stockholders' agreement, dated
as of May 22, 1996, and as further amended, between the Company and certain of
its stockholders.

         "Subsidiaries" shall mean the Persons set forth on SCHEDULE B.

                  2. PURCHASE AND SALE OF SHARES.

         (a) PURCHASE PRICE. Subject to the terms and conditions set forth in
this Agreement, at the Closing (as hereinafter defined), the Purchasers shall
purchase, and the Company shall issue and sell to the Purchasers the Shares for
an aggregate purchase price (the "Purchase Price") of $23,000,000. The number of
Shares being sold to each Purchaser and the portion of the Purchase Price
attributable thereto is set forth on SCHEDULE A hereto.

         (b) CLOSING. The closing (the "Closing") of the transactions described
herein shall occur at 10:00 a.m. on February 14, 2002, at the offices of Ropes &
Gray, One International Place, Boston, Massachusetts, or such other place and
time as agreed upon by the Purchasers and the Company. At the Closing, the
Purchasers shall pay the Company the Purchase Price in cash by wire transfer of
immediately available funds to an account designated by the Company, which
designation shall occur at least two business days before the Closing, and the
Company shall deliver to each Purchaser a certificate representing the Shares
purchased by such Purchaser; provided, that, if so requested by a Purchaser that
is an Affiliate of Putnam, the Company will deliver such certificate to such
Purchaser's custodian at least one business day prior to the Closing pursuant to
an escrow arrangement reasonably acceptable to such custodian, the Company and
Putnam.

                  3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to each of the Purchasers:

         (a) DUE INCORPORATION; SUBSIDIARIES. Each of the Company and the
Subsidiaries is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, with all requisite power and
authority to own, lease and operate its properties and to carry on its business
as they are now being owned, leased, operated and conducted. Each of the Company
and the Subsidiaries is licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the nature of the
properties owned, leased or operated by it and the businesses transacted by it
require such licensing or qualification, except where the failure to be so
licensed or qualified would not individually or in the aggregate have a Material
Adverse Effect. Except as set forth on SCHEDULE B, the Company has no direct or
indirect subsidiaries, either wholly or partially owned, and the Company does
not hold any direct

                                      -3-



or indirect economic, voting or management interest in any Person or directly or
indirectly own any security issued by any Person. Each Subsidiary is wholly
owned by the Company.

         (b) DUE AUTHORIZATION. The Company has full power and authority to
enter into this Agreement and the Registration Rights Agreement and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by the Company of this Agreement and the Registration
Rights Agreement have been duly and validly approved by the board of directors
of the Company and no other actions or proceedings on the part of the Company
are necessary to authorize this Agreement, the Registration Rights Agreement and
the transactions contemplated hereby and thereby. The Company has duly and
validly executed and delivered this Agreement and has duly and validly executed
and delivered the Registration Rights Agreement. This Agreement constitutes
legal, valid and binding obligations of the Company and the Registration Rights
Agreement upon execution and delivery by the Company will constitute legal,
valid and binding obligations of the Company, in each case, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific remedies.

         (c) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) Except for (x) the approval of the Amended Certificate by
the Company's stockholders and the filing of such certificate with the Delaware
Secretary of State, (y) approval of amendments to the Series AA Registration
Rights Agreement, the Series BB Registration Rights Agreement and the
Stockholders' Agreement and (z) waivers by the holders of the Company's
Preferred Stock of preemptive rights to purchase the Shares (the consents,
amendments and waivers described in clauses (x), (y) and (z) being the "REQUIRED
CONSENTS"), no consent, authorization or approval of, filing or registration
with, or cooperation from, any Governmental Authority or any other Person not a
party to this Agreement that has not been received by the Company is necessary
in connection with the execution, delivery and performance by the Company of
this Agreement and the execution, delivery and performance by the Company of the
Registration Rights Agreement or the consummation of the transactions
contemplated hereby or thereby (including, without limitation, the offer,
issuance, sale and delivery of the Shares and the Conversion Shares).

                  (ii) Assuming receipt of the Required Consents, the execution,
delivery and performance by the Company of this Agreement and the Registration
Rights Agreement or the consummation of the transactions contemplated hereby or
thereby do not and will not (1) violate any Law; (2) violate or conflict with,
result in a breach or termination of, constitute a default or give any third
party any additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets or
properties of the Company under, or result in or constitute a circumstance
which, with or without notice or lapse of time or both, would constitute any of
the foregoing under, any contract to which the Company, is a party or by which
the Company or any of its assets or properties are bound; (3) permit the
acceleration of the maturity of any indebtedness of the Company or indebtedness
secured by its assets or properties; or (4) violate or conflict with any
provision of any of the Amended Certificate or by-laws of the Company.


                                      -4-


         (d) CAPITALIZATION.

                  (i) The authorized capital stock of the Company is as
described in the Amended Certificate. All of the outstanding capital stock of
the Company and each Subsidiary (i) is validly issued, fully paid and
nonassessable and (ii) is free of preemptive rights (except as provided in the
Stockholders' Agreement, Series AA Purchase Agreement, the Series BB Purchase
Agreement or this Agreement). When issued, the Shares and the Conversion Shares
will be validly issued, fully paid and nonassessable and will not have been
issued in violation of any preemptive rights or rights of first refusal. The
authorized capital stock as described in the Amended Certificate contains a
sufficient number of shares of common stock for issuance of the Conversion
Shares.

                  (ii) Except as set forth above or on SCHEDULE C, there are no
shares of capital stock or other securities (whether or not such securities have
voting rights) of the Company issued or outstanding or any subscriptions,
options, warrants, calls, rights, convertible securities or other agreements or
commitments of any character obligating the Company to issue, transfer or sell,
or cause the issuance, transfer or sale of, any shares of its capital stock or
other securities (whether or not such securities have voting rights). Except as
set forth in SCHEDULE C, there are no outstanding contractual obligations of the
Company which relate to the purchase, sale, issuance, repurchase, redemption,
acquisition, transfer, disposition, holding or voting of any shares of its
capital stock or other securities. The maximum number of shares of common stock
that the Company has issued and would be obligated to issue as of the date
hereof is 63,877,195 shares on a fully diluted basis, plus any Shares issued
hereunder and the shares issuable pursuant to the warrants listed in paragraphs
6 and 7 of SCHEDULE C. The outstanding capital stock of the Company immediately
prior to the Closing and before the issuance of the Shares is as follows: (i)
2,039,717 shares of Series A Preferred Stock, (ii) 346,000 shares of Series B
Preferred Stock, (iii) 333,333 shares of Series C Preferred Stock, (iv) 247,204
shares of Series D Preferred Stock, (v) 200,000 shares of Series E Preferred
Stock, (vi) 4,361,555 shares of Series AA Preferred Stock, (vii) 2,758,358
shares of Series BB Preferred Stock and (viii) 36,072,643 shares of Common
Stock.

         (c) LITIGATION.

                  (i) There is no claim, action, suit, investigation or
proceeding ("LITIGATION") pending or, to the Knowledge of the Company,
threatened against the Company or any Subsidiary, or involving any of its
properties or assets by or before any court, arbitrator or other Governmental
Entity which (1) in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement or (2) if
resolved adversely to the Company or any Subsidiary, would reasonably be
expected to have a Material Adverse Effect.

                  (ii) Neither the Company nor any Subsidiary is in default
under or in breach of any order, judgment or decree of any court, arbitrator or
other Governmental Authority.

         (f) INTELLECTUAL PROPERTY.

                                      -5-



                  (i) The Company owns all right, title and interest in, or, to
the Knowledge of the Company has the right to use: all patents and the
inventions claimed therein; trademarks, service marks and trade names, together
with associated goodwill; copyrights and copyrightable work; Internet domain
names; registrations and applications relating to any of the foregoing;
know-how, processes, formulae, algorithms, models, methodologies and trade
secrets; computer programs, including any and all software implementations of
algorithms, models and methodologies whether in source code or object code form;
databases and compilations, including any and all data, all documentation,
including user manuals and training materials, related to any of the foregoing;
and the content and information contained on any Company Web site; and other
confidential and proprietary information (collectively, the "PROPRIETARY
ASSETS") used in its business as now conducted and as presently proposed to be
conducted. To the Knowledge of the Company, no person or entity has any
ownership right, title, interest, claim in or lien on any of the Company's
Proprietary Assets. No current or former employee, officer, director or
consultant of the Company has any ownership right, right to use, title,
interest, claim in or lien on any of the Company's Proprietary Assets. The
Company has not granted and, to the Knowledge of the Company, there are not
outstanding, any options, licenses or agreements of any kind relating to any
Proprietary Asset of the Company, nor is the Company bound by or a party to any
option, license or agreement of any kind with respect to any of its Proprietary
Assets. No settlement agreements, consents, judgments, orders, forbearance to
sue or similar obligations limit or restrict the Company's rights in and to any
Proprietary Assets.

                  (ii) To the Knowledge of the Company, the Company has not
violated, misappropriated, diluted or infringed, and would not, by conducting
its business as currently proposed, violate, misappropriate, dilute or infringe,
any intellectual property right in any Proprietary Asset of any other person or
entity. There is no claim, action, suit, investigation or proceeding pending or,
to the Knowledge of the Company, threatened against the Company which would
affect in any way any of its Proprietary Assets by or before any court,
arbitrator or other Governmental Entity. To the Knowledge of the Company, no
third party has violated, misappropriated, diluted or infringed any intellectual
property right in any Proprietary Asset of the Company.

                  (iii) The Company takes all reasonable measures to protect the
confidentiality of their trade secrets including requiring third parties having
access thereto to execute written nondisclosure agreements. Each employee of the
Company hired after January 1, 1998 has signed an Employee Inventions and
Confidentiality Agreement substantially in the form attached hereto as SCHEDULE
D.

                  (iv) All material Proprietary Assets owned or used by the
Company have been duly maintained, are valid and subsisting, in full force and
effect and have not been cancelled, expired or abandoned. The execution,
delivery and performance by the Company of this Agreement or the Registration
Rights Agreement, or the consummation of the transactions contemplated hereby or
thereby will not result in the loss or impairment of the Company's rights to own
or use any of the Proprietary Assets, nor will such consummation require the
consent of any third party in respect of any Proprietary Assets.

                  (v) Except for Microsoft Corporation's SQL product, which
Microsoft Corporation has licensed to the Company (with rights to further
sublicense such software), the

                                      -6-



Company's software products (the "PROPRIETARY SOFTWARE") were either developed
(a) by employees of the Company within the scope of their employment; (b) by
independent contractors as "works-made-for-hire," as that term is defined under
Section 101 of the United States Copyright Act, 17 U.S.C. ss. 101, pursuant to
written agreement; or (c) by third parties who have assigned all of their rights
therein to the Company pursuant to a written agreement. No former or present
employees, officers or directors of the Company, or any other third parties
retain any rights of ownership or use of the Proprietary Software, and no
employees or third parties who have developed or participated in the development
of the Proprietary Software have any claims to any moral rights therein.

                  (g) FINANCIAL STATEMENTS. The Company has furnished to each of
the requesting Purchasers a complete and correct copy of the balance sheet of
the Company at September 30, 2001, and statements of income for the period from
January 1, 2001 through September 30, 2001 (collectively, the "FINANCIAL
STATEMENTS"). The Financial Statements are complete and correct, are in
accordance with the books and records of the Company and present fairly in all
material respects the financial condition and results of operations of the
Company, at the dates and for the periods indicated, and have been prepared in
accordance with generally accepted accounting principles ("GAAP") consistently
applied, except that the unaudited Financial Statements may not be in accordance
with GAAP because of the absence of footnotes normally contained therein and are
subject to normal year-end adjustments which in the aggregate are not expected
to be material.

                  (h) ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not
have any liability (whether known or unknown and whether absolute or
contingent), except for (a) liabilities shown on the face of the Financial
Statements and (b) liabilities that have arisen since September 30, 2001 in the
ordinary course of business that are not material.

                  (i) ABSENCE OF CHANGES. Since September 30, 2001, the Company
has conducted its business in the ordinary course, consistent with past practice
and there has not been any event or condition which has had or would be
reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.

                  (j) CONTRACTS. The Company does not have and is not bound by
any contract, agreement, lease or commitment, other than (i) contracts for the
purchase of supplies and services or the licensing of technology that were
entered into in the ordinary course of business that do not involve more than
$250,000 per year and do not extend for more than one year, (ii) sales contracts
entered into in the ordinary course of business, (iii) the leases for the
Company's office or other space, (iv) contracts terminable at will by the
Company on no more than 30 days' notice without cost or liability to the
Company, (v) an agreement with Microsoft Corporation, dated as of April 12,
2000, or (vi) other contacts the loss of which would not have a Material Adverse
Effect. Except for (i) an engineering and marketing agreement, dated as of April
12, 2000, between the Company and Microsoft Corporation, (ii) a warrant, dated
as of April 14, 2000, granting Microsoft Corporation the right to purchase
common stock of the Company under certain conditions and (iii) an agreement with
Microsoft Corporation, pursuant to which the Company licenses and has the
further right to sublicense Microsoft's SQL product, the Company has provided
the Purchasers with a copy of all its material contracts. To the

                                      -7-



Knowledge of the Company, all of the contracts to which it is a party are valid
and binding and are in full force and effect as of the date of this Agreement.

                  (k) REGISTRATION RIGHTS. Other than the Registration Rights
Agreement, the Series AA Registration Rights Agreement, the Series BB
Registration Rights Agreement, the Stockholders Agreement and the piggyback
registration rights granted pursuant to the Purchase Agreement listed in
paragraph 4 of SCHEDULE C, the Company has not granted any registration rights
to any party for any of its securities.

                  (l) COMPLIANCE WITH LAWS. The Company and each Subsidiary are
in compliance in all material respects with all applicable Laws. All securities
issued by the Company prior to the date hereof have been issued in transactions
exempt from the registration requirements of Section 5 of the Securities Act.

                  (m) OFFERING OF SHARES. Neither the Company nor any Person
acting on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of the Company under circumstances
which would require, under the Securities Act, the integration of such offering
with the offering and sale of the Shares) which might reasonably be expected to
subject the offering, issuance or sale of the Shares to the registration
requirements of the Securities Act. Subject to the continuing accuracy of the
Purchasers' representations in Section 4, the offer, sale and issuance of the
Shares and the Conversion Shares in conformity with the terms of this Agreement
and the Amended Certificate constitute or will constitute transactions exempt
from the registration requirements of Section 5 of the Securities Act.

                  (n) BROKERS. Except for fees and commissions payable to Credit
Suisse First Boston Corporation by the Company, no broker, finder or investment
banker is entitled to any brokerage, finder's or other fee or commission from
any party in connection with the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company.

                  (o) INSURANCE COVERAGE. The Company maintains in full force
and effect insurance coverage that the Company reasonably believes to be
adequate against all liabilities, claims and risks against which it is customary
for comparably situated companies to insure.

                  (p) EMPLOYEES. To the Company's Knowledge, no executive, key
employee, or group of employees has any plans to terminate employment with the
Company. The Company is in compliance in all material respects with all
applicable laws respecting employment and employment practices and terms and
conditions of employment.

                  (q) ERISA. The Company does not have or otherwise contribute
to or participate in any employee benefit plan subject to Title IV of ERISA.

                  (r) ENVIRONMENTAL MATTERS. The Company is not in violation of
any statute, rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, "ENVIRONMENTAL LAWS"), does not own or operate any real property
contaminated with any substance that is subject to any Environmental Laws, is
not liable for any off-site

                                      -8-



disposal or contamination pursuant to any Environmental Laws, and is not subject
to any claim relating to any Environmental Laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect; and the Company is not aware of any pending investigation that
might lead to such a claim.

                  (s) AFFILIATED TRANSACTIONS. Other than the Stockholders'
Agreement and the side letters with holders of the Company's Series A through E
Preferred Stock dated the date hereof, the Company is not, nor has it been, a
party to or bound by any contract, agreement, lease or commitment with any of
the Affiliates of the Company, other than on arms-length terms which are no less
favorable to the Company than those which could be obtained with a third party
which is not an Affiliate of the Company and no Affiliate of the Company owns or
otherwise has any rights to or interests in any asset, tangible or intangible,
which is used in the conduct of the Company's business.

                  (t) NO ILLEGAL PAYMENTS. In connection with the conduct of the
Company's business, none of the Company nor any of their directors or officers
nor, to the Company's Knowledge, any of their employees or agents, has (x)
directly or indirectly given or agreed to give any illegal gift, contribution,
payment or similar benefit to any supplier, customer, governmental official or
employee or other person who was, is or may be in a position to help or hinder
the Company (or assist in connection with any actual or proposed transaction) or
made or agreed to make any illegal contribution, or reimbursed any illegal
political gift or contribution made by any other person, to any candidate for
federal, state, local or foreign public office (i) which might subject the
Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding or (ii) the non-continuation of which has had or might
have a Material Adverse Effect or (y) established or maintained any unrecorded
fund or asset or made any false entries on any books or records for any purpose.

                  (u) DISCLOSURE. The representations and warranties contained
in this Section 3 (including any schedules and exhibits required to be delivered
by the Company to the Purchasers pursuant to this Agreement) and any certificate
furnished or to be furnished by the Company to the Purchasers do not contain and
on the date of the Closing will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements and information contained in this Section 3 not misleading.

                  4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. Each of the
Purchasers severally but not jointly hereby represents and warrants to the
Company as follows:

         (a) DUE INCORPORATION. Each Purchaser that is not an individual is duly
organized or duly formed, validly existing and in good standing under the laws
of its jurisdiction of organization, with all requisite power and authority to
own, lease and operate its properties and to carry on its business as they are
now being owned, leased, operated and conducted.

         (b) DUE AUTHORIZATION. Each Purchaser that is not an individual has
full power and authority to enter into this Agreement and the Registration
Rights Agreement and to consummate the transactions contemplated hereby and
thereby. The execution, delivery and performance by such Purchaser of this
Agreement and the Registration Rights Agreement have been duly and validly
approved by its governing body empowered to authorize the transactions
contemplated

                                      -9-



by this Agreement and the Registration Rights Agreement and no other actions or
proceedings on the part of such Purchaser are necessary to authorize this
Agreement, the Registration Rights Agreement and the transactions contemplated
hereby and thereby.

         (c) DUE EXECUTION; BINDING EFFECT. Such Purchaser has validly executed
and delivered this Agreement and has duly and validly executed and delivered (or
prior to or at the Closing will duly and validly execute and deliver) the
Registration Rights Agreement. This Agreement constitutes legal, valid and
binding obligations of such Purchaser and such Purchaser's Related Agreements
upon execution and delivery by such Purchaser (as applicable) will constitute
legal, valid and binding obligations of such Purchaser, in each case,
enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which affect the enforcement of
creditors' rights generally and by equitable limitations on the availability of
specific remedies.

         (d) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by such Purchaser of this Agreement and the
Registration Rights Agreement and the consummation by such Purchaser of the
transactions contemplated hereby and thereby.

                  (ii) The execution, delivery and performance by such Purchaser
of this Agreement and the Registration Rights Agreement do not and will not (1)
violate any Law applicable to such Purchaser; (2) violate or conflict with,
result in a breach or termination of, constitute a default or give any third
party any additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets or
properties of such Purchaser under, or result in or constitute a circumstance
which, with or without notice or lapse of time or both, would constitute any of
the foregoing under, any contract to which Purchaser is a party or by which such
Purchaser or any of its assets or properties are bound; (3) permit the
acceleration of the maturity of any indebtedness of such Purchaser or
indebtedness secured by its assets or properties; or (4) for each Purchaser that
is not an individual, violate or conflict with any provision of such Purchaser's
organizational documents.

         (e) BROKERS. No broker, lender or investment banker is entitled to any
brokerage, lender's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based on arrangements made by or
on behalf of such Purchaser.

         (f) PURCHASE FOR INVESTMENT. Such Purchaser is purchasing the Shares
hereunder for investment without any intent of the distribution thereof within
the meaning of the Securities Act.

         (g) ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
within the meaning of Regulation 501(a) under the Securities Act and is able to
bear the economic risk of acquisition of the Shares, can afford to sustain a
total loss on such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the

                                      -10-



merits and risk of the proposed investment. Such Purchaser has been furnished
the opportunity to ask questions of and receive answers from representatives of
the Company concerning the business and financial affairs of the Company.

                  5. COVENANTS.

         (a) FINANCIAL INFORMATION. 1. As soon as practicable after the end of
each fiscal year of the Company, and in any event within 120 days thereafter,
upon the request of such Purchaser, the Company shall furnish to each Purchaser
that holds (together with its Affiliates) at least 500,000 Shares, an audited
balance sheet and income statement of the Company (the "FINANCIAL INFORMATION")
as at the end of such fiscal year, prepared in accordance with GAAP consistently
applied.

                  (2) As soon as practicable after the end of the first, second
and third quarterly accounting periods in each fiscal year of the Company, and
in any event within 60 days thereafter, upon the request of such Purchaser, the
Company shall furnish to each Purchaser that holds (together with its
Affiliates) at least 500,000 Shares, unaudited Financial Information for such
period and for such fiscal year to date, prepared in accordance with GAAP
consistently applied, subject to changes resulting from normal year-end audit
adjustments, and except that such Financial Information need not contain the
notes required by GAAP.

                  (3) Each Purchaser acknowledges that any information obtained
by such Purchaser pursuant to this Section 5(a) that may be proprietary to the
Company or otherwise confidential shall not be disclosed (other than as required
by law or by Section 5(b)) without the prior written consent of the Company.
Each Purchaser further acknowledges and understands that any information so
obtained that may be considered "inside" non-public information shall not be
utilized by such Purchaser in connection with purchases and/or sales of the
Company's securities except in compliance with applicable state and federal
antifraud statutes. The Company may exclude a Purchaser from the distribution of
the information to be delivered pursuant hereto if the Board of Directors
determines in good faith upon advice of counsel that such exclusion is
reasonably necessary to preserve attorney-client privilege or to protect other
similar confidential information. The rights and obligations of the parties
pursuant to this Section 5(a) shall terminate upon the closing of an Initial
Public Offering.

         (b) BOARD OBSERVER. So long as Putnam holds at least 2,000,000 Shares,
Putnam shall be entitled to designate one non-voting observer (the "NON-VOTING
OBSERVER") to attend (but not vote at) all meetings of the Board of Directors
and all committees thereof. The Non-Voting Observer shall have the same access
to information concerning the business and operations of the Company and at the
same time as the directors of the Company, except for such information that the
Company reasonably determines it cannot distribute for confidentiality reasons,
and shall be entitled to ask questions of the Board of Directors, but shall not
be entitled to vote. Putnam's right to nominate the Non-Voting Observer and all
rights of the Putnam Non-Voting Observer shall terminate upon the earlier of (a)
written notice of termination by Putnam to the Company or (b) the date the
Company requests the Commission to accelerate the effectiveness of the Company's
registration statement relating to the Initial Public Offering. The rights of
any other Purchasers, including the rights to have access to the books and
records of the Company and other information as provided above, shall terminate
as of the date of the Company's final

                                      -11-



prospectus relating to the Initial Public Offering. Subject to any other
agreement between the parties, Putnam and any other Purchaser that receives
information agrees that the information provided by the Company, officers,
directors and employees pursuant to Section 5(a) and Section 5(b) will be used
solely for the purpose of evaluating such Purchaser's investment in the Shares
and the Conversion Shares, as applicable, and that such information will be kept
strictly confidential by such Purchaser; PROVIDED that the foregoing obligation
of such Purchaser shall not (a) relate to any information that (i) is or becomes
generally available other than as a result of unauthorized disclosure by such
Purchaser or by persons to whom such Purchaser has made such information
available, (ii) is already in such Purchaser's possession, provided that such
information is not subject to another confidentiality agreement with or other
obligation of secrecy to the Company or (iii) is or becomes available to such
Purchaser on a non-confidential basis from a third party that is not, to such
Purchaser's knowledge, bound by any other confidentiality agreement with the
Company or its subsidiaries, or (b) prohibit disclosure of any information if
required by Law or the rules of any stock exchange. Putnam and each other
Purchaser hereby acknowledges that it is aware that the United States securities
laws prohibit any person who has received from an issuer or any Affiliate
thereof any material, non-public information from purchasing or selling
securities of such issuer or from communicating such information to any other
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.

         (c) AMENDED CERTIFICATE. The Company shall, prior to the Closing, cause
the Amended Certificate to be filed with the Secretary of State of the State of
Delaware.

         (d) COOPERATION. Each of the Purchasers and the Company agrees to use
its reasonable best efforts to take, or cause to be taken, all such further
actions as shall be necessary to make effective and consummate the transactions
contemplated by this Agreement.

         (e) RESERVE SHARES. The Company will at all times reserve and keep
available, solely for issuance and delivery upon conversion of the Shares, the
number of shares of common stock from time to time issuable upon conversion of
all Shares at the time outstanding (the "CONVERSION SHARES"). All Conversion
Shares shall be duly authorized and, when issued upon such conversion in
accordance with the Amended Certificate, shall be validly issued, fully paid and
nonassessable.

         (f) RESTRICTIONS ON TRANSFER. The Purchasers will not, prior to the
earlier of (a) December 31, 2004 or (b) the time of the closing of the Initial
Public Offering, sell, transfer, assign, convey, gift, mortgage, pledge,
encumber, hypothecate, or otherwise dispose of, directly or indirectly,
("TRANSFER") any of the Shares or any Conversion Shares except for (i) Transfers
between and among the Purchasers and their Affiliates provided such Transfer is
in accordance with the transfer restrictions applicable to the Shares or the
Conversion Shares under federal and state securities laws and the Affiliate
transferee agrees to be bound by the restrictions applicable to such Shares or
Conversion Shares, including without limitation the agreements set forth in this
Section 5(f), and (ii) Transfers (x) pursuant to a bona fide tender or exchange
offer made pursuant to a merger or other agreement approved by the Board of
Directors to acquire securities of the Company, (y) pursuant to any cash merger,
or other business combination transaction to which the Company is a party or
involved in which the common stock of the Company's stockholders is exchanged
for cash upon consummation of such merger or other business

                                      -12-



combination or (z) agreed to in writing by the Company. Notwithstanding any
other provision of this Section 5(f), no Purchaser shall avoid the provisions of
this Section 5(f) by making one or more transfers to one or more Affiliates and
then disposing of all or any portion of such Purchaser's interest in any such
Affiliate.

         (g) PREEMPTIVE RIGHT. If at any time the Company desires to issue or
sell any shares of its capital stock or securities convertible, exercisable or
exchangeable for the Company's capital stock (other than Non-Preemptive Shares)
(the "ADDITIONAL SHARES") to any Person, the Company shall give a written notice
(the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of
the sale of such Additional Shares and the quantity of Additional Shares to be
issued, the proposed issuance date and the price at which such Additional Shares
shall be issued. Each of the Purchasers shall have the option to purchase the
number of Additional Shares necessary to maintain such Purchaser's percentage of
issued and outstanding shares of the Company at the time of the Issuance Notice,
which option may be exercised by giving written notice to the Company (the
"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an
agreement to purchase all or any portion of the Additional Shares to which such
Purchaser is entitled to purchase. Failure by a Purchaser to give the Response
Notice to the Company within such 14-day period shall be deemed to be a
rejection of such option. For a period of 180 days after any Issuance Notice,
the Company shall have the right to issue or sell to any Person (a "THIRD PARTY
BUYER") up to the number of Additional Shares specified in the Issuance Notice
less the number of Additional Shares subscribed for pursuant to duly tendered
Response Notices at the same price and on other terms not materially less
favorable to the Company than as specified in the Issuance Notice. At the time
of the closing of the sale of the Additional Shares to one or more Third Party
Buyers, the Company shall sell to such Purchaser and such Purchaser shall
purchase the Additional Shares that such Purchaser agreed to purchase in the
Response Notice, at the price and on the terms set forth in the Issuance Notice.
If at the end of the 180th day following any Issuance Notice, the Company has
not completed the issuance described in the Issuance Notice, each Purchaser that
has provided a Response Notice shall be released from its obligations
thereunder. If the Company desires to issue or sell Additional Shares, (i) after
such 180-day period, (ii) except in connection with an Initial Public Offering,
on terms materially less favorable to the Company than as specified in the
Issuance Notice, (iii) except in connection with an Initial Public Offering, at
a price less than the price specified in the Issuance Notice or (iv) except in
connection with an Initial Public Offering, in a quantity greater than as
specified in the Issuance Notice, the Company must again comply with this
Section 5(g). If the Company desires to take any of the actions set forth in
clauses (ii), (iii) or (iv) of the prior sentence in connection with an Initial
Public Offering, each Purchaser, at its option, shall be released from its
obligations under its Response Notice. The rights and obligations of the parties
pursuant to this Section 5(g) shall terminate upon the closing of an Initial
Public Offering.

         (h) COMPLIANCE WITH SECURITIES LAWS. Such Purchaser understands that
the Shares and the Conversion Shares will not be registered under the Securities
Act or applicable state securities laws and agrees not to sell, pledge or
otherwise transfer any of the Shares and Conversion Shares in the absence of
such registration or an opinion of counsel reasonably satisfactory to the
Company that such registration is not required, except that the requirement of a
legal opinion will not apply to transfers by Putnam to any of its Affiliates.
Except as set forth

                                      -13-



in the Registration Rights Agreement, such Purchaser acknowledges that the
Company is not required to register the Shares or the Conversion Shares.

                  6. CONDITIONS.

         (a) CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the
Purchasers to consummate the transactions contemplated hereby shall be subject
to the satisfaction or waiver at or prior to the Closing of each of the
following conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) The Company shall have performed, satisfied and complied
in all material respects with all of its covenants and agreements set forth in
this Agreement to be performed, satisfied and complied with prior to or at the
Closing;

                  (iii) The representations and warranties of the Company in
Section 3 shall be true and correct in all material respects as of the date of
Closing;

                  (iv) The Company shall have executed and delivered to each of
the Purchasers the Registration Rights Agreement;

                  (v) The Company shall have obtained sufficient waivers of
pre-emptive rights from all holders of capital stock who possess such rights so
as to allow the consummation of the transactions contemplated by this Agreement.

                  (vi) The Amended Certificate shall have been duly filed with
the Secretary of State of the State of Delaware in accordance with the laws of
the State of Delaware and the Amended Certificate shall be in full force and
effect;

                  (vii) Mayer, Brown, Rowe & Maw shall have delivered an opinion
in form and substance reasonably satisfactory to Purchasers;

                  (viii) The Company shall have delivered a good standing
certificate for the Company (or a copy thereof) to each of the Purchasers;

                  (ix) The Company shall have received all consents,
authorizations, and approvals necessary to complete the transactions
contemplated hereby, including, without limitation, the Required Consents.

                  (x) The Company shall have delivered to each Purchaser a
certificate of the Company, dated the date of the Closing and executed by the
Chief Executive Officer of the Company, certifying as to the fulfillment of the
conditions specified in Sections 6(a)(ii), (iii), (vi), (xii) and (xiii) of this
Agreement;

                  (xi) The Company shall have delivered to each Purchaser a
certificate of the Company, dated the date of the Closing and executed by the
Secretary of the Company,

                                      -14-



certifying: (a) the corporate proceedings taken by the Company's Board of
Directors and, if required, stockholders approving this Agreement and the
Registration Rights Agreement and the transactions contemplated hereby and
thereby; (b) the Amended Certificate; and (c) the By-laws of the Company;

                  (xii) No claim, action, cause of action, suit, litigation,
arbitration, investigation, hearing, charge, complaint, demand, notice or
proceeding to, from, by or before any Governmental Authority shall be pending or
threatened wherein an unfavorable injunction, judgment, order, decree, ruling,
or charge would (i) prevent consummation of any of the transactions contemplated
by the Agreement or (ii) cause any of the transactions contemplated by the
Agreement to be rescinded following consummation (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect); and

                  (xiii) There shall not have occurred any event, circumstances,
condition, fact, effect, or other matter which has had or would reasonably be
expected to have a Material Adverse Effect.

         (b) CONDITIONS TO OBLIGATIONS OF THE COMPANY.  The obligations of the
Company to consummate the transactions contemplated hereby shall be subject to
the satisfaction or waiver at or prior to the Closing of each of the following
conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) Each of the Purchasers shall have executed and delivered
to the Company the Registration Rights Agreement;

                  (iii) The representations and warranties of the Purchasers in
Section 4 shall be true and correct in all material respects as of the date of
Closing;

                  (iv) The Company shall have received the Required Consents;
and

                  (v) The Purchasers shall have performed, satisfied and
complied in all material respects with all of their covenants and agreements set
forth in this Agreement to be performed, satisfied and complied with prior to or
at the Closing Date.

                  7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the parties contained in this
Agreement shall expire on the 18-month anniversary of the Closing, except for
those representations and warranties contained in Sections 3(a) through 3(d)
which shall expire on the later of (i) the 18-month anniversary of the Closing
or (ii) the closing of an Initial Public Offering. After the expiration of such
period, any claim by a party based upon any such representation or warranty
shall be of no further force and effect, except to the extent a party has given
notice to the other party of a claim for breach of any such representation or
warranty prior to the expiration of such period, in which event any
representation or warranty to which such claim relates shall survive with
respect to such claim until such claim is resolved. The covenants and agreements
of the parties hereto

                                      -15-



contained in this Agreement shall survive the Closing until performed in
accordance with their terms.

                  8. RESTRICTIVE LEGENDS. Each certificate representing any
Shares or Conversion Shares shall bear legends in substantially the following
form:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO
         THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET
         FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO
         ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER
         DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND
         WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING
         RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF
         EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS
         THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF
         DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS,
         PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES
         OF SECURITIES OF THE COMPANY.

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER
         ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE
         HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND
         NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
         THEREOF WITHIN THE MEANING OF THE 1933 ACT. THE SHARES MAY NOT BE SOLD,
         PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS
         EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR ANY APPLICABLE STATE
         SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
         IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
         STATE SECURITIES LAWS.

         THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
         SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
         THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF FEBRUARY 14, 2002, A
         COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S
         OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY
         OF THE COMPANY.

                  9. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This
Agreement shall bind and inure to the benefit of the Company and the Purchasers
and the respective successors, permitted assigns, heirs and personal
representatives of the Company and the Purchasers;

                                      -16-



PROVIDED that the Company may not assign its rights or obligations under this
Agreement to any Person without the prior written consent of the Purchasers, and
PROVIDED FURTHER that the Purchasers may not assign their rights or obligations
under this Agreement to any Person (other than an Affiliate) without the prior
written consent of the Company. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
person.

                  10. NOTICES. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a notice) required or desired
to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five days after having been mailed by certified or
registered United States mail, postage prepaid, return receipt requested, or
(iv) the next business day after having been sent by a nationally recognized
overnight mail or courier service, receipt requested. Notices shall be addressed
as set forth below:

         If to Putnam:

                  Putnam Investment Management, LLC
                  Two Liberty Square
                  Boston, MA  02109
                  Attn:  John Verani
                  Facsimile:  (617) 292-1625

         with a copy to:

                  Ropes & Gray
                  One International Place
                  Boston, MA  02110
                  Attn:  Robert L. Nutt, Esq.
                  Facsimile:  (617) 951-7050

         If to any of the other Purchasers, at the address set forth under his
         name on SCHEDULE A.

         If to the Company:

                  CommVault Systems, Inc.
                  2 Crescent Place
                  Oceanport, New Jersey 07757
                  Attn:  N. Robert Hammer
                  Facsimile:  (732) 870-4514

         With a copy to:

                  Mayer, Brown, Rowe & Maw
                  190 S. LaSalle Street
                  Chicago, Illinois 60603

                                      -17-



                  Attention: Philip J. Niehoff
                  Facsimile: (312) 701-7711

                  11. FURTHER ASSURANCES. At any time or from time to time after
the Closing, the Company, on the one hand, and the Purchasers, on the other
hand, agree to cooperate with each other, and at the request of the other party,
to execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby and to
otherwise carry out the intent of the parties hereunder.

                  12. PUBLIC DISCLOSURE. Except as required by Law or the rules
of any stock exchange (in which case the Company shall give Putnam notice at
least 24 hours prior to any public announcement containing its name), no public
announcement or other publicity regarding the transactions referred to herein
shall be made by any of the Purchasers or the Company or any of their respective
Affiliates, officers, directors, employees, representatives or agents, without
the prior written agreement of the Purchasers and Company, in any case, as to
form, content, timing and manner of distribution or publication; PROVIDED,
HOWEVER, that nothing in this Section shall prevent such parties from (i)
discussing such transactions with those Persons whose approval, agreement or
opinion, as the case may be, is required for consummation or subsequent review
of such particular transaction or transactions or (ii) disclosing such
information about such transactions in a registration statement or prospectus in
connection with the Initial Public Offering or (iii) if the disclosing party is
a Purchaser, disclosing such Purchaser's investment herein provided that such
disclosure does not mention any other Purchaser by name and is approved by the
Company in writing. Each of the parties acknowledge and agree that there would
be no adequate remedy at Law if it fails to perform its obligations under this
Section 12 and accordingly agrees that each of the other parties, in addition to
any other remedy to which it may be entitled at Law or in equity, shall be
entitled to compel specific performance of the obligations of the first party
under this Section 12.

                  13. WAIVER AND AMENDMENT. With the written consent of the
Company and the record holders of 66 2/3% of the Conversion Shares, (i) the
obligations of the Company under this Agreement and the rights of the holders of
the Conversion Shares under this Agreement may be waived (either generally or in
a particular instance, either retroactively or prospectively, and either for a
specified period of time or indefinitely) or (ii) this Agreement may be amended,
changed, discharged or terminated. Notwithstanding the foregoing, (i) if any
waiver of any right or rights granted to a Purchaser under this Agreement would
uniquely affect such Purchaser, then such waiver may be approved or granted by
such Purchaser without the consent or approval of any other Purchaser and (ii)
if any waiver or amendment of any right or rights granted to a Purchaser under
this Agreement would adversely affect only a given Purchaser, then such
amendment or waiver may not be effected without the consent or approval of such
affected Purchaser. Neither this Agreement nor any provisions hereof may be
amended, changed, waived, discharged or terminated orally, but only by a signed
statement in writing.

                  14. ENTIRE AGREEMENT. This Agreement and the Registration
Rights Agreement constitute the entire agreement, and supersede all other prior
agreements and understandings, both written and oral, among the parties hereto
and their affiliates with respect to the matters set forth herein.

                                      -18-



                  15. SEVERABILITY. If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

                  16. CAPTIONS. The Section references herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

                  17. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.

                  18. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.

                  19. WAIVER OF JURY TRIAL. THE COMPANY AND THE PURCHASERS
HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                  20. FEES AND EXPENSES. All legal fees and expenses incurred by
Ropes & Gray on behalf of Putnam in connection with the negotiation and drafting
of this Agreement and the transactions contemplated thereby shall be paid by the
Company, up to a total of $40,000. All other costs shall be borne by the party
incurring such cost or expense.

                  21. JOINT PARTICIPATION IN DRAFTING. Each party to this
Agreement has participated in the negotiation and drafting of this Agreement. As
such, the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party to this Agreement.

                  22. MASSACHUSETTS BUSINESS TRUSTS. A copy of the Agreement and
Declaration of Trust of each Putnam fund or series investment company (each a
"FUND") that is a Massachusetts business trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
Agreement is executed on behalf of the Trustees of the relevant Fund as Trustees
and not individually and that the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Fund individually but
are binding only upon the assets and property of such Fund.

                                     * * * *

                                      -19-



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.

                            COMMVAULT SYSTEMS, INC.

                            By: /S/ N. ROBERT HAMMER
                                ------------------------------------------------
                            Name: N. ROBERT HAMMER
                                  ----------------------------------------------
                            Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
                                   ---------------------------------------------



                                                              PURCHASE AGREEMENT


                            PUTNAM OTC AND EMERGING GROWTH FUND
                            PUTNAM FUNDS TRUST-PUTNAM TECHNOLOGY FUND
                            By Putnam Investment Management, LLC

                            By: /S/ JOHN R. VERANI
                                ------------------------------------------------
                            Name: JOHN R. VERANI
                                  ----------------------------------------------
                            Title: SENIOR VICE PRESIDENT
                                   ---------------------------------------------

                            TH LEE, PUTNAM INVESTMENT TRUST -
                            TH LEE, PUTNAM EMERGING OPPORTUNITIES PORTFOLIO
                            By TH Lee, Putnam Capital Management, LLC

                            By: /S/ JOHN R. VERANI
                                ------------------------------------------------
                            Name: JOHN R. VERANI
                                  ----------------------------------------------
                            Title: SENIOR VICE PRESIDENT
                                   ---------------------------------------------



                                                              PURCHASE AGREEMENT


                            EMC INVESTMENT CORPORATION

                            By:/S/ ILLEGIBLE
                                ------------------------------------------------
                            Name:
                                ------------------------------------------------
                            Title:
                                 -----------------------------------------------
                            35 Parkwood Drive
                            Hopkinton, MA  01748
                            Attn: Office of the General Counsel
                            Fax: (508) 497-6915



                                                              PURCHASE AGREEMENT


                            VAN WAGONER CROSSOVER FUNDS, L.P.

                            By:/S/ WILLIAM X. MINOR
                               -------------------------------------------------
                            Name: WILLIAM X. MINOR
                                  ----------------------------------------------
                            Title: VAN WAGONER CAPITAL MANAGEMENT LLC GENERAL
                                   PARTNER
                                   ---------------------------------------------
                            345 California Street
                            Suite 2450
                            San Francisco, CA 94104
                            Facsimile: (415) 835-5050

                            VAN WAGONER PRIVATE OPPORTUNITIES FUND, L.P.

                            By:/S/ WILLIAM X. MINOR
                               -------------------------------------------------
                            Name: WILLIAM X. MINOR
                                  ----------------------------------------------
                            Title: VAN WAGONER CAPITAL MANAGEMENT LLC GENERAL
                                   PARTNER
                                   ---------------------------------------------
                            345 California Street
                            Suite 2450
                            San Francisco, CA 94104
                            Facsimile: (415) 835-5050



                                                              PURCHASE AGREEMENT


                            DRW VENTURE PARTNERS LP

                            By:  RBC Dain Rauscher Corporation, its
                            General Partner

                            By:/S/ MARY ZIMMER
                               -------------------------------------------------
                            Name: MARY ZIMMER
                                  ----------------------------------------------
                            Title: DIRECTOR OF FINANCE AND ADMINISTRATION,
                                   RBC CMS
                                   ---------------------------------------------
                            60 South 6th Street
                            Minneapolis, MN 55402
                            Attn: Mary Zimmer MS 54N2
                            Facsimile: (612) 373-1610



                                                              PURCHASE AGREEMENT


                            WHEATLEY PARTNERS III, L.P.

                            By:  Wheatley Partners III LLC, its
                            General Partner

                            By:/S/ IRWIN LIEBER
                               -------------------------------------------------
                            Name: IRWIN LIEBER
                                ------------------------------------------------
                            Title: PRESIDEN
                                  ----------------------------------------------
                            80 Cuttermill Road, Suite 311
                            Great Neck, NY 11021
                            copy to:
                            825 Third Avenue, 32nd Floor
                            New York, NY 10022
                            Attn:  Lawrence Wagenberg
                            Facsimile:  (   )


                            WHEATLEY ASSOCIATES III, L.P.

                            By:  Wheatley Partners III LLC, its
                            General Partner

                            By:/S/ IRWIN LIEBER
                               -------------------------------------------------
                            Name: IRWIN LIEBER
                                 -----------------------------------------------
                            Title: PRESIDENT
                                  ----------------------------------------------
                            Same address as above


                            WHEATLEY FOREIGN PARTNERS III, L.P.

                            By:  Wheatley Partners III LLC, its
                            General Partner

                            By:/S/ IRWIN LIEBER
                               -------------------------------------------------
                            Name: IRWIN LIEBER
                                 -----------------------------------------------
                            Title: PRESIDENT
                                   ---------------------------------------------
                            Same address as above



                                                              PURCHASE AGREEMENT


                            UBS CAPITAL AMERICAS II, LLC

                            By:  UBS Capital Americas, LLC, as advisor

                            By:/S/ ILLEGIBLE
                               -------------------------------------------------
                            Name:
                                 -----------------------------------------------
                            Title:
                                  ----------------------------------------------

                            By:/S/ MARC UNGER
                               -------------------------------------------------
                            Name: MARC UNGER
                                 -----------------------------------------------
                            Title: CHIEF FINANCIAL OFFICER
                                   ---------------------------------------------
                            299 Park Avenue, 34th Floor
                            New York, NY 10171
                            Fax:  (212) 821-6333



                                                              PURCHASE AGREEMENT


                            AMAN VENTURES

                            By:/S/ WILLIAM J. BELL
                               -------------------------------------------------
                            Name: WILLIAM J. BELL
                                  ----------------------------------------------
                            Title: MANAGING PARTNER
                                  ----------------------------------------------
                            1500 Owl Creek Ranch Road
                            Aspen, CO  81611
                            Fax:  (970) 923-8855



                                                              PURCHASE AGREEMENT


                            /S/ BILL RUSHER
                            ----------------------------------------------------
                            Bill Rusher
                            142 Sansome Street, 5th Floor
                            San Francisco, CA 94104
                            Fax:415-397-2842


                            /S/ FRANK JUSKA
                            ----------------------------------------------------
                            Frank Juska
                            142 Sansome Street, 5th Floor
                            San Francisco, CA 94104
                            Fax

                            /S/ MARC FRANCIS
                            ----------------------------------------------------
                            Mark Francis
                            765 Park Avenue
                            New York, NY  10021
                            Fax:  212-816-2176



                                                              PURCHASE AGREEMENT


                            HFI PRIVATE EQUITY LTD.

                            By: /S/ T. BOGGESS
                                ------------------------------------------------
                            Name: T. BOGGESS
                                  ----------------------------------------------
                            Title: ALTERNATE DIRECTOR
                                   ---------------------------------------------


                            By: /S/ DAVID W.J. ATWOOD
                                ------------------------------------------------
                            Name: DAVID W.J. ATWOOD
                                  ----------------------------------------------
                            Title: ALTERNATE DIRECTOR
                                   ---------------------------------------------
                            Clarenden House
                            2 Church Street
                            Hamilton HM CX
                            Bermuda



                                                              PURCHASE AGREEMENT


                                   SCHEDULE A

                                   PURCHASERS


NAME AND ADDRESS OF PURCHASER                      NUMBER OF SHARES         PRICE
- -----------------------------                      ----------------         -----
                                                                   
Putnam OTC and Emerging Growth Fund                     1,277,547        $ 3,999,999.66
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

TH Lee, Putnam Investment Trust                         1,916,321        $ 6,000,001.05
TH Lee, Putnam Emerging Opportunities Portfolio
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

Putnam Funds Trust - Putnam Technology Fund               319,387        $ 1,000,000.70
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

Van Wagoner Private Opportunities Fund, L.P.              638,774        $ 2,000,001.39
345 California Street
Suite 2450
San Francisco, CA 94104

Van Wagoner Crossover Fund, L.P.                          638,774        $ 2,000,001.39
345 California Street
Suite 2450
San Francisco, CA 94104

Wheatley Partners III                                     446,162        $ 1,396,933.22
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
copy to:
825 Third Avenue, 32nd Floor
New York, NY 10022
Attn:  Lawrence Wagenberg

Wheatley Associates III                                    95,860        $   300,137.66
address same as above




                                                              PURCHASE AGREEMENT
                                      A-1





NAME AND ADDRESS OF PURCHASER                      NUMBER OF SHARES         PRICE
- -----------------------------                      ----------------         -----
                                                                   
Wheatley Foreign Partners III                              96,752        $   302,930.51
address same as above

UBS Capital Americas II, LLC                              638,774        $ 2,000,001.39
299 Park Avenue, 34th Floor
New York, NY 10171

HFI Private Equity Ltd                                    373,106        $ 1,168,194.89
Clarenden House, 2 Church Street
Hamilton HM CX
Bermuda

Aman Ventures                                             245,352        $   768,197.11
1500 Owl Creek Ranch Road
Aspen, CO  81611

Mark Francis                                                6,388        $    20,000.83
765 Park Avenue
New York, NY  10021

EMC Investment Corporation                                638,774        $ 2,000,001.39
35 Parkwood Drive
Hopkinton, MA  01748

DRW Ventures                                                7,128        $    22,317.77
60 South 6th Street
Minneapolis, MN 55402

Bill Rusher                                                 1,003        $     3,140.39
142 Sansome Street, 5th Floor
San Francisco, CA 94104

Frank Juska                                                 1,003        $     3,140.39
142 Sansome Street, 5th Floor
San Francisco, CA 94104

TOTAL SERIES CC                                         7,341,105        $22,984,999.76





                                                              PURCHASE AGREEMENT
                                      A-2



                                   SCHEDULE B

                                  SUBSIDIARIES

CommVault Systems (Canada) Inc., a Canadian corporation
CommVault Systems Mexico S de RL de CV, a Mexican company
CommVault Holding Company BV, a Netherlands company
CommVault Systems Netherlands BV, a Netherlands company


                                                              PURCHASE AGREEMENT
                                      B-1


                                   SCHEDULE C

         1. Employment Agreement, dated as of January 20, 1999 and amended as of
May 3, 2001, between the Company and N. Robert Hammer, under which Mr. Hammer
has received options to purchase 5,622,400 shares of common stock.

         2. Corporate Change of Control Agreements, between the Company and (i)
Louis Miceli, (ii) Brian McAteer, (iii) Larry Cormier, (iv) Al Bunte; (v) David
West; (vi) Bernardus Veldhoen and (vii) William Beattie.

         3. Stock Plan dated as of May 22, 1996, pursuant to which the Company
is authorized to issue options to purchase 12,950,000 shares of its common stock
of which 12,157,406 shares have been granted.

         4. The Company entered into an agreement with Northern Concepts
Incorporated ("NCI"), dated as of May 2000 pursuant to which 285,000 shares of
the Company's common stock was issued in consideration for the acquisition of
the business of NCI by the Company.

         5.Preferred Stockholders have (i) conversion rights, pursuant to the
Amended Certificate, and (ii) preemptive rights pursuant to (a) the
Stockholders' Agreement; (b) the Series AA Purchase Agreement and (c) the Series
BB Purchase Agreement.

         6. A Warrant to purchase up to 2,616,933 shares of common stock was
issued to Microsoft Corporation in connection with the Series AA Purchase
Agreement.

         7. A Warrant to purchase up to 4,464,536 shares of common stock was
issued to EMC Investment Corporation in connection with the Series BB Purchase
Agreement.


                                                              PURCHASE AGREEMENT
                                      C-1



                                   SCHEDULE D

                         CORPORATE COMPLIANCE AGREEMENT
              EMPLOYEE INVENTION, CONFIDENTIALITY, NON-COMPETITION,
                      NON-SOLICITATION AND ETHICS AGREEMENT

         THIS AGREEMENT is made between me, the undersigned, and CommVault
Systems, Inc. and on behalf of CommVault Systems, Inc. and its affiliated
companies as they exist from time to time (hereafter referred to collectively as
"CommVault"), and in consideration of my employment by CommVault and in
consideration for the compensation to be paid to me in connection with this
employment:

         1. DUTIES. I shall render faithful and efficient services to CommVault
and perform exclusively for CommVault such duties as may be designated by
CommVault from time to time, which may include the functions of inventing,
discovering and developing new and novel devices, methods, and principles
relating to the business, research, and development of CommVault.

         2. DISCLOSURE OF INVENTIONS. I shall promptly disclose to CommVault in
writing all inventions (including, but not limited to, new contributions,
concepts, ideas, developments, discoveries, processes, formulas, methods,
compositions, techniques, articles, machines, and improvements), all original
works of authorship and all related know-how ("Inventions"), whether or not
patentable, copyrightable or protectable as trade secrets, conceived or made by
me, alone or with others, during the period of my employment with CommVault and,
in the case of clauses (b) and (c) below, during the period of my employment by
CommVault and at any time after I cease to be employed by CommVault for whatever
reason, which (a) relate in any manner to the actual or anticipated business,
research, or development of CommVault, (b) are developed using equipment,
supplies, facilities, trade secret or confidential information of CommVault, or
(c) result from work performed by me or work supervised by me for CommVault.

         3. ASSIGNMENT OF INVENTIONS. I shall assign and do hereby assign to
CommVault my entire rights to each Invention described in SECTION 2 hereof. As
requested by CommVault, I will take all steps reasonably necessary to assist
CommVault in obtaining and enforcing any patent, copyright, or other protection
which CommVault elects to obtain or enforce, in any country, for the Inventions
which I assign to CommVault. I will take no action to jeopardize CommVault's
ability to obtain or enforce its rights in such Inventions. My obligation to
assist CommVault in obtaining and enforcing patents, copyrights, and other
protections shall continue beyond the termination of my employment by CommVault
for whatever reason, but CommVault shall compensate me at a reasonable rate
after the termination of my employment for time actually spent at CommVault's
request providing such assistance. If CommVault is unable, after reasonable
effort, to secure my signature on any document needed to apply for, prosecute,
or enforce any patent, copyright, or other protection in relation to an
Invention, whether because of my physical or mental incapacity or for any other
reason


                                                              PURCHASE AGREEMENT
                                      C-2



whatsoever, I hereby irrevocably designate and appoint CommVault and its duly
authorized officers and agents as my agent and attorney-in-fact, to act for and
in my behalf and stead to execute and file any such document and to do all other
lawfully permitted acts to further the prosecution and enforcement of patents,
copyrights, or similar protections with the same legal force and effect as if
executed by me.

         4. COMMVAULT CONFIDENTIAL INFORMATION. Because of my employment by
CommVault, I will have access to and will learn techniques, know-how, or other
information of a confidential nature concerning CommVault's experimental and
development work, trade secrets, procedures, business matters or affairs,
including, but not limited to, information relating to inventions, disclosures,
processes, systems, methods, formulas, patents, patent applications, machinery,
materials, research activities and plans, grant proposals, costs of production,
contract forms, prices, business plans, strategies, competitive strengths and
weaknesses, volume of sales, promotional methods, and lists of names or classes
of customers, as well as information of a confidential nature received from
CommVault's customers, joint ventures, collaborators, etc., and information
developed solely or jointly by me, included in connection with Inventions
("CommVault Confidential Information"). Information shall, for purposes of this
Agreement, be considered to be confidential if not known by the trade generally,
even though such information has been disclosed to one or more third parties
pursuant to distribution agreements, joint research agreements, other agreements
or collaborations entered into by CommVault.

         5. PROTECTION OF COMMVAULT CONFIDENTIAL INFORMATION. I shall at all
times use my best efforts and exercise utmost diligence to protect and guard
CommVault Confidential Information. I will not use CommVault Confidential
Information for personal gain or for any purpose outside of my employment by
CommVault or disclose any such information to any person or entity either during
or subsequent to my employment, without CommVault's prior written consent,
except to such an extent as may be necessary in the ordinary course of
performing my duties as an employee of CommVault.

         6. USE OF COMMVAULT CONFIDENTIAL INFORMATION. I shall not, for my own
account or as an officer, member, employee, consultant, representative, or
advisor of another, during my employment with CommVault or at any time
thereafter for any reason whatsoever, engage in or contribute my knowledge to
engineering, development, manufacture, research, business analysis or sales
relating to any product, equipment, process, or material that relates in any way
to the actual or anticipated business or research and development of CommVault,
without the written permission of CommVault. However, the foregoing provision
shall not prohibit me from engaging in any work at any time after leaving the
employ of CommVault, PROVIDED, that CommVault Confidential Information is not
involved in such work AND I am not in violation of any other term of this
Agreement or any other agreement entered into between me and CommVault. The
provisions of this SECTION 6 shall not be construed as limiting to any extent my
continuing obligations pursuant to the provisions in SECTION 5.


                                                              PURCHASE AGREEMENT
                                      C-3



         7. IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION. I shall not,
during my employment with CommVault, or at any time thereafter, improperly use
or disclose any proprietary information or trade secrets of any former or
current employer or other person or entity and I will not possess or bring onto
the premises of CommVault any such proprietary information without the prior
written consent of such employer, person or entity.

         8. OTHER RESTRICTIONS ON EMPLOYEE. I represent that there are no other
agreements or requirements to assign any invention or discovery conceived or
made by me, alone or with others, unless I have so indicated at the end of this
Agreement.

         9. DISCLOSURE IF INVENTIONS. I represent that I have listed and
described in detail at the end of this Agreement all inventions, if any,
patented and unpatented, which I conceived or made PRIOR to my employment by
CommVault. Any invention not so listed and described shall be presumed to have
been made during my employment by CommVault.

         10. RETURN OF COMMVAULT COMPANY INFORMATION. Upon termination of my
employment with CommVault for any reason, I shall disclose and provide to
CommVault all originals and all copies which are in my possession or under my
control, of all notes, memoranda, records, reports, drawings, blueprints, codes,
programs. Software, manuals, materials and data of any nature which are the
property of CommVault, which shall include, but not be limited to, every item in
my possession or under my control which contains any CommVault Confidential
Information.

         11. NON-COMPETITION AND NON-SOLICITATION. I acknowledge that because my
knowledge of the CommVault Confidential Information and the personal contacts
with the customers and employees of CommVault acquired by me during my
employment, CommVault would be irreparably damaged should I, in any manner or
form, enter into any form of competition with CommVault. I, therefore agree that
at all times during my employment and for a period of TWELVE (12) MONTHS
thereafter, I will not directly or indirectly, in any individual or
representative capacity, carry on, engage or participate in any business that is
in competition in any manner whatsoever with the business of CommVault, except
as expressly provided for in this Agreement, or as may hereafter be expressly
agreed to in writing by CommVault. Further, I agree to not directly or
indirectly hire, seek to hire, or refer for other employment any current
employee of CommVault nor will I, in any manner or capacity, directly or
indirectly: divert or attempt to divert from CommVault, through any means
whatsoever, any business or customers of CommVault, during the TWELVE (12) MONTH
period following my termination of employment. The phrase "carry on, engage or
participate in any business that is in competition in any manner whatsoever with
the business of CommVault" shall include, but not be limited to, the doing by
you or by any person, firm, corporation, association or other entity that
directly or indirectly, through one or more intermediaries, is controlled by, or
is under common control with, or controls you, of any of the following acts
other than as related to your services to CommVault pursuant to your employment
with CommVault: carrying on, engaging in or participating in any such business
as a principal, for your own account or solely, or jointly with others as a


                                                              PURCHASE AGREEMENT
                                      C-4



partner (general or limited), joint venturer, shareholder or holder of any
equity security of any other corporation or entity, or as a consultant,
contractor, or subcontractor or agent of or for any person, firm, corporation,
association, or other entity or through any agency or by any other means
whatsoever; or utilizing for your own benefit, or making available to any
person, firm, corporation, association or other entity, any confidential or
proprietary proposals, financial statements, governmental filings, cost data,
business plans or correspondence relating to such information, or other
CommVault Confidential Information. I acknowledge and agree that, in light of
the nature of the business of CommVault, the foregoing activity and time period
restrictions are reasonable and properly required for the adequate protection of
CommVault, and that, in the event any such activity or time period restriction
is deemed to be unreasonable or unenforceable by a court of competent
jurisdiction, then I agree to submit to the reduction of such activity or time
period restriction to the extent necessary to enable the court to enforce such
restrictions to the fullest extent permitted under applicable law. It is the
desire and intent of the parties that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies
applied by any jurisdiction where enforcement is sought.

         12. ETHICS. I understand and agree at all times to: (a) follow the
policies and guidelines of CommVault, as set forth by CommVault from time to
time; (b) represent CommVault in a professional manner exhibiting appropriate
behavior consistent with the highest ethical standards; (c) not make any
disparaging comment or statement (written or oral) about CommVault; (d) comply
with all applicable federal, state, and local laws, ordinances, regulations and
codes, including all Security and Exchange Commission laws and regulations; and,
(e) to apply for national security or other governmental clearance, if requested
by CommVault.

         13. GENERAL

         (a) I understand and agree that the restrictions of this Agreement are
limited only to those restrictions necessary for the adequate and legitimate
protection of CommVault. Each paragraph and subparagraph of this document is
separate from each other and constitutes a separate and distinctive covenant. In
the event any limitation hereunder is deemed to be unreasonable by a court of
competent jurisdiction, then I agree to submit to the reduction of such
limitation as the court shall deem reasonable. In the event that I am in
violation of any limitation herein, then the time limitation shall be extended
for a period of time equal to the period of time during which such breach should
occur.

         (b) I understand that nothing in this Agreement shall confer upon me
any right to continue in the employ of CommVault. I understand that the
restrictions contained in this Agreement shall survive the termination of my
employment with CommVault for any reason.

         (c) I certify that I have not entered into, and I agree to not enter
into any agreement, either written or oral, in conflict with this Agreement.


                                                              PURCHASE AGREEMENT
                                      C-5


         (d) I hereby authorize CommVault to notify others, including, without
limitation, customers of CommVault and my future employers, of the terms of this
Agreement and my responsibilities hereunder.

         (e) This Agreement shall be governed by the laws of the State of New
Jersey, without regard to New Jersey choice of law principles, and adjudicated
in the courts located in the State of New Jersey. Each paragraph and
subparagraph shall be independent and separable from all other paragraphs and
subparagraphs, and the invalidity of a paragraph and subparagraph shall not
affect the enforceability of any of the other paragraphs and subparagraphs. For
purposes of this Agreement, the business of CommVault shall include the business
of any corporation, firm, or partnership, directly or indirectly, controlled by,
controlling, or under common control with CommVault or any partner or joint
venturer of CommVault. For any violation of this Agreement, a restraining order
and/or an injunction may be issued against me in addition to any other rights
CommVault may have under applicable law. In the event any party to this
Agreement is successful in any suit or proceeding brought or instituted with
respect to this Agreement or to enforce the Agreement, the prevailing party will
be paid by the losing party, in addition to other costs and damages, reasonable
attorney's fees and costs.

         (f) This Agreement shall be effective during the period of my
employment by CommVault and for any periods thereafter as set forth herein,
inure to the benefit of any successor or assignee of CommVault, and be binding
upon my heirs, administrators, and representatives.

I acknowledge that I am entering into this Agreement knowingly and voluntarily,
and that I have had an opportunity to review it with counsel of my choosing.


- ------------------------------------
Employee Signature

Dated:
      ------------------------------

USE THE SPACE BELOW AND THE BACK OF THIS AGREEMENT (IF NECESSARY) TO LIST ANY
AND ALL INVENTIONS CONCEIVED OR MADE BY ME PRIOR TO MY EMPLOYMENT WITH
COMMVAULT, AND A DETAILED DESCRIPTION THEREOF, AND OTHER AGREEMENTS OR
REQUIREMENTS TO ASSIGN INVENTIONS OR DISCOVERIES, AS DESCRIBED IN SECTIONS 8 AND
9 ABOVE.


                                                              PURCHASE AGREEMENT
                                      C-6

                                                                   Exhibit 10.17

                          SERIES CC PURCHASE AGREEMENT

                  THIS SERIES CC PURCHASE AGREEMENT (this "AGREEMENT"), dated as
of September 2, 2003, is by and between the parties listed on SCHEDULE A hereto
(collectively , the "PURCHASERS") and CommVault Systems, Inc., a Delaware
corporation (the "COMPANY").

                  WHEREAS, each of the Purchasers desire to invest in the
Company; and

                  WHEREAS, the Company desires to issue and sell to the
Purchasers an aggregate of 4,790,802 shares of its Series CC Preferred Stock
(the "SHARES") and the Purchasers desire to purchase the Shares on the terms and
subject to the conditions described herein.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, agreements and warranties herein contained, the parties hereto
agree as follows:

                  1. DEFINITIONS. Capitalized terms that are not defined in the
text of this Agreement have the meanings set forth below:

         "Additional Shares" has the meaning set forth in SECTION 5(E).

         "Affiliate" shall mean, with respect to any specified Person, any other
Person which, directly or indirectly, owns, manages or controls, is under common
ownership, management or control with, or is owned, managed or controlled by,
such specified Person and, with respect to Putnam, any funds or accounts where
Putnam Investment Management, LLC or its affiliates, acts as Investment Adviser
(as defined in the Investment Advisers Act of 1940, as amended). For purposes of
this definition, a Person shall be deemed to control another Person if the first
Person owns, manages or holds more than 50% of the voting power of the second
Person.

         "Amended Certificate" shall mean the Amended and Restated Certificate
of Incorporation of the Company in the form of EXHIBIT 2.

         "Board of Directors" shall mean the board of directors of the Company.

         "Closing" has the meaning set forth in SECTION 2(B).

         "Code" shall mean the Internal Revenue Code of 1986 or any successor
statute, and the rules and regulations thereunder, collectively and as from time
to time amended and in effect.

         "Commission" shall mean the Securities and Exchange Commission.

         "Conversion Shares" has the meaning set forth in SECTION 5(C).

         "Environmental Laws" has the meaning set forth in SECTION 3(R).

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974
or any successor statute and the rules and regulations thereunder, collectively
and as from time to time amended and in effect.

                                      -1-



         "Existing Series CC Purchase Agreement" means the Series CC Purchase
Agreement, dated as of February 14, 2002, between the Company and the other
Persons party thereto.

         "Existing Series CC Registration Rights Agreement" means the
Registration Rights Agreement, dated as of February 14, 2002, between the
Company and the holders of the Series CC Preferred Stock party thereto.

         "Financial Statements" has the meaning set forth in SECTION 3(G).

         "Governmental Authority" shall mean the government of the United States
or any foreign country or any state or political subdivision thereof and any
entity, body or authority exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.

         "Initial Public Offering" shall mean the initial public offering or
sale of common stock by the Company through underwriters or otherwise, that
requires registration, qualification or the filing of a prospectus under the
Securities Act.

         "Issuance Notice" has the meaning set forth in SECTION 5(E).

         "Knowledge" shall mean the actual knowledge (assuming reasonable
investigation) of N. Robert Hammer, Louis Miceli, Larry Cormier, Al Bunte and
Brian McAteer and the other senior executives of the Company.

         "Law" shall mean any law, statute, regulation, ordinance, rule, order,
decree, judgment, consent decree, settlement agreement or governmental
requirement enacted, promulgated, entered into, agreed or imposed by any
Governmental Authority.

         "Lien" shall mean any mortgage, lien (except for any lien for taxes not
yet due and payable), charge, restriction, pledge, security interest, option,
lease or sublease, claim, right of any third party, easement, encroachment or
encumbrance.

         "Litigation" has the meaning set forth in SECTION 3(E).

         "Material Adverse Effect" shall mean an effect on the business,
operations, assets, liabilities, results of operations, cash flows or condition
(financial or otherwise) of the Company which is material and adverse.

         "Non-Preemptive Shares" shall mean any voting shares of the capital
stock of the Company issued, sold, granted or conveyed (i) as consideration in
any acquisition of all or a portion of any Person or a merger or combination
with any Person duly authorized by the Board of Directors, (ii) to any current
or new director, officer, employee or consultant of the Company pursuant to any
plan or arrangement, now or hereafter existing, duly authorized by the Board of
Directors, (iii) any shares of capital stock issued in connection with the
antidilution rights of any Person or (iv) pursuant to any of the items listed on
SCHEDULE C.

                                      -2-



         "Person" shall mean any individual, corporation, proprietorship, firm,
partnership, limited liability company, limited partnership, trust, association,
Massachusetts business trust or other entity.

         "Preferred Stock" shall mean, collectively, the Company's issued and
outstanding Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series AA
Preferred Stock, Series BB Preferred Stock and Series CC Preferred Stock.

         "Proprietary Assets" has the meaning set forth in SECTION 3(F).

         "Proprietary Software" has the meaning set forth in SECTION 3(F).

         "Purchase Price" has the meaning set forth in SECTION 2(A).

         "Putnam" means funds and accounts managed by Affiliates of Putnam
Investments, LLC.

         "Registration Rights Agreement" shall mean the Amended and Restated
Series CC Registration Rights Agreement (amending and restating the Existing
Series CC Registration Rights Agreement) to which Purchasers shall become a
party as of the Closing in the form of EXHIBIT 1.

         "Required Consents" means (i) the approval of the Amended Certificate
by the Company's stockholders and the filing of such certificate with the
Delaware Secretary of State, (ii) approval of amendments to the Series AA
Registration Rights Agreement, the Series BB Registration Rights Agreement, the
Existing Series CC Registration Rights Agreement and the Stockholders' Agreement
and (iii) waivers by the holders of the Company's Preferred Stock of preemptive
rights to purchase the Shares.

         "Response Notice" has the meaning set forth in SECTION 5(E).

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         "Series AA Purchase Agreement" shall mean the Purchase Agreement, dated
as of April 14, 2000 between the Company and the other Persons party thereto.

         "Series AA Registration Rights Agreement" shall mean the Amended and
Restated Registration Rights Agreement, dated as of February 14, 2002, between
the Company and the holders of the Company's Series AA Preferred Stock.

         "Series BB Purchase Agreement" shall mean the Purchase Agreement, dated
as of November 10, 2000, by and between the Company and the other Persons party
thereto.

         "Series BB Registration Rights Agreement" shall mean the Amended and
Restated Registration Rights Agreement, dated as of February 14, 2002, between
the Company and the holders of the Series BB Preferred Stock.

         "Share" has the meaning set forth in the preamble.

                                      -3-



         "Stock Plan" shall mean the Company's stock plan, as described on
SCHEDULE C.

         "Stockholders' Agreement" shall mean the stockholders' agreement, dated
as of May 22, 1996, and as further amended, between the Company and certain of
its stockholders.

         "Subsidiaries" shall mean the Persons set forth on SCHEDULE B.

         "Third Party Buyer" has the meaning set forth in SECTION 5(E).

         "Transfer" has the meaning set forth in SECTION 5(D).

                  2. PURCHASE AND SALE OF SHARES.

         (a) PURCHASE PRICE. Subject to the terms and conditions set forth in
this Agreement, at the Closing (as hereinafter defined), the Purchasers shall
purchase, and the Company shall issue and sell to the Purchasers the Shares for
an aggregate purchase price (the "Purchase Price") of $15,000,001.06. The number
of Shares being sold to each Purchaser and the portion of the Purchase Price
attributable thereto is set forth on SCHEDULE A hereto.

         (b) CLOSING. The closing (the "Closing") of the transactions described
herein shall occur at 10:00 a.m. on the date hereof, at the offices of Mayer,
Brown, Rowe & Maw LLP, 190 S. LaSalle Street, Chicago, IL 60603, or such other
place and time as agreed upon by the Purchasers and the Company. At the Closing,
the Purchasers shall pay the Company the Purchase Price in cash by wire transfer
of immediately available funds to an account designated by the Company, which
designation shall occur at least two business days before the Closing, and the
Company shall deliver to each Purchaser a certificate representing the Shares
purchased by such Purchaser; PROVIDED, that, if so requested by a Purchaser that
is an Affiliate of Putnam, the Company will deliver such certificate to such
Purchaser's custodian at least one business day prior to the Closing pursuant to
an escrow arrangement reasonably acceptable to such custodian, the Company and
Putnam.

                  3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to each of the Purchasers:

         (a) DUE INCORPORATION; SUBSIDIARIES. Each of the Company and the
Subsidiaries is duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation, with all requisite power and
authority to own, lease and operate its properties and to carry on its business
as they are now being owned, leased, operated and conducted. Each of the Company
and the Subsidiaries is licensed or qualified to do business and is in good
standing as a foreign corporation in each jurisdiction where the nature of the
properties owned, leased or operated by it and the businesses transacted by it
require such licensing or qualification, except where the failure to be so
licensed or qualified would not individually or in the aggregate have a Material
Adverse Effect. Except as set forth on SCHEDULE B, the Company has no direct or
indirect subsidiaries, either wholly or partially owned, and the Company does
not hold any direct or indirect economic, voting or management interest in any
Person or directly or indirectly own any security issued by any Person. Each
Subsidiary is wholly owned by the Company.

                                      -4-



                  (b) DUE AUTHORIZATION. The Company has full power and
authority to enter into this Agreement and the Registration Rights Agreement and
to consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance by the Company of this Agreement and the Registration
Rights Agreement have been duly and validly approved by the board of directors
of the Company and no other actions or proceedings on the part of the Company
are necessary to authorize this Agreement, the Registration Rights Agreement and
the transactions contemplated hereby and thereby. The Company has duly and
validly executed and delivered this Agreement and has duly and validly executed
and delivered the Registration Rights Agreement. This Agreement constitutes
legal, valid and binding obligations of the Company and the Registration Rights
Agreement upon execution and delivery by the Company will constitute legal,
valid and binding obligations of the Company, in each case, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium, reorganization or
similar laws in effect which affect the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific remedies.

         (c) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement that has not been received by the Company
is necessary in connection with the execution, delivery and performance by the
Company of this Agreement and the execution, delivery and performance by the
Company of the Registration Rights Agreement or the consummation of the
transactions contemplated hereby or thereby (including, without limitation, the
offer, issuance, sale and delivery of the Shares and the Conversion Shares).

                  (ii) The execution, delivery and performance by the Company of
this Agreement and the Registration Rights Agreement or the consummation of the
transactions contemplated hereby and thereby do not and will not (1) violate any
Law; (2) violate or conflict with, result in a breach or termination of,
constitute a default or give any third party any additional right (including a
termination right) under, permit cancellation of, result in the creation of any
Lien upon any of the assets or properties of the Company under, or result in or
constitute a circumstance which, with or without notice or lapse of time or
both, would constitute any of the foregoing under, any contract to which the
Company, is a party or by which the Company or any of its assets or properties
are bound; (3) permit the acceleration of the maturity of any indebtedness of
the Company or indebtedness secured by its assets or properties; or (4) violate
or conflict with any provision of any of the Amended Certificate or by-laws of
the Company.

         (d) CAPITALIZATION.

                  (i) The authorized capital stock of the Company is as
described in the Amended Certificate. The outstanding capital stock of the
Company immediately prior to the Closing and before the issuance of the Shares
is as follows: (i) 2,039,717 shares of Series A Preferred Stock, (ii) 346,000
shares of Series B Preferred Stock, (iii) 333,333 shares of Series C Preferred
Stock, (iv) 247,204 shares of Series D Preferred Stock, (v) 200,000 shares of
Series E Preferred Stock, (vi) 4,361,555 shares of Series AA Preferred Stock,
(vii) 2,758,358 shares of

                                      -5-


Series BB Preferred Stock, (viii) 7, 341,105 shares of Series CC Preferred Stock
and (ix) 39,786,975 shares of Common Stock. All of the outstanding capital stock
of the Company and each Subsidiary (i) is validly issued, fully paid and
nonassessable and (ii) is free of preemptive rights (except as provided in the
Stockholders' Agreement, Series AA Purchase Agreement, the Series BB Purchase
Agreement, the Existing Series CC Purchase Agreement and this Agreement). When
issued, the Shares and the Conversion Shares will be validly issued, fully paid
and nonassessable and will not have been issued in violation of any preemptive
rights or rights of first refusal. The authorized capital stock as described in
the Amended Certificate contains a sufficient number of shares of common stock
for issuance of the Conversion Shares.

                  (ii) Except as set forth above or on SCHEDULE C, there are no
shares of capital stock or other securities (whether or not such securities have
voting rights) of the Company issued or outstanding or any subscriptions,
options, warrants, calls, rights, convertible securities or other agreements or
commitments of any character obligating the Company to issue, transfer or sell,
or cause the issuance, transfer or sale of, any shares of its capital stock or
other securities (whether or not such securities have voting rights). Except as
set forth in SCHEDULE C, there are no outstanding contractual obligations of the
Company which relate to the purchase, sale, issuance, repurchase, redemption,
acquisition, transfer, disposition, holding or voting of any shares of its
capital stock or other securities. After giving effect to the issuance of the
Shares (and antidilution adjustments resulting therefrom), the maximum number of
shares of common stock that the Company has issued and would be obligated to
issue as of the date hereof is 82,877,864 shares on a fully diluted basis.

         (e) LITIGATION.

                  (i) There is no claim, action, suit, investigation or
proceeding ("LITIGATION") pending or, to the Knowledge of the Company,
threatened against the Company or any Subsidiary, or involving any of its
properties or assets by or before any court, arbitrator or other Governmental
Entity which (1) in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement or (2) if
resolved adversely to the Company or any Subsidiary, would reasonably be
expected to have a Material Adverse Effect.

                  (ii) Neither the Company nor any Subsidiary is in default
under or in breach of any order, judgment or decree of any court, arbitrator or
other Governmental Authority.

         (f) INTELLECTUAL PROPERTY.

                  (i) The Company owns all right, title and interest in, or, to
the Knowledge of the Company, has the right to use: all patents and the
inventions claimed therein; trademarks, service marks and trade names, together
with associated goodwill; copyrights and copyrightable work; Internet domain
names; registrations and applications relating to any of the foregoing;
know-how, processes, formulae, algorithms, models, methodologies and trade
secrets; computer programs, including any and all software implementations of
algorithms, models and methodologies whether in source code or object code form;
databases and compilations, including any and all data, all documentation,
including user manuals and training materials, related to any of the foregoing;
and the content and information contained on any Company Web


                                      -6-



site; and other confidential and proprietary information (collectively, the
"Proprietary Assets") used in its business as now conducted and as presently
proposed to be conducted. To the Knowledge of the Company, no person or entity
has any ownership right, title, interest, claim in or Lien on any of the
Company's Proprietary Assets. No current or former employee, officer, director
or consultant of the Company has any ownership right, right to use, title,
interest, claim in or Lien on any of the Company's Proprietary Assets. Except
for licenses granted in the ordinary course of business in connection with the
sale of the Company's products, the Company has not granted and, to the
Knowledge of the Company, there are not outstanding, any options, licenses or
agreements of any kind relating to any Proprietary Asset of the Company, nor has
the Company granted and, to the Knowledge of the Company, is the Company bound
by or a party to, any option, license or agreement of any kind with respect to
any of its Proprietary Assets. No settlement agreements, consents, judgments,
orders, forbearance to sue or similar obligations limit or restrict the
Company's rights in and to any Proprietary Assets.

                  (ii) To the Knowledge of the Company, the Company has not
violated, misappropriated, diluted or infringed, and would not, by conducting
its business as currently proposed, violate, misappropriate, dilute or infringe,
any intellectual property right in any Proprietary Asset of any other Person.
There is no claim, action, suit, investigation or proceeding pending or, to the
Knowledge of the Company, threatened against the Company which would affect in
any way any of its Proprietary Assets by or before any court, arbitrator or
other Governmental Entity. To the Knowledge of the Company, no third party has
violated, misappropriated, diluted or infringed any intellectual property right
in any Proprietary Asset of the Company.

                  (iii) The Company takes all reasonable measures to protect the
confidentiality of its trade secrets including requiring third parties having
access thereto to execute written nondisclosure agreements. Each employee of the
Company hired after January 1, 1998 has signed an Employee Inventions and
Confidentiality Agreement substantially in the form attached hereto as SCHEDULE
D.

                  (iv) All material Proprietary Assets owned or used by the
Company have been duly maintained, are valid and subsisting, in full force and
effect and have not been cancelled, expired or abandoned. The execution,
delivery and performance by the Company of this Agreement and the Registration
Rights Agreement, and the consummation of the transactions contemplated hereby
and thereby will not result in the loss or impairment of the Company's rights to
own or use any of the Proprietary Assets, nor will such consummation require the
consent of any third party in respect of any Proprietary Assets.

                  (v) Except for Microsoft Corporation's SQL product, which
Microsoft Corporation has licensed to the Company (with rights to further
sublicense such software), the Company's software products (the "PROPRIETARY
SOFTWARE") were either developed (a) by employees of the Company within the
scope of their employment; (b) by independent contractors as
"works-made-for-hire," as that term is defined under Section 101 of the United
States Copyright Act, 17 U.S.C. ss. 101, pursuant to written agreement; or (c)
by third parties who have assigned all of their rights therein to the Company
pursuant to a written agreement. No former or present employees, officers or
directors of the Company, or any other third parties retain any rights of
ownership or use of the Proprietary Software, and no employees or third parties
who

                                      -7-



have developed or participated in the development of the Proprietary Software
have any claims to any moral rights therein.

                  (g) FINANCIAL STATEMENTS. The Company has furnished to each of
the requesting Purchasers audited financial statements as of, and for, the year
ended March 31, 2003, including a balance sheet and statement of income
(collectively, the "FINANCIAL STATEMENTS"). The Financial Statements are
complete and correct, are in accordance with the books and records of the
Company and present fairly in all material respects the financial condition and
results of operations of the Company, at the dates and for the periods
indicated, and have been prepared in accordance with generally accepted
accounting principles consistently applied.

                  (h) ABSENCE OF UNDISCLOSED LIABILITIES. The Company does not
have any liability (whether known or unknown and whether absolute or
contingent), except for (a) liabilities shown on the face of the Financial
Statements and (b) liabilities that have arisen since March 31, 2003 in the
ordinary course of business that are not material.

                  (i) ABSENCE OF CHANGES. Since March 31, 2003, the Company has
conducted its business in the ordinary course, consistent with past practice and
there has not been any event or condition which has had or would be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.

                  (j) CONTRACTS. The Company does not have and is not bound by
any contract, agreement, lease or commitment, other than (i) contracts for the
purchase of supplies and services or the licensing of technology that were
entered into in the ordinary course of business that do not involve more than
$250,000 per year and do not extend for more than one year, (ii) sales contracts
entered into in the ordinary course of business, (iii) the leases for the
Company's office or other space, (iv) contracts terminable at will by the
Company on no more than 30 days' notice without cost or liability to the
Company, (v) an agreement with Microsoft Corporation, dated as of April 12,
2000, or (vi) other contracts the loss of which would not have a Material
Adverse Effect. The Company has provided the Purchasers with a copy of all its
material contracts. To the Knowledge of the Company, all of the contracts to
which it is a party are valid and binding and are in full force and effect as of
the date of this Agreement.

                  (k) REGISTRATION RIGHTS. Other than the Registration Rights
Agreement, the Series AA Registration Rights Agreement, the Series BB
Registration Rights Agreement, the Existing Series CC Registration Rights
Agreement, the Stockholders Agreement and the piggyback registration rights
granted pursuant to the purchase agreement listed in paragraph 4 of SCHEDULE C,
the Company has not granted any registration rights to any party for any of its
securities.

                  (l) COMPLIANCE WITH LAWS. The Company and each Subsidiary are
in compliance in all material respects with all applicable Laws. All securities
issued by the Company prior to the date hereof have been issued in transactions
exempt from the registration requirements of Section 5 of the Securities Act.

                  (m) OFFERING OF SHARES. Neither the Company nor any Person
acting on its behalf has taken or will take any action (including, without
limitation, any offering of any securities of the Company under circumstances
which would require, under the Securities Act, the integration of

                                      -8-



such offering with the offering and sale of the Shares) which might reasonably
be expected to subject the offering, issuance or sale of the Shares to the
registration requirements of the Securities Act. Subject to the continuing
accuracy of the Purchasers' representations in Section 4, the offer, sale and
issuance of the Shares and the Conversion Shares in accordance with the terms of
this Agreement and the Amended Certificate constitute or will constitute
transactions exempt from the registration requirements of Section 5 of the
Securities Act.

                  (n) BROKERS. Except for fees and commissions payable to C.E.
Unterberg, Towbin by the Company, no broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission from any party in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company.

                  (o) INSURANCE COVERAGE. The Company maintains in full force
and effect insurance coverage that the Company reasonably believes to be
adequate against all liabilities, claims and risks against which it is customary
for comparably situated companies to insure.

                  (p) EMPLOYEES. To the Company's Knowledge, no executive, key
employee, or group of employees has any plans to terminate employment with the
Company. The Company is in compliance in all material respects with all
applicable Laws regarding employment and employment practices and terms and
conditions of employment.

                  (q) ERISA. The Company does not have or otherwise contribute
to or participate in any employee benefit plan subject to Title IV of ERISA.

                  (r) ENVIRONMENTAL MATTERS. The Company is not in violation of
any statute, rule, regulation, decision or order of any Governmental Authority
relating to the use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment or human exposure
to hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), does not
own or operate any real property contaminated with any substance that is subject
to any Environmental Laws, is not liable for any off-site disposal or
contamination pursuant to any Environmental Laws, and is not subject to any
claim relating to any Environmental Laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material
Adverse Effect; and the Company has no Knowledge of any pending investigation
that might lead to such a claim.

                  (s) AFFILIATED TRANSACTIONS. Other than the Stockholders'
Agreement, the Series AA Purchase Agreement, the Series AA Registration Rights
Agreement, the Series BB Purchase Agreement, the Series BB Registration Rights
Agreement, agreements for certain advisory services with Credit Suisse First
Boston Corporation and/or its Affiliates, the Company's Employment Agreement
with N. Robert Hammer and the side letters with holders of the Company's Series
A through E Preferred Stock dated February 14, 2002, the Company is not, nor has
it been, a party to or bound by any contract, agreement, lease or commitment
with any of the Affiliates of the Company, other than on arms-length terms which
are no less favorable to the Company than those which could be obtained with a
third party which is not an Affiliate of the Company and no Affiliate of the
Company owns or otherwise has any rights to or interests in any asset, tangible
or intangible, which is used in the conduct of the Company's business.

                                      -9-



                  (t) NO ILLEGAL PAYMENTS. In connection with the conduct of the
Company's business, none of the Company nor any of their directors or officers
nor, to the Company's Knowledge, any of their employees or agents, has (x)
directly or indirectly given or agreed to give any illegal gift, contribution,
payment or similar benefit to any supplier, customer, governmental official or
employee or other person who was, is or may be in a position to help or hinder
the Company (or assist in connection with any actual or proposed transaction) or
made or agreed to make any illegal contribution, or reimbursed any illegal
political gift or contribution made by any other person, to any candidate for
federal, state, local or foreign public office (i) which might subject the
Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding or (ii) the non-continuation of which has had or might
have a Material Adverse Effect or (y) established or maintained any unrecorded
fund or asset or made any false entries on any books or records for any purpose.

                  (u) DISCLOSURE. The representations and warranties contained
in this Section 3 (including any schedules and exhibits required to be delivered
by the Company to the Purchasers pursuant to this Agreement) and any certificate
furnished or to be furnished by the Company to the Purchasers do not contain and
on the date of the Closing will not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements and information contained in this Section 3 not misleading.

                  4. REPRESENTATIONS AND WARRANTIES OF PURCHASERS.  Each of the
Purchasers severally but not jointly hereby represents and warrants to the
Company as follows:

                  (a) DUE INCORPORATION. Such Purchaser, if not an individual,
is duly organized or duly formed, validly existing and in good standing under
the laws of its jurisdiction of organization, with all requisite power and
authority to own, lease and operate its properties and to carry on its business
as they are now being owned, leased, operated and conducted.

                  (b) DUE AUTHORIZATION. Such Purchaser, if not an individual,
has full power and authority to enter into this Agreement and the Registration
Rights Agreement and to consummate the transactions contemplated hereby and
thereby. The execution, delivery and performance by such Purchaser of this
Agreement and the Registration Rights Agreement have been duly and validly
approved by its governing body empowered to authorize the transactions
contemplated by this Agreement and the Registration Rights Agreement and no
other actions or proceedings on the part of such Purchaser are necessary to
authorize this Agreement, the Registration Rights Agreement and the transactions
contemplated hereby and thereby. Such Purchaser, if an individual, has the legal
capacity to enter into this Agreement and the Registration Rights Agreement.

                  (c) DUE EXECUTION; BINDING EFFECT. Such Purchaser has validly
executed and delivered this Agreement and has duly and validly executed and
delivered (or prior to or at the Closing will duly and validly execute and
deliver) the Registration Rights Agreement. This Agreement constitutes legal,
valid and binding obligations of such Purchaser and such Purchaser's Related
Agreements upon execution and delivery by such Purchaser (as applicable) will
constitute legal, valid and binding obligations of such Purchaser, in each case,
enforceable in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws in effect which

                                      -10-



affect the enforcement of creditors' rights generally and by equitable
limitations on the availability of specific remedies.

         (d) CONSENTS AND APPROVALS; AUTHORITY RELATIVE TO THIS AGREEMENT.

                  (i) No consent, authorization or approval of, filing or
registration with, or cooperation from, any Governmental Authority or any other
Person not a party to this Agreement is necessary in connection with the
execution, delivery and performance by such Purchaser of this Agreement and the
Registration Rights Agreement and the consummation by such Purchaser of the
transactions contemplated hereby and thereby.

                  (ii) The execution, delivery and performance by such Purchaser
of this Agreement and the Registration Rights Agreement do not and will not (1)
violate any Law applicable to such Purchaser; (2) violate or conflict with,
result in a breach or termination of, constitute a default or give any third
party any additional right (including a termination right) under, permit
cancellation of, result in the creation of any Lien upon any of the assets or
properties of such Purchaser under, or result in or constitute a circumstance
which, with or without notice or lapse of time or both, would constitute any of
the foregoing under, any contract to which Purchaser is a party or by which such
Purchaser or any of its assets or properties are bound; (3) permit the
acceleration of the maturity of any indebtedness of such Purchaser or
indebtedness secured by its assets or properties; or (4) if such Purchaser is
not an individual, violate or conflict with any provision of such Purchaser's
organizational documents.

         (e) BROKERS. No broker, lender or investment banker is entitled to any
brokerage, lender's or other fee or commission from any party in connection with
the transactions contemplated by this Agreement based on arrangements made by or
on behalf of such Purchaser.

         (f) PURCHASE FOR INVESTMENT. Such Purchaser is purchasing the Shares
hereunder for investment without any intent of the distribution thereof within
the meaning of the Securities Act.

         (g) ACCREDITED INVESTOR. Such Purchaser is an "accredited investor"
within the meaning of Regulation 501(a) under the Securities Act and is able to
bear the economic risk of acquisition of the Shares, can afford to sustain a
total loss on such investment, and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risk of the proposed investment. Such Purchaser has been furnished the
opportunity to ask questions of and receive answers from representatives of the
Company concerning the business and financial affairs of the Company.

                  5. COVENANTS.

         (a) AMENDED CERTIFICATE. The Company shall, prior to the Closing, cause
the Amended Certificate to be filed with the Secretary of State of the State of
Delaware.

         (b) COOPERATION. Each of the Purchasers and the Company agrees to use
its reasonable best efforts to take, or cause to be taken, all such further
actions as shall be necessary to make effective and consummate the transactions
contemplated by this Agreement.

                                      -11-



         (c) RESERVE SHARES. The Company will at all times reserve and keep
available, solely for issuance and delivery upon conversion of the Shares, the
number of shares of common stock from time to time issuable upon conversion of
all Shares at the time outstanding (the "CONVERSION SHARES"). All Conversion
Shares shall be duly authorized and, when issued upon such conversion in
accordance with the Amended Certificate, shall be validly issued, fully paid and
nonassessable.

         (d) RESTRICTIONS ON TRANSFER. The Purchasers will not, prior to the
earlier of (a) December 31, 2005 or (b) the time of the closing of the Initial
Public Offering, sell, transfer, assign, convey, gift, mortgage, pledge,
encumber, hypothecate, or otherwise dispose of, directly or indirectly,
("TRANSFER") any of the Shares or any Conversion Shares except for (i) Transfers
between and among the Purchasers and their Affiliates provided such Transfer is
in accordance with the transfer restrictions applicable to the Shares or the
Conversion Shares under federal and state securities laws and the Affiliate
transferee agrees to be bound by the restrictions applicable to such Shares or
Conversion Shares, including without limitation the agreements set forth in this
SECTION 5(D), and (ii) Transfers (x) pursuant to a bona fide tender or exchange
offer made pursuant to a merger or other agreement approved by the Board of
Directors to acquire securities of the Company, (y) pursuant to any cash merger,
or other business combination transaction to which the Company is a party or
involved in which the common stock of the Company's stockholders is exchanged
for cash upon consummation of such merger or other business combination or (z)
agreed to in writing by the Company. Notwithstanding any other provision of this
SECTION 5(D), no Purchaser shall avoid the provisions of this SECTION 5(D) by
making one or more transfers to one or more Affiliates and then disposing of all
or any portion of such Purchaser's interest in any such Affiliate.

         (e) PREEMPTIVE RIGHT. If at any time the Company desires to issue or
sell any shares of its capital stock or securities convertible, exercisable or
exchangeable for the Company's capital stock (other than Non-Preemptive Shares)
(the "ADDITIONAL SHARES") to any Person, the Company shall give a written notice
(the "ISSUANCE NOTICE") to the Purchasers setting forth the proposed terms of
the sale of such Additional Shares and the quantity of Additional Shares to be
issued, the proposed issuance date and the price at which such Additional Shares
shall be issued. Each of the Purchasers shall have the option to purchase the
number of Additional Shares necessary to maintain such Purchaser's percentage of
issued and outstanding shares of the Company at the time of the Issuance Notice,
which option may be exercised by giving written notice to the Company (the
"RESPONSE NOTICE") within 14 days of the Issuance Notice that contains an
agreement to purchase all or any portion of the Additional Shares to which such
Purchaser is entitled to purchase. Failure by a Purchaser to give the Response
Notice to the Company within such 14-day period shall be deemed to be a
rejection of such option. For a period of 180 days after any Issuance Notice,
the Company shall have the right to issue or sell to any Person (a "THIRD PARTY
BUYER") up to the number of Additional Shares specified in the Issuance Notice
less the number of Additional Shares subscribed for pursuant to duly tendered
Response Notices at the same price and on other terms not materially less
favorable to the Company than as specified in the Issuance Notice. At the time
of the closing of the sale of the Additional Shares to one or more Third Party
Buyers, the Company shall sell to such Purchaser and such Purchaser shall
purchase the Additional Shares that such Purchaser agreed to purchase in the
Response Notice, at the price and on the terms set forth in the Issuance Notice.
If at the end of the 180th day following any Issuance Notice, the Company has
not completed the

                                      -12-



issuance described in the Issuance Notice, each Purchaser that has provided a
Response Notice shall be released from its obligations thereunder. If the
Company desires to issue or sell Additional Shares, (i) after such 180-day
period, (ii) except in connection with an Initial Public Offering, on terms
materially less favorable to the Company than as specified in the Issuance
Notice, (iii) except in connection with an Initial Public Offering, at a price
less than the price specified in the Issuance Notice or (iv) except in
connection with an Initial Public Offering, in a quantity greater than as
specified in the Issuance Notice, the Company must again comply with this
SECTION 5(E). If the Company desires to take any of the actions set forth in
clauses (ii), (iii) or (iv) of the prior sentence in connection with an Initial
Public Offering, each Purchaser, at its option, shall be released from its
obligations under its Response Notice. The rights and obligations of the parties
pursuant to this SECTION 5(E) shall terminate upon the closing of an Initial
Public Offering.

         (f) COMPLIANCE WITH SECURITIES LAWS. Such Purchaser understands that
the Shares and the Conversion Shares will not be registered under the Securities
Act or applicable state securities laws and agrees not to sell, pledge or
otherwise transfer any of the Shares and Conversion Shares in the absence of
such registration or an opinion of counsel reasonably satisfactory to the
Company that such registration is not required, except that the requirement of a
legal opinion will not apply to transfers by Putnam to any of its Affiliates.
Except as set forth in the Registration Rights Agreement, such Purchaser
acknowledges that the Company is not required to register the Shares or the
Conversion Shares.

                  6. CONDITIONS.

     (a) CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of the
Purchasers to consummate the transactions contemplated hereby shall be subject
to the satisfaction or waiver at or prior to the Closing of each of the
following conditions:

                  (i) No statute, rule or regulation or order of any
Governmental Authority shall be in effect which prohibits the consummation of
the transactions contemplated hereby;

                  (ii) The Company shall have performed, satisfied and complied
in all material respects with all of its covenants and agreements set forth in
this Agreement to be performed, satisfied and complied with prior to or at the
Closing;

                  (iii) The representations and warranties of the Company in
Section 3 shall be true and correct in all material respects as of the date of
Closing;

                  (iv) The Company shall have executed and delivered to each of
the Purchasers the Registration Rights Agreement;

                  (v) The Company shall have obtained sufficient waivers of
pre-emptive rights from all holders of capital stock who possess such rights so
as to allow the consummation of the transactions contemplated by this Agreement;

                  (vi) The Amended Certificate shall have been duly filed with
the Secretary of State of the State of Delaware in accordance with the laws of
the State of Delaware and the Amended Certificate shall be in full force and
effect;

                                      -13-



                  (vii) Mayer, Brown, Rowe & Maw LLP shall have delivered an
opinion in form and substance reasonably satisfactory to Purchasers;

                  (viii) The Company shall have delivered a good standing
certificate for the Company (or a copy thereof) to each of the Purchasers;

                  (ix) The Company shall have received all consents,
authorizations, and approvals necessary to complete the transactions
contemplated hereby, including, without limitation, the Required Consents;

                  (x) The Company shall have delivered to each Purchaser a
certificate of the Company, dated the date of the Closing and executed by the
Chief Executive Officer of the Company, certifying as to the fulfillment of the
conditions specified in Sections 6(a)(ii), (iii), (vi), (xii) and (xiii) of this
Agreement;

                  (xi) The Company shall have delivered to each Purchaser a
certificate of the Company, dated the date of the Closing and executed by the
Secretary of the Company, certifying: (a) the corporate proceedings taken by the
Company's Board of Directors and, if required, stockholders approving this
Agreement and the Registration Rights Agreement and the transactions
contemplated hereby and thereby; (b) the Amended Certificate; and (c) the
By-laws of the Company;

                  (xii) No claim, action, cause of action, suit, litigation,
arbitration, investigation, hearing, charge, complaint, demand, notice or
proceeding to, from, by or before any Governmental Authority shall be pending or
threatened wherein an unfavorable injunction, judgment, order, decree, ruling,
or charge would (i) prevent consummation of any of the transactions contemplated
by this Agreement or (ii) cause any of the transactions contemplated by this
Agreement to be rescinded following consummation (and no such injunction,
judgment, order, decree, ruling, or charge shall be in effect); and

                  (xiii) There shall not have occurred any event, circumstances,
condition, fact, effect, or other matter which has had or would reasonably be
expected to have a Material Adverse Effect.

         (b) CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligation of the
Company to consummate the transactions contemplated hereby shall be subject to
the satisfaction or waiver at or prior to the Closing of each of the following
conditions:

                  (i) No statute, rule or regulation or order of any court or
administrative agency shall be in effect which prohibits the consummation of the
transactions contemplated hereby;

                  (ii) Each of the Purchasers shall have executed and delivered
to the Company the Registration Rights Agreement;

                  (iii) The representations and warranties of the Purchasers in
Section 4 shall be true and correct in all material respects as of the date of
Closing;

                                      -14-


                (iv) The Company shall have received the Required Consents; and

                (v) The Purchasers shall have performed, satisfied and complied
in all material respects with all of their covenants and agreements set forth in
this Agreement to be performed, satisfied and complied with prior to or at the
Closing.

                  7. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         The representations and warranties of the parties contained in this
Agreement shall expire on the 18-month anniversary of the Closing, except for
those representations and warranties contained in Sections 3(a) through 3(d)
which shall expire on the later of (i) the 18-month anniversary of the Closing
or (ii) the closing of an Initial Public Offering. After the expiration of such
period, any claim by a party based upon any such representation or warranty
shall be of no further force and effect, except to the extent a party has given
notice to the other party of a claim for breach of any such representation or
warranty prior to the expiration of such period, in which event any
representation or warranty to which such claim relates shall survive with
respect to such claim until such claim is resolved. The covenants and agreements
of the parties hereto contained in this Agreement shall survive the Closing
until performed in accordance with their terms.

                  8. RESTRICTIVE LEGENDS.  Each certificate representing any
Shares or Conversion Shares shall bear legends in substantially the following
form:

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO
         THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET
         FORTH IN THE CERTIFICATE OF INCORPORATION AS AMENDED AND/OR RESTATED
         FROM TIME TO TIME. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE
         CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY
         SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL
         SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES,
         LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES
         AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED
         AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND
         DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND
         SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY.

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER
         ANY APPLICABLE STATE LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE
         HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND
         NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
         THEREOF WITHIN THE MEANING OF THE 1933 ACT.

                                      -15-



         THE SHARES MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN
         A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE 1933 ACT OR
         ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH
         APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

         THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THE
         SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO
         THE PROVISIONS OF A PURCHASE AGREEMENT DATED AS OF SEPTEMBER 2, 2003, A
         COPY OF WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE OFFICE'S
         OF THE COMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY
         OF THE COMPANY.

                  9. SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARIES. This
Agreement shall bind and inure to the benefit of the Company and the Purchasers
and the respective successors, permitted assigns, heirs and personal
representatives of the Company and the Purchasers; PROVIDED that the Company may
not assign its rights or obligations under this Agreement to any Person without
the prior written consent of the Purchasers, and PROVIDED FURTHER that the
Purchasers may not assign their rights or obligations under this Agreement to
any Person (other than an Affiliate) without the prior written consent of the
Company. This Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.

                  10. NOTICES. Each notice, demand, request, request for
approval, consent, approval, disapproval, designation or other communication
(each of the foregoing being referred to herein as a notice) required or desired
to be given or made under this Agreement shall be in writing (except as
otherwise provided in this Agreement), and shall be effective and deemed to have
been received (i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five days after having been mailed by certified or
registered United States mail, postage prepaid, return receipt requested, or
(iv) the next business day after having been sent by a nationally recognized
overnight mail or courier service, receipt requested. Notices shall be addressed
as set forth below:

         If to any of the Purchasers, at the address set forth under such
Purchaser's name on SCHEDULE A.

         If to the Company:

                  CommVault Systems, Inc.
                  2 Crescent Place
                  Oceanport, New Jersey 07757
                  Attn:  N. Robert Hammer
                  Facsimile:  (732) 870-4514

         With a copy to:

                                      -16-



                  Mayer, Brown, Rowe & Maw LLP
                  190 S. LaSalle Street
                  Chicago, Illinois 60603
                  Attention: Philip J. Niehoff
                  Facsimile: (312) 701-7711

                  11. FURTHER ASSURANCES. At any time or from time to time after
the Closing, the Company, on the one hand, and the Purchasers, on the other
hand, agree to cooperate with each other, and at the request of the other party,
to execute and deliver any further instruments or documents and to take all such
further action as the other party may reasonably request in order to evidence or
effectuate the consummation of the transactions contemplated hereby and to
otherwise carry out the intent of the parties hereunder.

                  12. PUBLIC DISCLOSURE. Except as required by Law or the rules
of any stock exchange (in which case the Company shall give Putnam notice at
least 24 hours prior to any public announcement containing its name), no public
announcement or other publicity regarding the transactions referred to herein
shall be made by any of the Purchasers or the Company or any of their respective
Affiliates, officers, directors, employees, representatives or agents, without
the prior written agreement of the Purchasers and Company, in any case, as to
form, content, timing and manner of distribution or publication; PROVIDED,
HOWEVER, that nothing in this Section shall prevent such parties from (i)
discussing such transactions with those Persons whose approval, agreement or
opinion, as the case may be, is required for consummation or subsequent review
of such particular transaction or transactions or (ii) disclosing such
information about such transactions in a registration statement or prospectus in
connection with the Initial Public Offering or (iii) if the disclosing party is
a Purchaser, disclosing such Purchaser's investment herein provided that such
disclosure does not mention any other Purchaser by name and is approved by the
Company in writing. Each of the parties acknowledge and agree that there would
be no adequate remedy at Law if it fails to perform its obligations under this
Section 12 and accordingly agrees that each of the other parties, in addition to
any other remedy to which it may be entitled at Law or in equity, shall be
entitled to compel specific performance of the obligations of the first party
under this Section 12.

                  13. WAIVER AND AMENDMENT. With the written consent of the
Company and the record holders of 66 2/3% of the Conversion Shares (including
the Conversion Shares represented by the Shares as if the Shares were converted
into Conversion Shares), (i) the obligations of the Company under this Agreement
and the rights of the holders of the Conversion Shares under this Agreement may
be waived (either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely) or
(ii) this Agreement may be amended, changed, discharged or terminated.
Notwithstanding the foregoing, (x) if any waiver of any right or rights granted
to a Purchaser under this Agreement would uniquely affect such Purchaser, then
such waiver may be approved or granted by such Purchaser without the consent or
approval of any other Purchaser and (y) if any waiver or amendment of any right
or rights granted to a Purchaser under this Agreement would adversely affect
only a given Purchaser, then such amendment or waiver may not be effected
without the consent or approval of such affected Purchaser. Neither this
Agreement nor any provisions hereof may be amended, changed, waived, discharged
or terminated orally, but only by a signed statement in writing.

                                      -17-



                  14. ENTIRE AGREEMENT. This Agreement and the Registration
Rights Agreement constitute the entire agreement, and supersede all other prior
agreements and understandings, both written and oral, among the parties hereto
and their affiliates with respect to the matters set forth herein.

                  15. SEVERABILITY. If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or enforceability
of the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

                  16. CAPTIONS. The Section references herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions hereof.

                  17. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.

                  18. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.

                  19. WAIVER OF JURY TRIAL. THE COMPANY AND THE PURCHASERS
HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.

                  20. JOINT PARTICIPATION IN DRAFTING. Each party to this
Agreement has participated in the negotiation and drafting of this Agreement. As
such, the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party to this Agreement.

                  21. MASSACHUSETTS BUSINESS TRUSTS. A copy of the Agreement and
Declaration of Trust of each Putnam fund or series investment company (each a
"FUND") that is a Massachusetts business trust is on file with the Secretary of
State of the Commonwealth of Massachusetts and notice is hereby given that this
Agreement is executed on behalf of the Trustees of the relevant Fund as Trustees
and not individually and that the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Fund individually but
are binding only upon the assets and property of such Fund.

                                     * * * *

                                      -18-



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the day and year first written above.

                         COMMVAULT SYSTEMS, INC.

                         By: /S/ N. ROBERT HAMMER
                             ---------------------------------------------------
                         Name:
                             ---------------------------------------------------
                         Title:
                              --------------------------------------------------



                                                              PURCHASE AGREEMENT


                         PUTNAM OTC AND EMERGING GROWTH FUND
                         By Putnam Investment Management, LLC

                         By: /S/ CHARLES A. RUYS DE PEREZ
                             ---------------------------------------------------
                         Name: Charles A. Ruys de Perez
                         Title: Managing Director


                         TH LEE, PUTNAM INVESTMENT TRUST -
                         TH LEE, PUTNAM EMERGING
                         OPPORTUNITIES PORTFOLIO
                         By TH Lee, Putnam Capital Management, LLC

                         By: /S/ CHARLES A. RUYS DE PEREZ
                             ---------------------------------------------------
                         Name: CHARLES A. RUYS DE PEREZ
                               -------------------------------------------------
                         Title: MANAGING DIRECTOR
                                ------------------------------------------------


                         PUTNAM DISCOVERY GROWTH FUND
                         By Putnam Investment Management, LLC

                         By: /S/ CHARLES A. RUYS DE PEREZ
                             ---------------------------------------------------
                         Name: Charles A. Ruys de Perez
                         Title: Managing Director


                         PUTNAM WORLD TRUST II - PUTNAM EMERGING INFORMATION
                         SCIENCES FUND
                         By The Putnam Advisory Company, LLC

                         By: /S/ CHARLES A. RUYS DE PEREZ
                             ---------------------------------------------------
                         Name: Charles A. Ruys de Perez
                         Title: Managing Director



                                                              PURCHASE AGREEMENT


                         VAN WAGONER PRIVATE OPPORTUNITIES FUND, L.P.

                         By: /S/ GARRETT VAN WAGONER
                             ---------------------------------------------------
                         Name: GARRETT VAN WAGONER
                               -------------------------------------------------
                         Title: GENERAL PARTNER
                                ------------------------------------------------


                         VAN WAGONER CAPITAL PARTNERS, L.P.

                         By: /S/ GARRETT VAN WAGONER
                             ---------------------------------------------------
                         Name: GARRETT VAN WAGONER
                               -------------------------------------------------
                         Title: GENERAL PARTNER
                                ------------------------------------------------



                                                              PURCHASE AGREEMENT


                         WHEATLEY PARTNERS III, L.P.
                         By: Wheatley Partners III LLC, its General Partner

                         By: /S/ BARRY RUBENSTEIN
                             ---------------------------------------------------
                         Name: BARRY RUBENSTEIN
                               -------------------------------------------------
                         Title: CEO
                                ------------------------------------------------


                         WHEATLEY ASSOCIATES III, L.P.
                         By: Wheatley Partners III LLC, its General Partner

                         By: /S/ BARRY RUBENSTEIN
                             ---------------------------------------------------
                         Name: BARRY RUBENSTEIN
                               -------------------------------------------------
                         Title: CEO
                                ------------------------------------------------


                         WHEATLEY FOREIGN PARTNERS III, L.P.
                         By: Wheatley Partners III LLC, its General Partner

                         By: /S/ BARRY RUBENSTEIN
                             ---------------------------------------------------
                         Name: BARRY RUBENSTEIN
                               -------------------------------------------------
                         Title: CEO
                                ------------------------------------------------



                                                              PURCHASE AGREEMENT


                         DLJ CAPITAL CORPORATION

                         By: /S/ KEITH B. GEESLIN
                             ---------------------------------------------------
                         Name: Keith B. Geeslin
                         Title: Managing Director


                         SPROUT CAPITAL IX, L.P.
                         By: DLJ Capital Corporation
                         Its: Managing General Partner

                         By: /S/ KEITH B. GEESLIN
                             ---------------------------------------------------
                         Name: Keith B. Geeslin
                         Its: Managing Director


                         SPROUT ENTREPRENEURS' FUND, L.P.
                         By: DLJ Capital Corporation
                         Its: Managing General Partner

                         By: /S/ KEITH B. GEESLIN
                             ---------------------------------------------------
                         Name: Keith B. Geeslin
                         Its: Managing Director


                         SPROUT IX PLAN INVESTORS, L.P.
                         By:  DLJ LBO Plans Management Corporation II
                         Its: General Partner

                         By: /S/ KEITH B. GEESLIN
                             ---------------------------------------------------
                         Name: Keith B. Geeslin
                         Its: Attorney in Fact



                                                              PURCHASE AGREEMENT


                         /S/ THOMAS I. UNTERBERG
                         -------------------------------------------------------
                         THOMAS I. UNTERBERG


                         C.E. UNTERBERG, TOWBIN CAPITAL PARTNERS I, L.P.

                         By:  UTCM LLC
                         Its: General Partner

                         By: /S/ MARK G. HADLOCK
                             ---------------------------------------------------
                         Name: MARK G. HADLOCK
                               -------------------------------------------------
                         Title: SECRETARY OF UTCM, LLC
                                ------------------------------------------------



                                                              PURCHASE AGREEMENT


                         CAMELOT CAPITAL L.P.

                         By: /S/ SCOTT M. SMITH
                             ---------------------------------------------------
                         Name: Scott M. Smith
                         Title: Managing Partner


                         CAMELOT CAPITAL II L.P.

                         By: /S/ SCOTT M. SMITH
                             ---------------------------------------------------
                         Name: Scott M. Smith
                         Title: Managing Partner


                         CAMELOT OFFSHORE FUND LIMITED

                         By: /S/ SCOTT M. SMITH
                             ---------------------------------------------------
                         Name: Scott M. Smith
                         Title: Managing Director



                                                              PURCHASE AGREEMENT


                         AMERINDO INTERNET FUND PLC
                         BY: AMERINDO INVESTMENT INC.
                         ITS: MANAGER

                         By: /S/ GARY TANAKA
                             ---------------------------------------------------
                         Name: GARY TANAKA
                               -------------------------------------------------
                         Title: EXECUTIVE VICE PRESIDENT
                                ------------------------------------------------

                         /S/ K. FLYNN MCDONALD
                         -------------------------------------------------------
                         K. FLYNN MCDONALD

                         /S/ MICHAEL SANDIFER
                         -------------------------------------------------------
                         MICHAEL J. SANDIFER

                         /S/ MARC WEISS
                         -------------------------------------------------------
                         MARC WEISS


                                                              PURCHASE AGREEMENT


                         AMAN VENTURES

                         By: /S/ WILLIAM J. BELL
                             ---------------------------------------------------
                         Name: WILLIAM J. BELL
                               -------------------------------------------------
                         Title: MANAGING PARTNER
                                ------------------------------------------------


                                                              PURCHASE AGREEMENT


                         HFI PRIVATE EQUITY LTD.

                         By: /S/ BARRY SHAILER             /S/ HARRY WILKIN
                             ---------------------------------------------------
                         Name:   BARRY SHAILER                 HARRY WILKIN
                             ---------------------------------------------------
                         Title:  DIRECTOR                      DIRECTOR
                             ---------------------------------------------------


                                                              PURCHASE AGREEMENT


                         DRW VENTURE PARTNERS LP

                         By: RBC Dain Rauscher Corporation, its
                         General Partner

                         By:/S/ MARY ZIMMER
                            ----------------------------------------------------
                         Name: MARY ZIMMER
                               -------------------------------------------------
                         Title: DIRECTOR OF FINANCE AND ADMINISTRATION, RBC
                                CAPITAL MARKETS SERVICES
                                ------------------------------------------------


                                                              PURCHASE AGREEMENT

                                   SCHEDULE A

                                   PURCHASERS

NAME AND ADDRESS OF PURCHASER                 NUMBER OF SHARES       PRICE
- -----------------------------                 ----------------       -----
Putnam OTC and Emerging Growth Fund               239,540      $   749,999.74
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

TH Lee, Putnam Investment Trust                   319,387      $ 1,000,000.70
TH Lee, Putnam Emerging Opportunities Portfolio
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

Putnam Discovery Growth Fund                       79,847      $   250,000.96
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

Putnam World Trust II - Putnam Emerging
Information Sciences                              159,693      $   499,998.78
Fund
c/o Putnam Investment Management, LLC
Two Liberty Square
Boston, MA  02109

Van Wagoner Capital Opportunities Fund, L.P.      463,111      $ 1,450,000.54
c/o Van Wagoner Capital Management
435 Pacific Avenue Suite 400
San Francisco, CA 94133
Attn: Garrett Van Wagoner
Fax: (415) 835-5050

Van Wagoner Capital Partners, L.P.                 15,969      $    49,998.94
Address same as above

Wheatley Partners III, L.P.                       335,296      $ 1,049,811.78
80 Cuttermill Road, Suite 311
Great Neck, NY 11021
Fax No.

with a copy to:

                                                              PURCHASE AGREEMENT

                                      A-1



NAME AND ADDRESS OF PURCHASER                 NUMBER OF SHARES       PRICE
- -----------------------------                 ----------------       -----
825 Third Avenue, 32d Floor
New York, NY 10022
Attn: Lawrence Wagenberg
Wheatley Associates III                            69,958      $   219,038.50
Address same as above

Wheatley Foreign Partners III                      73,826      $   231,149.20
address same as above

DLJ Capital Corporation                             3,899      $    12,207.77
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, NY 10010

Sprout Capital IX, L.P.                           778,878      $ 5,569,667.01
Address and notice same as above

Sprout Entrepreneurs' Fund, L.P.                    7,011      $    21,951.44
Address and notice same as above

Sprout IX Plan Investors, L.P.                     82,149      $   257,208.52
Address and notice same as above

Thomas I. Unterberg                               447,143      $ 1,400,004.73
c/o C.E. Unterberg, Towbin
350 Madison Avenue
New York, NY 10017
Facsimile: 212-389-8808

C.E. Unterberg, Towbin Capital Partners I, L.P.   159,693      $   499,998.78
350 Madison Avenue
New York, NY 10017
Attn: Mark G. Hadlock
Facsimile: 212-389-8401

Camelot Capital L.P.                              220,383      $   690,019.17
3 Pickwick Plaza
Greenwich, CT 06830 (203) 863-7400
Attn: Scott M. Smith
203-863-7400

Camelot Capital II L.P.                            15,763      $    49,353.95
address same as above

                                                              PURCHASE AGREEMENT

                                      A-2



NAME AND ADDRESS OF PURCHASER                 NUMBER OF SHARES       PRICE
- -----------------------------                 ----------------       -----
Camelot Offshore Fund Limited                      83,241      $   260,627.57
address same as above

Amerindo Internet Fund PLC c/o                    148,132      $   463,801.29
Amerindo Investment Advisors Inc.
399 Park Avenue, 22d Floor
New York, NY 10022
Attn: David Mainzer
Fax: 212-308-6988

K. FLYNN MCDONALD                                   8,000      $    25,048.00
One Embarcadero Center, Suite 2300
San Francisco, CA  94111-3162
Telephone:  (415) 249-1535
Facsimile:  (415) 834-3582

MICHAEL J. SANDIFER                                 3,500      $    10,958.50
6016 Lee Highway
Warrenton, VA  20187
Telephone:  (540) 428-2790
Facsimile:  (540) 428-2791

MARC WEISS                                         32,000      $   100,192.00
c/o Amerindo Investment Advisors Inc.
399 Park Avenue, 22nd Floor
New York, NY  10022
Telephone:  (212) 418-2520
Facsimile:  (212) 935-6975

HFI Private Equity Ltd                             24,084      $    75,407.00
Jardine House 4th Floor
33-35 Reid Street
Hamilton IIM 12 Bermuda
Attention: Barry Shailer
Facsimile: 441-295-3011

Aman Ventures                                      15,838      $    49,588.78
1500 Owl Creek Ranch Road
Aspen, CO 81611
Attention:
Facsimile: 970-923-8855

                                                              PURCHASE AGREEMENT


                                      A-3



NAME AND ADDRESS OF PURCHASER                 NUMBER OF SHARES       PRICE
- -----------------------------                 ----------------       -----
DRW Venture Partners L.P.                           4,461      $    13,967.39
60 South 6th Street
Minneapolis, MN 55402
Attn: Mary Zimmer MS 54N2
Facsimile:  (612) 373-1610

TOTAL SERIES CC                                                $15,000,001.06

                                                              PURCHASE AGREEMENT

                                      A-4



                                   SCHEDULE B

                                  SUBSIDIARIES

CommVault Systems (Canada) Inc., a Canadian corporation
CommVault Systems Mexico S de RL de CV, a Mexican company
CommVault Holding Company BV, a Netherlands company
CommVault Systems Netherlands BV, a Netherlands company

                                                              PURCHASE AGREEMENT

                                      B-1



                                   SCHEDULE C

                  1. Employment Agreement, dated as of January 20, 1999 and
amended as of May 3, 2001, between the Company and N. Robert Hammer, under which
Mr. Hammer has received options to purchase 5,622,400 shares of common stock.

                  2.Corporate Change of Control Agreements, between the Company
and (i) Louis Miceli, (ii) Brian McAteer, (iii) Larry Cormier, (iv) Al Bunte;
(v) David West; (vi) Scott Mercer and (vii) William Beattie.

                  3. Stock Plan dated as of May 22, 1996, pursuant to which the
Company is authorized to issue options to purchase 15,950,000 shares of its
common stock of which 14,525,731 shares have been granted.

                  4. The Company entered into an agreement with Northern
Concepts Incorporated ("NCI"), dated as of May 2000 pursuant to which 285,000
shares of the Company's common stock was issued in consideration for the
acquisition of the business of NCI by the Company.

                  5. Preferred Stockholders have (i) conversion rights, pursuant
to the Amended Certificate, and (ii) preemptive rights pursuant to (a) the
Stockholders' Agreement; (b) the Series AA Purchase Agreement, (c) the Series BB
Purchase Agreement and (d) the Existing Series CC Purchase Agreement.

                  6. EMC holds a warrant to purchase up to 3,000,000 shares of
common stock at an exercise of $6.27 per share. To the extent that EMC exercises
the warrant, holders of the Series AA Preferred Stock, Series BB Preferred Stock
and the holders of existing CC preferred stock will be entitled to purchase
shares of Common Stock of the Company at a price of $6.26 pursuant to preemptive
rights granted to such holders under their respective preferred stock purchase
agreements. Assuming that EMC exercises its warrant in full, the maximum number
of shares of Common Stock that would be sold pursuant to such preemptive rights
would be approximately 750,000 shares.

                                                              PURCHASE AGREEMENT

                                      C-1



                                   SCHEDULE D

                         CORPORATE COMPLIANCE AGREEMENT
              EMPLOYEE INVENTION, CONFIDENTIALITY, NON-COMPETITION,
                      NON-SOLICITATION AND ETHICS AGREEMENT

         THIS AGREEMENT is made between me, the undersigned, and CommVault
Systems, Inc. and on behalf of CommVault Systems, Inc. and its affiliated
companies as they exist from time to time (hereafter referred to collectively as
"CommVault"), and in consideration of my employment by CommVault and in
consideration for the compensation to be paid to me in connection with this
employment:

                  1. DUTIES. I shall render faithful and efficient services to
CommVault and perform exclusively for CommVault such duties as may be designated
by CommVault from time to time, which may include the functions of inventing,
discovering and developing new and novel devices, methods, and principles
relating to the business, research, and development of CommVault.

                  2. DISCLOSURE OF INVENTIONS. I shall promptly disclose to
CommVault in writing all inventions (including, but not limited to, new
contributions, concepts, ideas, developments, discoveries, processes, formulas,
methods, compositions, techniques, articles, machines, and improvements), all
original works of authorship and all related know-how ("Inventions"), whether or
not patentable, copyrightable or protectable as trade secrets, conceived or made
by me, alone or with others, during the period of my employment with CommVault
and, in the case of clauses (b) and (c) below, during the period of my
employment by CommVault and at any time after I cease to be employed by
CommVault for whatever reason, which (a) relate in any manner to the actual or
anticipated business, research, or development of CommVault, (b) are developed
using equipment, supplies, facilities, trade secret or confidential information
of CommVault, or (c) result from work performed by me or work supervised by me
for CommVault.

                  3. ASSIGNMENT OF INVENTIONS. I shall assign and do hereby
assign to CommVault my entire rights to each Invention described in SECTION 2
hereof. As requested by CommVault, I will take all steps reasonably necessary to
assist CommVault in obtaining and enforcing any patent, copyright, or other
protection which CommVault elects to obtain or enforce, in any country, for the
Inventions which I assign to CommVault. I will take no action to jeopardize
CommVault's ability to obtain or enforce its rights in such Inventions. My
obligation to assist CommVault in obtaining and enforcing patents, copyrights,
and other protections shall continue beyond the termination of my employment by
CommVault for whatever reason, but CommVault shall compensate me at a reasonable
rate after the termination of my employment for time actually spent at
CommVault's request providing such assistance. If CommVault is unable, after
reasonable effort, to secure my signature on any document needed to apply for,
prosecute, or enforce any patent, copyright, or other protection in relation to
an

                                                              PURCHASE AGREEMENT

                                      C-2



Invention, whether because of my physical or mental incapacity or for any
other reason whatsoever, I hereby irrevocably designate and appoint CommVault
and its duly authorized officers and agents as my agent and attorney-in-fact, to
act for and in my behalf and stead to execute and file any such document and to
do all other lawfully permitted acts to further the prosecution and enforcement
of patents, copyrights, or similar protections with the same legal force and
effect as if executed by me.

                  4. COMMVAULT CONFIDENTIAL INFORMATION. Because of my
employment by CommVault, I will have access to and will learn techniques,
know-how, or other information of a confidential nature concerning CommVault's
experimental and development work, trade secrets, procedures, business matters
or affairs, including, but not limited to, information relating to inventions,
disclosures, processes, systems, methods, formulas, patents, patent
applications, machinery, materials, research activities and plans, grant
proposals, costs of production, contract forms, prices, business plans,
strategies, competitive strengths and weaknesses, volume of sales, promotional
methods, and lists of names or classes of customers, as well as information of a
confidential nature received from CommVault's customers, joint ventures,
collaborators, etc., and information developed solely or jointly by me, included
in connection with Inventions ("CommVault Confidential Information").
Information shall, for purposes of this Agreement, be considered to be
confidential if not known by the trade generally, even though such information
has been disclosed to one or more third parties pursuant to distribution
agreements, joint research agreements, other agreements or collaborations
entered into by CommVault.

                  5. PROTECTION OF COMMVAULT CONFIDENTIAL INFORMATION. I shall
at all times use my best efforts and exercise utmost diligence to protect and
guard CommVault Confidential Information. I will not use CommVault Confidential
Information for personal gain or for any purpose outside of my employment by
CommVault or disclose any such information to any person or entity either during
or subsequent to my employment, without CommVault's prior written consent,
except to such an extent as may be necessary in the ordinary course of
performing my duties as an employee of CommVault.

                  6. USE OF COMMVAULT CONFIDENTIAL INFORMATION. I shall not, for
my own account or as an officer, member, employee, consultant, representative,
or advisor of another, during my employment with CommVault or at any time
thereafter for any reason whatsoever, engage in or contribute my knowledge to
engineering, development, manufacture, research, business analysis or sales
relating to any product, equipment, process, or material that relates in any way
to the actual or anticipated business or research and development of CommVault,
without the written permission of CommVault. However, the foregoing provision
shall not prohibit me from engaging in any work at any time after leaving the
employ of CommVault, PROVIDED, that CommVault Confidential Information is not
involved in such work AND I am not in violation of any other term of this
Agreement or any other agreement entered into between me and CommVault. The
provisions of this SECTION 6 shall not be construed as limiting to any extent my
continuing obligations pursuant to the provisions in SECTION 5.

                                                              PURCHASE AGREEMENT

                                      C-3



                  7. IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION. I
shall not, during my employment with CommVault, or at any time thereafter,
improperly use or disclose any proprietary information or trade secrets of any
former or current employer or other person or entity and I will not possess or
bring onto the premises of CommVault any such proprietary information without
the prior written consent of such employer, person or entity.

                  8. OTHER RESTRICTIONS ON EMPLOYEE. I represent that there are
no other agreements or requirements to assign any invention or discovery
conceived or made by me, alone or with others, unless I have so indicated at the
end of this Agreement.

                  9. DISCLOSURE IF INVENTIONS. I represent that I have listed
and described in detail at the end of this Agreement all inventions, if any,
patented and unpatented, which I conceived or made PRIOR to my employment by
CommVault. Any invention not so listed and described shall be presumed to have
been made during my employment by CommVault.

                  10. RETURN OF COMMVAULT COMPANY INFORMATION. Upon termination
of my employment with CommVault for any reason, I shall disclose and provide to
CommVault all originals and all copies which are in my possession or under my
control, of all notes, memoranda, records, reports, drawings, blueprints, codes,
programs. Software, manuals, materials and data of any nature which are the
property of CommVault, which shall include, but not be limited to, every item in
my possession or under my control which contains any CommVault Confidential
Information.

                  11. NON-COMPETITION AND NON-SOLICITATION. I acknowledge that
because my knowledge of the CommVault Confidential Information and the personal
contacts with the customers and employees of CommVault acquired by me during my
employment, CommVault would be irreparably damaged should I, in any manner or
form, enter into any form of competition with CommVault. I, therefore agree that
at all times during my employment and for a period of TWELVE (12) MONTHS
thereafter, I will not directly or indirectly, in any individual or
representative capacity, carry on, engage or participate in any business that is
in competition in any manner whatsoever with the business of CommVault, except
as expressly provided for in this Agreement, or as may hereafter be expressly
agreed to in writing by CommVault. Further, I agree to not directly or
indirectly hire, seek to hire, or refer for other employment any current
employee of CommVault nor will I, in any manner or capacity, directly or
indirectly: divert or attempt to divert from CommVault, through any means
whatsoever, any business or customers of CommVault, during the TWELVE (12) MONTH
period following my termination of employment. The phrase "carry on, engage or
participate in any business that is in competition in any manner whatsoever with
the business of CommVault" shall include, but not be limited to, the doing by
you or by any person, firm, corporation, association or other entity that
directly or indirectly, through one or more intermediaries, is controlled by, or
is under common control with, or controls you, of any of the following acts
other than as related to your services to CommVault pursuant to your employment
with CommVault: carrying on, engaging in or participating in any such business
as a principal, for your own account or solely, or jointly with others as a

                                                              PURCHASE AGREEMENT

                                      C-4



partner (general or limited), joint venturer, shareholder or holder of any
equity security of any other corporation or entity, or as a consultant,
contractor, or subcontractor or agent of or for any person, firm, corporation,
association, or other entity or through any agency or by any other means
whatsoever; or utilizing for your own benefit, or making available to any
person, firm, corporation, association or other entity, any confidential or
proprietary proposals, financial statements, governmental filings, cost data,
business plans or correspondence relating to such information, or other
CommVault Confidential Information. I acknowledge and agree that, in light of
the nature of the business of CommVault, the foregoing activity and time period
restrictions are reasonable and properly required for the adequate protection of
CommVault, and that, in the event any such activity or time period restriction
is deemed to be unreasonable or unenforceable by a court of competent
jurisdiction, then I agree to submit to the reduction of such activity or time
period restriction to the extent necessary to enable the court to enforce such
restrictions to the fullest extent permitted under applicable law. It is the
desire and intent of the parties that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws and public policies
applied by any jurisdiction where enforcement is sought.

                  12. ETHICS. I understand and agree at all times to: (a) follow
the policies and guidelines of CommVault, as set forth by CommVault from time to
time; (b) represent CommVault in a professional manner exhibiting appropriate
behavior consistent with the highest ethical standards; (c) not make any
disparaging comment or statement (written or oral) about CommVault; (d) comply
with all applicable federal, state, and local laws, ordinances, regulations and
codes, including all Security and Exchange Commission laws and regulations; and,
(e) to apply for national security or other governmental clearance, if requested
by CommVault.

                  13. GENERAL

         (a) I understand and agree that the restrictions of this Agreement are
limited only to those restrictions necessary for the adequate and legitimate
protection of CommVault. Each paragraph and subparagraph of this document is
separate from each other and constitutes a separate and distinctive covenant. In
the event any limitation hereunder is deemed to be unreasonable by a court of
competent jurisdiction, then I agree to submit to the reduction of such
limitation as the court shall deem reasonable. In the event that I am in
violation of any limitation herein, then the time limitation shall be extended
for a period of time equal to the period of time during which such breach should
occur.

         (b) I understand that nothing in this Agreement shall confer upon me
any right to continue in the employ of CommVault. I understand that the
restrictions contained in this Agreement shall survive the termination of my
employment with CommVault for any reason.

         (c) I certify that I have not entered into, and I agree to not enter
into any agreement, either written or oral, in conflict with this Agreement.

                                                              PURCHASE AGREEMENT

                                      C-5



         (d) I hereby authorize CommVault to notify others, including, without
limitation, customers of CommVault and my future employers, of the terms of this
Agreement and my responsibilities hereunder.

         (e) This Agreement shall be governed by the laws of the State of New
Jersey, without regard to New Jersey choice of law principles, and adjudicated
in the courts located in the State of New Jersey. Each paragraph and
subparagraph shall be independent and separable from all other paragraphs and
subparagraphs, and the invalidity of a paragraph and subparagraph shall not
affect the enforceability of any of the other paragraphs and subparagraphs. For
purposes of this Agreement, the business of CommVault shall include the business
of any corporation, firm, or partnership, directly or indirectly, controlled by,
controlling, or under common control with CommVault or any partner or joint
venturer of CommVault. For any violation of this Agreement, a restraining order
and/or an injunction may be issued against me in addition to any other rights
CommVault may have under applicable law. In the event any party to this
Agreement is successful in any suit or proceeding brought or instituted with
respect to this Agreement or to enforce the Agreement, the prevailing party will
be paid by the losing party, in addition to other costs and damages, reasonable
attorney's fees and costs.

         (f) This Agreement shall be effective during the period of my
employment by CommVault and for any periods thereafter as set forth herein,
inure to the benefit of any successor or assignee of CommVault, and be binding
upon my heirs, administrators, and representatives.

I acknowledge that I am entering into this Agreement knowingly and voluntarily,
and that I have had an opportunity to review it with counsel of my choosing.


- ------------------------------------
Employee Signature

Dated:
      ------------------------------

USE THE SPACE BELOW AND THE BACK OF THIS AGREEMENT (IF NECESSARY) TO LIST ANY
AND ALL INVENTIONS CONCEIVED OR MADE BY ME PRIOR TO MY EMPLOYMENT WITH
COMMVAULT, AND A DETAILED DESCRIPTION THEREOF, AND OTHER AGREEMENTS OR
REQUIREMENTS TO ASSIGN INVENTIONS OR DISCOVERIES, AS DESCRIBED IN SECTIONS 8 AND
9 ABOVE.

                                                              PURCHASE AGREEMENT

                                      C-6

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.18

                          SOFTWARE LICENSING AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT is entered into as of this 17th day of December,
2003 (hereinafter "Effective Date") by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., a Delaware corporation having a
principal place of business at 2 Crescent Place, Oceanport, New Jersey 07757
(hereinafter "Licensor").

1.0  DEFINITIONS

1.1  AGREEMENT shall mean this Software License Agreement and its Supplement.

1.2  LICENSED PRODUCT(S) shall mean: (i) the software in object code form and
     documentation listed in the Supplement to this Software License Agreement
     and (ii) all improvements, corrections, modifications, alterations,
     revisions, extensions, upgrades, national language versions and/or
     enhancements to the software in object code form and/or documentation made
     during the term of this Agreement (hereinafter "Updates").

1.3  SUPPLEMENT shall mean the supplement executed under this Software License
     Agreement. The supplement shall describe the Licensed Product(s) and may
     include additional terms and conditions such as compensation, delivery
     schedules, technical contacts and other information related to the Licensed
     Product(s). The terms and conditions of this Software License Agreement
     shall apply to the Supplement.

2.0  OBJECT CODE LICENSE

2.1  Licensor hereby grants to Dell a non-exclusive, worldwide, and, subject to
     Section 9, below, irrevocable right and license, under all copyrights,
     patents, patent applications, trade secrets and other necessary
     intellectual property rights, to: (i) use, make, execute, reproduce,
     display, perform, the Licensed Product(s), in object code form, (ii)
     distribute and license, the Licensed Product(s), in object code form, as
     part of, in conjunction with, or for use with, Dell systems and (iii)
     authorize, and license third parties to do any, some or all of the
     foregoing. Dell shall have the option to distribute the Licensed Product(s)
     to end users pursuant to Licensor's end user license agreement

2.2  The above grant includes, without limitation, the right and license to: (i)
     use Licensor's trade names, product names and trademarks (the "Trademarks")
     in connection with the marketing and distribution of Licensed Product(s)
     and (ii) all pictorial, graphic and audio visual works including icons,
     screens and characters created as a result of execution of the Licensed
     Product(s). Dell's use of the Trademarks shall be in accordance with
     applicable trademark law. Dell agrees to consistently identify the
     Trademarks as being the property of Licensor. Dell agrees that the
     Trademarks are and will remain the sole property of Licensor and agrees not
     to do anything inconsistent with that ownership. Dell shall (a) comply with
     any requirements established by Licensor concerning the style, design,
     display and use of the Trademarks, (b) correctly use the "(R)" registration
     and "(TM)" symbols, (c) use the Trademark solely in connection with the
     appropriate products, (d) promptly inform Licensor of the use of any marks
     similar to the Trademarks and any potential infringements of the Trademarks
     which comes to Dell's attention, and (e) not misuse the Trademarks or
     engage in any unlawful activity in any way related to the use of the
     Trademarks. Dell will indemnify, defend and hold harmless Licensor and its
     officers, directors, employees and agents from and against any and all
     liabilities, losses, damages, claims, costs and expenses (including without
     limitation, reasonable attorney's fees and expenses) arising out of (i)
     misuse of the Trademarks, (ii) any statements or representations made to
     any person or entity by the Dell or its agents concerning the Products and
     (iii) any other negligent, reckless or wrongful conduct of the Dell or its
     agents arising in connection with its activities related to this Agreement
     or the Products. All sales and promotions materials (including, without
     limitation, labels, stickers, packaging or software documentation) which
     include any Trademark shall be subject to the advance review and approval
     of Licensor; it being understood that once Licensor has approved any
     particular use, Licensor need not approve any additional use which is
     substantially the same as that which has been previously approved, provided
     such future use complies with the foregoing obligations regarding Trademark
     usage. When requested, Dell shall send samples of advertising and
     promotional materials bearing any Trademark, samples of any goods bearing
     or sold under any Trademark, and any other documentation which may permit
     Licensor to determine whether the Trademark uses conform to the
     requirements of this Agreement..

Dell Confidential                       1



2.3  Licensor hereby grants to Dell a non-exclusive, worldwide, and, subject to
     Section 9, below irrevocable right and license, under all copyrights,
     patents, patent applications, trade secrets and other necessary
     intellectual property rights, to internally: (i) use, execute, reproduce,
     display, perform, and distribute the Licensed Product(s), for the purposes
     of enabling Dell to maintain, service and manufacture the Licensed
     Product(s) and (ii) authorize, and license third parties to do any, some or
     all of the foregoing on Dell's behalf.

3.0  COMPENSATION; PER COPY ROYALTIES, SUPPORT PRICING, AND MAINTENANCE PRICING

3.1  Dell will pay Licensor a per copy royalty as set forth in the Pricing
     Supplement for each copy of the Licensed Product(s) distributed by Dell for
     revenue. No per copy royalties shall be due for copies of the Licensed
     Product(s): (i) used or distributed for demonstration, marketing or
     training purposes, (ii) distributed to a customer as a replacement for a
     defective copy or to fix an error, (iii) used to repair or maintain a
     customer's system, (iv) held for backup or archival purposes, (v) returned
     by a customer, (vi) used for manufacturing or testing purposes or (vii)
     distributed to an existing customers as an upgrade to their existing copy
     of the Licensed Product(s).

3.2  Unless provided otherwise in a Schedule, all prices will be in U.S. dollars
     and are exclusive of applicable value, added, sales, use, excise, or
     similar taxes for which Dell shall be obligated to pay licensor. Dell will
     have no liability for any taxes based on Licensor's net assets or income or
     for which Dell has an appropriate resale or other exemption. Licensor shall
     be the importer of record for VAT/GST purposes (applicable in the country
     of incorporation). All payments shall be made in United States currency.
     Licensor acknowledges that there is no minimum aggregate royalty due under
     this Agreement and that any royalties received will be based solely on the
     criteria set forth above. Licensor acknowledges and agrees that Dell has
     the right to withhold any applicable taxes from any royalties due under
     this Agreement if required by any government agency.

3.3  Dell shall pay Licensor the amounts set forth in the Pricing Supplement
     during the term of this Agreement and for so long thereafter as Licensor
     has any obligations under Exhibit C ("Support") or to provide maintenance
     as described in Section 4.2 below.

4.0  SUPPORT, TRAINING AND MAINTENANCE

4.1  Licensor shall, at its expense, train Dell personnel to set up, install,
     configure and operate the Licensed Product(s) and provide such other
     training to assist and enable Dell to fully perform and exercise its rights
     under this Agreement. Such training shall be completed thirty (30) days
     prior to Dell's commercial introduction of the Licensed Product(s).
     Thereafter, further training of additional Dell personnel will be conducted
     by the Dell personnel previously trained by Licensor. Additional training
     periods for Updates, if any shall also be provided at Licensor's expense
     and within a mutually agreed upon time period.

4.2  During the term of this Agreement, and for a period of up to three years
     after the termination of the Agreement, as long as Dell has not breached
     this Agreement, Licensor shall, provide Dell with all maintenance releases
     generally made available by Licensor to licensees of the Licensed
     Product(s).

4.3  During the term of this Agreement, and for a period of up to three years
     after the termination of the Agreement, as long as Dell has not breached
     this Agreement, the parties shall provide and comply with the Support
     obligations set forth in Exhibit C.,

5.0  END USER LICENSE
     Dell acknowledges that all software sold separately or with hardware and
     obtained by Dell from Licensor is proprietary to Licensor and its licensors
     and is subject to patents and/or copyrights owned by Licensor and/or its
     licensors. Any references to "purchases" of software and Products
     containing software products signify only the purchase of a license to use
     the software in question pursuant to the terms of the Licensor's then
     current applicable end user license agreement, as provided to Dell,, a copy
     of which Licensor has and will have included with the Products and which is
     incorporated herein in its entirety by this reference for the term of this
     Agreement. Notwithstanding anything to the contrary contained herein, Dell
     agrees to be bound by all of the terms of such end

Dell Confidential                       2



     user license agreement and agrees that it will acquire no rights with
     respect to such software Product other than the right to use such software
     pursuant to the terms of such software license agreement.

6.0  REPRESENTATIONS AND WARRANTIES

     On an ongoing basis, Licensor represents and warrants that:

     (a)  the Licensed Product(s) will operate in accordance with its written
          specifications;

     (b)  Licensor has all the necessary rights, titles and interests in the
          Licensed Product(s) to grant Dell the rights and licenses contained in
          this Agreement;

     (c)  the Licensed Product(s) shall not infringe any copyright, patent,
          trade secret or any other intellectual property rights or similar
          rights of any third party;

     (d)  the Licensed Product(s) does not contain any known viruses,
          expiration, time-sensitive devices or other harmful code that would
          inhibit the end user's use of the Licensed Product(s) or Dell system;

     (e)  Licensor and the Licensed Product(s) comply with all governmental
          laws, statutes, ordinances, administrative orders, rules and
          regulations and that Licensor has procured all necessary licensees and
          paid all fees and other charges required so that Dell can exercise the
          rights and license granted under this Agreement;

     (f)  Licensor has a proprietary and invention assignment agreement for
          employees which provides for a waiver or agreement not to assert any
          rights in the Licensed Product(s)

     (g)  There is no restriction of any relevant governmental authority which
          prohibits the export of the Licensed Product(s) to countries outside
          the United States and Canada, other than those laws of the United
          States which prohibit exports generally , as may be modified from time
          to time, including without limitation, to Libya, Cuba, North Korea,
          Syria, Sudan, Iran and Iraq; and

     (h)  Licensor has and will continue to comply with all applicable
          governmental laws, statutes, rules and regulations including, but not
          limited to, those related to export of product and technical data, and
          Licensor agrees that for any updates, upgrades and new products which
          are licensed to Dell pursuant to the terms of this Agreement, Licensor
          shall provide prior written notice of any facts which would make the
          foregoing representations untrue.

     (i)  Either (i) the Licensed Product(s) are not encrypted, nor do they
          contain encryption capability; or (ii) if the Licensed Product(s) does
          contain encryption capabilities, Licensor agrees to adhere to the
          requirements described in Exhibit A.

In addition to Licensor's end user license agreement, Licensor hereby makes the
following additional ongoing representations and warranties:

     (l)  Licensor will warrant the Licensed Product(s) directly to the end-user
          in accordance with the terms and conditions set forth in Licensor's
          end-user license agreement; and

     (m)  Licensor has agreed to honor all replacement requests received from
          Dell or end users under the terms of Licensors end user license
          agreement pertaining to defective Licensed Product(s).

7.0  LIMITED WARRANTY

     Licensor warrants that the Products sold hereunder shall be new and shall
     operate substantially in accordance with its user documentation for a
     period of ninety (90) days from the date of shipment by Licensor
     (hereinafter the "Warranty Period"). If, during the Warranty Period, Dell
     believes any Product to be defective, Dell shall immediately notify
     Licensor in writing and shall follow Licensor's instructions regarding the
     return of such Product. Licensor's sole liability to Dell, and Dell's sole
     remedy, shall be, at Licensor's option, (i) repair or replacement of the
     Product which does not comply with this Limited Warranty, or (ii) return of
     the amount paid by Dell for the Product which does not comply with the
     Limited Warranty. In the event Licensor determines that the Product is in
     compliance with this Limited Warranty, Dell shall pay the cost of all
     charges associated with the inspection and shipment of such Product by
     Licensor.

Dell Confidential                       3



     LICENSOR DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE UNINTERRUPTED OR
     ERROR FREE. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES.
     LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT
     OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND LICENSOR EXPRESSLY
     EXCLUDES AND DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
     PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NONINFRINGEMENT OF
     INTELLECTUAL PROPERTY RIGHTS. THE PROVISIONS SET FORTH ABOVE STATE
     LICENSOR'S ENTIRE RESPONSIBILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH
     RESPECT TO ANY BREACH OF ANY WARRANTY.

     NO CONSEQUENTIAL DAMAGES. LICENSOR WILL NOT, UNDER ANY CIRCUMSTANCES, BE
     LIABLE TO DELL OR ANY OTHER PARTY, FOR COSTS OF PROCUREMENT OF SUBSTITUTE
     PRODUCTS OR SERVICES, LOST PROFITS, LOST OPPORTUNITY COSTS, LOSS OF
     INFORMATION OR DATA OR ANY OTHER SPECIAL, INDIRECT OR CONSEQUENTIAL
     DAMAGES, REGARDLESS OF THE FORM OF ACTION ARISING OUT OF OR RELATING TO
     THIS WARRANTY OR RESULTING FROM THE SALE OF PRODUCTS OR USE BY DELL OR ANY
     OTHER PARTY OF SUCH PRODUCTS, EVEN IF LICENSOR HAS BEEN NOTIFIED OF THE
     POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL
     PURPOSE OF THIS LIMITED WARRANTY.

8.0  INDEMNIFICATION

8.1  Licensor shall fully indemnify, defend and hold harmless Dell, Dell, Inc.,
     Dell, Inc.'s subsidiaries and affiliates and all of the foregoing entities'
     officers, directors, employees, agents, customers and licensees, and their
     successors and assigns, from and against any and all third party claims,
     actions, suits, legal proceedings, demands, liabilities, damages, losses,
     judgments, settlements, costs and expenses, including, without limitation,
     attorney's fees, arising out of or in connection with any alleged or
     actual:

               (i) infringement by Licensor and/or the Licensed Product(s) of
          any copyright, patent, trade secret or other intellectual property
          rights or similar rights of any third party;

               (ii) damage to any real and tangible property, personal injury,
          death or any other damages or losses sustained by whomever suffered,
          resulting, or claimed to result, in whole or in part from any alleged
          or actual defect in the Licensed Product(s) whether latent or patent,
          including any alleged or actual improper construction or design or the
          failure of the Licensed Product(s) to comply with its written
          specifications or any express or implied warranties.

8.2  In the event that Dell becomes aware of any such claim, Dell shall: (i)
     notify Licensor of such claim, (ii) cooperate with Licensor in the defense
     thereof. Licensor and Dell, at Dell's discretion, shall have the right to
     participate in the defense of any such claim or action. Dell shall not
     settle any such claims without the Licensor's prior consent, which consent
     shall not be unreasonably withheld. If Dell complies with the provisions
     hereof, Licensor will pay all damages, costs and expenses finally awarded
     to third parties against Dell in such action.

8.3  In addition to Licensor's obligations under Subsection 8.1 above, in the
     event that a claim of infringement is made with regard to the Licensed
     Product(s), or in Licensor's opinion might be held to infringe as set forth
     above, Licensor shall, at its own expense and option, procure for Dell the
     right to exercise the rights and licenses granted to Dell under this
     Agreement or modify the Licensed Product(s) such that it is no longer
     infringing. If neither of such alternatives is, in Licensor's opinion,
     commercially reasonable, the infringing Product shall be returned to
     Licensor and Licensor 's sole liability, in addition to its obligation to
     reimburse awarded damages, costs and expenses set forth above, shall be to
     refund the amounts paid to Licensor by Dell for such Product. Licensor will
     have no liability for any claim of infringement arising as a result of
     Dell's use of a Product in combination with any items not supplied by
     Licensor, or any modification of a Product by Dell or third parties.

     THIS SECTION 8 STATES THE ENTIRE LIABILITY OF LICENSOR TO DELL OR ANY
     SUBSEQUENT PURCHASER, LESSEE, END USER OR ASSIGNEE OF PRODUCTS CONCERNING
     INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING BUT NOT LIMITED TO,
     PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Dell Confidential                       4



9.0  TERM AND TERMINATION OF AGREEMENT

9.1  Unless earlier terminated as provided below, the term of this Agreement
     shall be for three (3) years from the Effective Date and, unless either
     party gives thirty (30) days notice of nonrenewal prior to the end of the
     initial term or any renewal term, this Agreement shall automatically renew
     for successive one (1) year periods.

9.2  Either Party may, at its option and upon written notice to the other Party,
     terminate this Agreement if: (a) a material breach of this Agreement by the
     other Party is not remedied within thirty (30) Days after the breaching
     Party's receipt of written notice of the breach; (b) the other Party admits
     in writing its inability to pay its debts generally as they become due,
     files a petition for bankruptcy or executes an assignment for the benefit
     of creditors or similar document; (c) a receiver, trustee in bankruptcy or
     similar officer is appointed for the other Party's property; or (d) a
     majority interest of the equity or assets of the other Party is transferred
     to an unrelated third party or this Agreement is assigned without the prior
     written consent of the other Party to this Agreement. Dell may terminate
     this Agreement without cause upon prior written notice to the other party.
     Neither party will have any liability to the other arising from such a
     termination of the Agreement, provided the termination is properly noticed

9.3  All licenses and sublicenses granted to customers and other licensees under
     this Agreement, and all provisions of Sections, 9.0, 10.0 and 11.0, shall
     survive any expiration or termination of this Agreement and shall bind the
     parties and their successors, heirs, assigns and legal representatives. In
     addition, Licensor's obligations under Section 4, 5, 6,7 and 8 shall
     survive for one (1) year after any expiration or termination of this
     Agreement in order for Dell to satisfy its then existing contractual
     obligations to its customers and licensees. Dell shall retain a limited
     license in accordance with Section 2 to use the Licensed Product(s) in
     order to satisfy such obligations and to exhaust its inventory of Licensed
     Product(s) existing at expiration or termination, provided that Dell's
     right to exhaust any such inventory shall not extend beyond 180 days after
     expiration or termination. Thereafter, Dell agrees to return or destroy all
     additional copies of the Licensed Product(s) in its possession.

10.0 LIMITATION OF LIABILITIES

10.1 EXCEPT AS SET FORTH IN SECTION 10.2, NEITHER PARTY SHALL BE LIABLE FOR ANY
     INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY PART OF
     THIS AGREEMENT EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 EXCEPT FOR LICENSOR'S OBLIGATIONS UNDER SECTION 9 "INDEMNIFICATION" AND
     SECTION 12 "CONFIDENTIALITY", DELL AGREES THAT LICENSOR'S LIABILITY TO DELL
     IN ANY WAY CONNECTED WITH THE SALE OF PRODUCTS TO DELL, REGARDLESS OF THE
     FORM OF ACTION, SHALL IN NO EVENT EXCEED THE PRICE PAID BY DELL FOR SUCH
     PRODUCTS. UNDER NO CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR ANY DAMAGES
     RESULTING FROM LICENSOR 'S FAILURE TO MEET ANY DELIVERY SCHEDULE, EVEN IF
     LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
     WILL LICENSOR BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR
     SERVICES, LOST PROFITS, LOST OPPORTUNITY COSTS OR ANY SPECIAL, INDIRECT,
     CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF
     LIABILITY, ARISING IN ANY WAY OUT OF THESE TERMS OR THE SALE OF PRODUCTS OR
     SERVICES TO DELL. THIS LIMITATION SHALL APPLY EVEN IF LICENSOR HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE
     OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY.

11.0 CONFIDENTIAL INFORMATION

11.1 The parties agree that information exchanged under this Agreement that is
     considered by either party to be confidential information will be subject
     to the terms and conditions of the non-disclosure agreement in place
     between the parties. If the parties have not executed a non-disclosure
     agreement, the parties will negotiate in good faith the terms of such an
     agreement. Licensor shall not provide to Dell any information that is
     considered confidential information of any third party.

Dell Confidential                       5



11.2 At Dell's request, which shall not be made more frequently than once per
     quarter per year, Licensor will provide unaudited, or audited, financial
     statements to Dell.

12.0 [***]

13.0 MISCELLANEOUS

13.1 This Agreement shall in no way preclude Dell from independently developing,
     having developed or acquiring or marketing any products or services nor
     shall it in any way preclude Dell from entering into any similar agreement
     with any other party.

13.2 Dell shall have full freedom and flexibility in its decisions concerning
     the distribution and marketing of the Licensed Product(s) including,
     without limitation, the decision of whether or not to distribute or
     discontinue distribution of the Licensed Product(s). Dell does not
     guarantee that its marketing, if any, of the Licensed Product(s) will be
     successful.

13.3 This Agreement may not be assigned by Licensor, in whole or in part,
     including without limitation by operation of law, in a merger or stock or
     asset sale, without the express written permission of Dell. If Licensor
     makes any attempt to assign this Agreement without Dell's written consent,
     Dell will have the option to immediately terminate this Agreement. No
     permitted assignment or subcontract by Licensor shall relieve Licensor of
     any obligations hereunder. Licensor shall always remain jointly and
     severally liable with any assignees under this Agreement. In the event Dell
     terminates this Agreement under this section Licensor will have no
     liability to Dell in respect of such termination.

13.4 Licensor is an independent contractor. Licensor is not a legal
     representative or agent of Dell, nor shall Licensor have the right or
     authority to create or incur any liability or any obligation of any kind,
     express or implied, against, or in the name of, or on behalf of Dell.

13.5 Provider represents and warrants that the prices for Products shall not be
     less favorable than prices applicable to sales by Provider to any other
     customer purchasing like quantities of the same products under comparable
     terms. If at any time during the term of this Agreement Provider accords to
     any other such customer more favorable prices, Provider shall immediately
     offer to sell the Products to Dell at equivalent prices accorded to such
     other customer. Dell, or Dell's agent, may audit Provider's compliance with
     this Section 5 upon reasonable notice to Provider and subject to the
     confidentiality provisions of Section 15 of this Agreement and the
     applicable NDA, Dell may audit Provider's manufacturing locations or
     corporate headquarters and review and copy any information reasonably
     relevant to the purpose of any audit permitted by this Agreement.
     Notwithstanding anything to the contrary contained herein, Licensor shall
     have no obligation to disclose confidential information which is the
     subject of another confidentiality agreement. In addition, Dell may: (a)
     inspect Products at any stage of production or testing; (b) review
     Provider's facilities and quality control procedures; and (c) accompany
     Dell customers on visits to Provider's manufacturing locations. Provider
     will furnish, or cause to be furnished (without charge), all reasonable
     facilities and assistance necessary for the safety and convenience of any
     personnel performing the audits.

13.6 Licensor shall not publicize the existence of this Agreement with Dell nor
     refer to Dell in connection with any promotion or publication without the
     prior written approval of Dell. Further, Neither Party shall disclose the
     terms and conditions of this Agreement to any third party, including, but
     not limited to, any financial terms, except as required by law or with the
     prior written consent of the other Party.

13.7 Licensor shall comply with all applicable governmental laws, statutes,
     ordinances, administrative orders, rules and regulations including, without
     limitation, those related to the export of technical materials. Licensor
     shall provide Dell with prompt written notice of any export restrictions
     related to the Licensed Product(s).

13.8 Any and all written notices, communications and deliveries between Licensor
     and Dell with reference to this Agreement shall be deemed made on the date
     of mailing if sent by registered or certified mail to the respective
     address of the other party as follows:

Dell Confidential                       6



              In the case of Dell:        Dell Products L.P.
                                          One Dell Way
                                          [***]
                                          Round Rock, TX 78682
                                          Attn: [***]

              In the case of Licensor:    CommVault Systems, Inc.
                                          2 Crescent Place
                                          Oceanport, NJ 07757
                                          Attn: Finance
                                                Cc: Legal Department

13.9  This Agreement shall be governed by and interpreted in accordance with the
      laws of the State of New York, U.S.A. without regards for its rules of
      conflict of laws, as if this Agreement was executed in and fully performed
      within the State of New York. Both parties hereby waive any right to a
      trial by jury relating to any dispute arising under or in connection with
      this Agreement.

13.10 Should any provision herein be held by a court of competent jurisdiction
      to be illegal, invalid or unenforceable, such provision shall be modified
      to reflect the intentions of the parties. All other terms and conditions
      shall remain in full force and effect.

13.11 No amendment, modification or waiver of any provision of this Agreement
      shall be effective unless set forth in a writing executed by an authorized
      representative of each party. No failure or delay by either party in
      exercising any right, power or remedy will operate as a waiver of any such
      right, power or remedy. No waiver of any provision of this Agreement shall
      constitute a continuing waiver or a waiver of any similar provision unless
      expressly set forth in a writing signed by an authorized representative of
      each party.

13.12 Since Dell transacts business with the United States government, Licensor
      must comply with the applicable federal laws and Federal Acquisition
      Regulations ("FARs") including the following:

      It is Dell's policy to take affirmative action to provide equal employment
      opportunity without regard to race, religion, color, national origin, age,
      sex, disability, veterans status or any other legally protected status. As
      a condition of doing business, Dell requires Licensor to practice equal
      opportunity employment and to comply with Executive Order 11246, as
      amended, Section 503 of the Rehabilitation Act of 1973, and Section 4212
      of the Vietnam Era Veteran's Readjustment Assistance Act of 1974, all as
      amended, and the relevant Regulations and Orders of the U.S. Secretary of
      Labor. Additionally, to the extent required by applicable law, the
      following sections of Chapter 60 of Title 41 of the Code of Federal
      Regulations are incorporated by reference in this Agreement and each
      Order: 41 CFR 60-1.4(a); 41 CFR 60-1.8; 41 CFR 60-741; 41 CFR 60-250; 41
      CFR 60-1.7; 41 CFR 60-1.40.

      It is the policy of the United States (FAR 52.219-8) that small business
      concerns, small business concerns owned and controlled by socially and
      economically disadvantaged individuals and small business concerns owned
      and controlled by women shall have the maximum practicable opportunity to
      participate in performing contracts for any Federal agency. Licensor
      agrees to comply with this policy and to provide reporting of data as
      requested to the Small Business Liaison Officer, Dell, Inc., One Dell Way,
      Round Rock, Texas, 78682.

13.13 This Agreement sets forth the entire agreement and understanding of the
      parties relating to the subject matter contained herein, and merges all
      prior discussions and agreements, both oral and written, between the
      parties. Nothing in any purchase order, invoice, order acknowledgment, or
      other document of Licensor shall be of any effect whatsoever and may not
      affect, alter, or modify the terms and conditions of this Agreement. If
      the terms and conditions of this Agreement conflict with any terms of a
      Dell purchase order relating to the Licensed Product(s), the terms and
      conditions of this Agreement shall govern. The terms and conditions set
      forth in Supplements are hereby incorporated into this Software License
      Agreement by reference. If the terms and conditions of this Software
      License Agreement conflict with any terms and conditions contained in a
      Supplement, the terms and conditions of the Supplement shall govern.

Dell Confidential                       7



13.14      [***]

IN WITNESS WHEREOF, the parties hereto have duly executed this Software License
Agreement by their respective duly authorized officers to be effective as of the
Effective Date as first written above.

DELL PRODUCTS L.P.                     COMMVAULT SYSTEMS, INC.

By: /s/ Illegible                      By: /s/ David R. West

Title: Director, WWP                   Title: VP Business Development

Date: Dec 22, 2003                     Date: Dec. 18, 2003

Dell Confidential                       8



                                    EXHIBIT A

                        SOFTWARE COMPLIANCE QUESTIONNAIRE

NOTE: ENCRYPTED SOFTWARE EXPORT CONTROLS

In accordance with the U.S. Export Administration Regulations, certain software
and items possessing encryption capabilities may require formal export licenses
before they can be exported and/or re-exported from the United States.

In order to make proper licensing determinations of your software and/or
commodity it is essential that you complete the questions on the following page.

If you need assistance or have questions, please contact [***] at: [***] or tel:
[***].

If your software has not been classified and you have questions on how to
classify your software, refer to the BXA (Bureau of Export Administration)
Website at http://www.bxa.doc.gov. Under the category of Getting Help and
Contacting Us, click on the General Fact Sheets. Then click on Explanation of
what commodity classifications are or Guidance on requesting a commodity
classification.

If you are unable to provide the information required, please forward this
questionnaire to your Export Controls or Legal department.

This is a legal matter which deals with regulations on export controls and
compliance. We trust we can count on your maximum cooperation, in providing us
with the requested information by return fax to [***], or e-mail to [***].

Yours truly,

Dell, Inc.
Worldwide Export Compliance Organization

Dell Confidential                       9



SOFTWARE QUESTIONNAIRE

     COMPANY NAME: _____________________________________________________________

     PRODUCT NAME & VERSION NUMBER: _______________ COUNTRY OF ORIGIN: _________

     EXPORT COMMODITY CONTROL NUMBER (ECCN): __________ LICENSE EXCEPTION: _____

     IF YOUR LICENSE EXCEPTION IS ENC, HAVE YOU HAD YOUR 1X REVIEW FOR RETAIL
     EXEMPTION? YES OR NO

CCAT NUMBER: _____________

IF PRODUCT IS 5D002, ENC, PLEASE PROVIDE A COPY OF THE BXA CLASSIFICATION
VERIFICATION (CCAT).

1.    What is the functionality of your software (i.e.: word processing,
      engineering/design, communication, operating system, etc.)?
      ___________________________________________________________


2.    What type of equipment is the software used to support (i.e.:
      telecommunications, manufacturing/test, computers, etc.)? Please be
      specific.
      ___________________________________________________________

3.    Is your software available to the public via sales from stock at retail
      selling points by means of "over-the-counter" transactions, mail order,
      or telephone call transactions (Mass Market)?

      _______________________ IF YES, PLEASE FORWARD A COPY OF BXA APPROVAL.

4.    Is your software designed for installation by the user without further
      substantial support (substantial support does not include telephone (voice
      only) help line services for installation or basic operation, or basic
      operation training provided by the supplier? _____________________________
      _________________________________

5.    Does your software or commodity have encryption capabilities? ____________
      _______________________

IF THE ANSWER TO QUESTION 5 ABOVE IS "NO", YOU DO NOT NEED TO COMPLETE THE
REMAINING QUESTIONS ON THIS FORM.

6.    What function does the encryption provide (i.e.: password protection, data
      encryption, etc.? Please be specific.
      _______________________________________________________________________

7.    Does the data encryption algorithm exceed a key space of 64 bits?  _______
      ____________________

8.    What is the specific bit level of encryption? ____________________________
      ___________________

9.    Does your software or commodity allow the alteration of the data
      encryption mechanism and its associated key spaces by the user?
      ______________________________________________________________

10.   Please provide a brief written summary of the encryption technology used
      in the design of the software or commodity in question. Please be sure to
      identify the type of algorithm used.
      _____________________________________________________________________
      _____________________________________________________________________

Dell Confidential                       10



11.   Is there an EXPORT version of the software named above? __________________
      _______________

THIS FORM COMPLETED BY:

Name: ________________ Title: ________________ Signature: ____________________

Date: _______________ Phone #: ________________

Dell Confidential                      11



                               PRICING SUPPLEMENT
                                     TO THE
                          SOFTWARE LICENSING AGREEMENT
                                     BETWEEN
                                      DELL
                                        &
                             COMMVAULT SYSTEMS, INC.



SKU DESCRIPTION              [***]      [***]        MSRP      DISCOUNT
- ---------------              -----      -----       -----      --------
                                                   
[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]                        [***]      [***]       [***]        [***]

[***]

[***]                                               [***]        [***]


Dell Confidential                       12



                                   SCHEDULE C
                               ENTERPRISE SUPPORT

[***]

Dell Confidential                      13

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.19

                                  ADDENDUM ONE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum One ("Addendum One") to the Software License Agreement dated
December 17, 2003 (the "Agreement"), is entered into by and between DELL
PRODUCTS L.P. (HEREINAFTER "DELL") WITH ITS PRINCIPAL PLACE OF BUSINESS AT ONE
DELL WAY, ROUND ROCK, TEXAS 78682, AND COMMVAULT SYSTEMS, INC., (HEREINAFTER
"COMMVAULT") A DELAWARE CORPORATION HAVING A PRINCIPAL PLACE OF BUSINESS AT 2
CRESCENT PLACE, OCEANPORT, NEW JERSEY 07757 AND IS EFFECTIVE AS OF THE 11TH DAY
OF MARCH, 2004 (THE "EFFECTIVE DATE")

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

1. COMMVAULT agrees to assist Dell with processing orders and key codes for as
long as Dell continues to offer customers COMMVAULT software products. Both
parties will work to define a mutually agreeable process.

Customer Data: To the extent that COMMVAULT received Dell's customer data,
including but not limited to customer name, telephone number, address, email
address or any data that identifies a particular customer ("Customer Data"),
COMMVAULT shall (i) treat such data as confidential in accordance with the
Confidentiality provisions of this Agreement, Dell's posted Privacy Policy, as
attached Exhibit A to this Addendum One, and any applicable laws, rules, and
regulations; (ii) use such data only as necessary to perform the requested
service and not for any independent marketing activities, and (iii) transmit
such data via secure means.

In the event that Dell's Privacy Policy changes and Dell desires to update the
policy, Dell shall notify COMMVAULT of the change by written notice, at which
time Exhibit A of this Addendum One will be deemed to have been amended with the
updated policy.

2. Replace the first sentence of section 3.1 with the following:

      "Within [***] days after the end of Dell's fiscal quarters, as described
in Section 3.4 below, Dell will report and pay COMMVAULT a per copy royalty as
set forth in the Pricing Supplement for each copy of the Licensed Product(s)
distributed by Dell for revenue."

3. Add the following section 3.4:

Confidential                         Page 1



[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

      "3.4 Dell shall submit royalty reports within [***] days after the end of
Dell's [***]. For the purposes of royalty reporting, Dell's [***] are
approximately: [***]."

4. The Pricing Supplement to Agreement is hereby replaced in its entirety with
the attached Exhibit B to this Addendum. For clarification purposes, the term
"Update Protection" shall mean that COMMVAULT will provide, on a when-and-if
available basis, any error fixes, release updates and modifications but not any
new functionality sets that are sold separately by COMMVAULT, as evidenced by a
separate sku classification and shall also include Level III support, as
specified in Section 4.0 of Schedule C to the Agreement.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.

COMMVAULT SYSTEMS INC.                    DELL PRODUCTS L.P.

By:     /s/ David West                    By:      /s/ Joseph Kanicki
   --------------------------------          -------------------------------

Name:   David West                        Name:    Joseph Kanicki
     ------------------------------            -----------------------------

Title:  VP Business Development           Title:   Senior Manager
      -----------------------------             ----------------------------

Date:   4/27/04                           Date:    May 5, 2004
     ------------------------------            -----------------------------

Confidential                         Page 2



                                    EXHIBIT A
                              DELL'S PRIVACY POLICY

                              DELL'S PRIVACY POLICY
                            As posted on www.dell.com

Dell respects your privacy. Across our business, around the world, we will only
collect, store and use your personal information for defined purposes. We use
your information to support and enhance our relationship with you, for example,
to process your purchase, provide service and support, and share product,
service and company news and offerings with you. We do not sell your personal
information. We only share your personal data outside the Dell family of
companies with your consent, as required by law or to protect Dell, its
customers, or the public, or with companies that help Dell fulfill its
obligations with you, and then only with partners who share Dell's commitment to
protecting your privacy and data. At any time you may contact Dell with any
privacy questions or concerns you may have. You also may ask at any time to see
the data you have given us and request correction or deletion. We strive to
ensure a high level of security and confidentiality.

PRIVACY AND DATA SECURITY

At Dell, your right to privacy and data security is a primary concern. That's
why, when you visit dell.com, we help you maintain control over your personal
data on the Internet. Below are the guidelines we use for protecting the
information you provide us during a visit to our Internet site or when you use
our online support offerings such as support.dell.com or support applications
loaded on your computer. Please refer to your warranty statement or Dell's Total
Satisfaction Policy for policies that apply to information contained on hard
drives returned to Dell. Other Dell and Dell co-branded sites may operate under
their own privacy and security policies. Visit www.nclnet.org/essentials to
learn more about how to protect your privacy on the Internet through a consumer
education campaign called Online E-ssentials, developed by Dell in partnership
with the National Consumers League.

Dell is a proud participant in the BBB Online(R) Privacy Program. The BBB OnLine
Privacy Program is backed by an organization noted for its expertise and
experience in conducting successful national self-regulation programs - the
Council of Better Business Bureaus. The mission of BBB OnLine is to promote
trust and confidence on the Internet by advocating ethical online business
practices. Further information about this program is available at
http://www.bbbonLine.org.

Dell's Privacy statement discloses the privacy guidelines for the entire
domestic Dell Web site. THE GUIDELINES AT THIS SITE ARE APPLICABLE ONLY TO THIS
DOMESTIC WEB SITE.

LOGO

DELL ONLY ASKS FOR SPECIFIC TYPES OF PERSONAL INFORMATION

In a few areas on our Web site and online customer support tools, we ask you to
provide information that will enable us to enhance your site visit, to assist
you with technical support issues or to follow up with you after your visit. It
is completely optional for you to participate.

For example, we request information from you when you:

      1.    Register on dell.com
      2.    Request a quote
      3.    Place an order
      4.    Provide feedback in an online survey
      5.    Participate in a sweepstakes or other promotional offer
      6.    Request e-mail notification of your order status (called "Order
            Watch")
      7.    Subscribe to a newsletter or a mailing list

Confidential                         Page 3



      8.    Request assistance from our "Product Advisor"
      9.    Fill our a support request

In each of the instances above, we may ask for your name, e-mail address, phone
number, address, type of business, customer preference information, customer
number and service tag number, as well as other similar personal information
that is needed to register or subscribe you to services or offers. If we ever
ask for significantly different information we will inform you. In the case of
newsletters or mailing lists, you will be able to "unsubscribe" to these
mailings at any time.

DELL ONLY USES YOUR PERSONAL INFORMATION FOR SPECIFIC PURPOSES

The information you provide will be kept confidential and used to support your
customer relationship with Dell. Among other things, we want to help you quickly
find information on dell.com and alert you to product upgrades, special offers,
updated information and other new products and services from Dell. Agents or
contractors of Dell who have access to your personal information and prospect
information are required to keep the information confidential and not use it for
any other purpose than to carry out the services they are performing for Dell.
Dell may enhance or merge your information collected at its site with data from
third parties for purposes of marketing products or services to you.

In addition, Dell may be required to disclose personal information in connection
with law enforcement, fraud prevention, regulation, and other legal action or if
Dell reasonably believes it is necessary to do so to protect Dell, its
customers, or the public.

YOU CAN OPT-OUT OF RECEIVING FURTHER MARKETING FROM DELL AT ANY TIME

Periodically, we may send you information about our various products and
services, or other products and services we feel may be of interest to you. Only
Dell (or agent working on behalf of Dell and under confidentiality agreements)
will send you these direct mailings. If you do not want to receive such
mailings, simply tell us when you give us your personal information. Or, at any
time you can easily opt-out of receiving further marketing from Dell by clicking
here.

DELL WILL NOT DISCLOSE YOUR PERSONAL INFORMATION TO ANY OUTSIDE ORGANIZATION FOR
ITS USE IN MARKETING WITHOUT YOUR CONSENT

Information regarding you (such as name, address and phone number) or your order
and the products you purchase will not be given or sold to any outside
organization for its use in marketing or solicitation without your consent. Your
information may be shared with agents or contractors of Dell for the purposes of
performing services for Dell.

INTERNET COMMERCE

The online store at dell.com is designed to give you options concerning the
privacy of your credit card information, name, address, e-mail and any other
information you provide us. Dell is committed to data security with respect to
information collected on our site. We offer the industry standard security
measures available through your browser called SSL encryption, (please see
Dell's Store Security page for details on these security measures). If at any
time you would like to make a purchase, but do not want to provide your credit
card information online, you may contact a sales representative over the
telephone. Simply call 1-800-WWW-DELL. It has always been a Dell practice to
contact customers in the event of a potential problem with your purchase or any
normal business communication regarding your purchase.

CUSTOMIZED EXPERIENCE

We use technology to help us deliver customized visitor experiences. At Dell, we
primarily use "cookies" to help us determine which service and support
information is appropriate to your machine and to maintain your shopping
experience in our online store. Our use of this technology does not mean that we
automatically know any information about you. We might be able to ascertain what
type of computer you are using, but beyond that, our use

Confidential                         Page 4



of cookies is designed only to provide you with a better experience when using
www.dell.com. Dell has no desire or intent to infringe on your privacy while
using the dell.com site. For more information about our use of cookies, please
click here.

THIRD-PARTY SALES

Please be aware that other web sites that may be accessed through our site may
collect personally identifiable information about you. The information practices
of those third-party web sites linked to Dell.com are not covered by this
privacy statement. We generally use the "___" symbol to mark links that go to
third-party sites.

You are solely responsible for maintaining the secrecy of your passwords or any
account information. Please be careful and responsible whenever you're online.
If you post personal information online that is accessible to the public, you
may receive unsolicited messages from other parties in return. While we strive
to protect your personal information, Dell cannot ensure or warrant the security
of any information you transmit to us, and you do so at your own risk.

CHILDREN'S PRIVACY (AGE 12 AND UNDER)

Dell takes children's privacy seriously.

Dell does not seek to collect personal information about children through its
Web site. Dell does not condition a child's participation in an activity on the
disclosure of more personal information than is reasonably necessary to
participate in the activity.

If we become aware that a person submitting a personal information to us through
any part of our Web site is a child, we delete the information as soon as we
discover it and do not use it for any purpose, nor do we disclose it to third
parties.

Since we do not seek to collect any personal information about children, and we
delete any information collected inadvertently as soon as we discover that a
child has submitted it, we typically retain no information about children that
could be reviewed or deleted. If a parent requests review or deletion of
information about their child before we have discovered and deleted the
information, then we will of course honor that request.

OTHER WEB SITES

Dell's Web site contains links to other Web sites that are not operated by Dell.
Dell is not responsible for the privacy practices of the Web sites that it does
not operate. Some parts of the Web site are animated using various downloadable
applications, such as Macromedia's Shockwave/Flash. We also make video available
through RealNetwork's Media-Player, and use the video hosting services of
Broadcast.com. Futures-Careers, Macromedia, RealNetworks, and Broadcast.com
operate under their own privacy and security policies, and the way they may
collect and use information can be further evaluated at: www.macromedia.com,
www.realnetworks.com, and www.broadcast.com.

CONTACT DELL

Dell is the sole operator of the Dell Web site. If you would like to contact us
for any reason regarding our privacy practices, please write us at the following
address:

Dell Computer Corporation
Attention:  Privacy
One Dell Way
Round Rock, Texas  78682

You may also click here and fill out the e-mail form under the topic: "Privacy
Info: Request"

Confidential                         Page 5



DELL WANTS TO HELP YOU KEEP YOUR PERSONAL INFORMATION ACCURATE

You can request the individual information that Dell has collected by submitting
a request here. To view or edit the information that has been stored online,
please visit the My Account section of the Dell Web site.

Effective Date:  Oct. 11, 2003

Confidential                         Page 6



                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.



                                                                                             1YR
                                                                               DELL         UPDATE      3YR UPDATE
SKU DESCRIPTION      [***]       [***]            MSRP        DISCOUNT       SW COST      PROTECTION    PROTECTION
- ---------------      -----       -----        -----------     --------     -----------   -----------   ------------
                                                                                  
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]               [***]       [***]        $     [***]       [***]      $     [***]   $     [***]   $     [***]
 [***]
 [***]
 [***]
 [***]
 [***]
 [***]
 [***]                                        $     [***]       [***]      $     [***]   $     [***]   $     [***]


Confidential                         Page 7

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.20

                                  ADDENDUM TWO
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum Two ("Addendum Two") to the Software License Agreement dated
December 17, 2003 (the "Agreement"), is entered into by and between DELL
PRODUCTS L.P. (HEREINAFTER "DELL") WITH ITS PRINCIPAL PLACE OF BUSINESS AT ONE
DELL WAY, ROUND ROCK, TEXAS 78682, AND COMMVAULT SYSTEMS, INC., (HEREINAFTER
"COMMVAULT") A DELAWARE CORPORATION HAVING A PRINCIPAL PLACE OF BUSINESS AT 2
CRESCENT PLACE, OCEANPORT, NEW JERSEY 07757 AND IS EFFECTIVE AS OF THE 30TH DAY
OF OCTOBER, 2004 (THE "EFFECTIVE DATE").

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

      1.    The Pricing Supplement to the Agreement is hereby replaced in its
            entirety with the attached Exhibit B to this Addendum.

      2.    [***]. Dell shall coordinate with CommVault support to ensure that
            customers who receive support and product updates are eligible for
            such services. CommVault's MSRP for annual maintenance contracts is
            [***] of product list price. Dell's cost to CommVault is [***] of
            software cost and reflected in the Exhibit B to this Addendum.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.



COMMVAULT SYSTEMS INC.                    DELL PRODUCTS L.P.

By:    /s/ David R. West                  By:    /s/ Joseph Kanicki
   -----------------------------------       -----------------------------------
Name:  David R. West                      Name:  Joe Kanicki
     ---------------------------------         ---------------------------------
Title: VP Business Development            Title: Sr. Manager - WWSP
      --------------------------------          --------------------------------
Date:  11/15/2004                         Date:  11/22/2004
     ---------------------------------         ---------------------------------



                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.



                                                                                                  DELL SW              1 YR. UPDATE
SKU           SKU DESCRIPTION       [***]        [***]           MSRP              DISCOUNT         COST                PROTECTION
- ------        ---------------       -----        -----        -----------          --------     ------------           -------------
                                                                                                  
                                                 [***]
SKU1          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU2          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU3          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU4          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU5          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU6          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU7          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU8          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU9          [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU10         [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU11         [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU12         [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU13         [***]                              [***]        $     [***]           [***]        $    [***]             $     [***]
SKU14         [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU15         [***]                 [***]        [***]        $     [***]           [***]        $    [***]             $     [***]
SKU16         [***]                                           $     [***]           [***]        $    [***]             $     [***]
SKU17         [***]                                           $     [***]           [***]        $    [***]             $     [***]
SKU18         [***]                                           $     [***]           [***]        $    [***]             $     [***]
SKU19         [***]                                           $     [***]           [***]        $    [***]             $     [***]

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.21

                                 ADDENDUM THREE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum ("Addendum") to the Software License Agreement dated December 17,
2003 (the "Agreement"), is entered into by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., (hereinafter "Commvault" or
"Supplier"), a Delaware corporation having a principal place of business at 2
Crescent Place, Oceanport, New Jersey 07757 (hereinafter "Licensor") and is
effective as of the 1st day of May, 2005 (the "Effective Date").

                                    RECITALS

WHEREAS, COMMVAULT and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain COMMVAULT software products;

WHEREAS, the parties now desire to amend the Agreement to provide that COMMVAULT
shall, for an additional fee, take on Level 2 Support obligations for new and
existing customers commencing on the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and COMMVAULT agree as follows:

Any capitalized terms define din this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

1. Section 4.0 of Schedule C, Enterprise Support shall be modified by replacing
the existing first sentence in such section so that it reads as follows:

      [***]

2. Section 2 of Addendum Two to the License and Distribution Agreement, dated as
of October 30, 2004, which sets forth the price that Dell pays CommVault for
annual maintenance contracts, shall be amended in its entirety so that it reads
as follows:

      [***]. Dell shall coordinate with CommVault support to ensure that
      customers who receive support and product updates are eligible for such
      services. CommVault's MSRP

                                     Page 1


[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

      for annual maintenance contracts is [***] of product list price. Dell's
      cost to CommVault is [***] of software cost and reflected in the Exhibit B
      to this Addendum.

3.    A new Section 3.5 shall be added to the Agreement that reads as follows:

      In addition to the report set forth in Section 3.4 above, Dell shall also
      submit [***] royalty reports to CommVault within [***] days after the end
      of each [***].

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

                                     Page 2


IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.

COMMVAULT SYSTEMS INC.                   DELL PRODUCTS L.P.

By:     /s/ David West                   By:     /s/ Joseph J. Kanicki
   -------------------------------          ----------------------------------
Name:   David West                       Name:   Joseph J. Kanicki
     -----------------------------            --------------------------------
Title:  VP Business Development          Title:  Senior Manager
      ----------------------------             -------------------------------
Date:   4-28-2005                        Date:   4-28-05
     -----------------------------            --------------------------------

                                     Page 3


                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.



                                                                                          1 YR.
                                                                SW           DELL SW      UPDATE        TOTAL
DELL SKU     SKU DESCRIPTION           [***]     [***]         MSRP           COST      PROTECTION       COGS
- --------     ---------------           -----     -----        ------        --------    ----------      ------
                                                                                   
SKU 1        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 2        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 3        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 4        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 5        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 6        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 7        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 8        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 9        [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 10       [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 11       [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 12       [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
SKU 13       [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
             [***]
SKU 14       [***]                     [***]     [***]        $  [***]        [***]        [***]         [***]
             [***]
SKU 15       [***]                                            $  [***]        [***]        [***]         [***]
SKU 16       [***]                                            $  [***]        [***]        [***]         [***]


                                     Page 4

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.22

                                  ADDENDUM FIVE
                                     TO THE
                       LICENSE AND DISTRIBUTION AGREEMENT
                                     BETWEEN
                               DELL PRODUCTS L.P.
                                       AND
                             COMMVAULT SYSTEMS, INC.

This Addendum ("Addendum") to the Software License Agreement dated December 17,
2003 (the "Agreement"), is entered into by and between Dell Products L.P.
(hereinafter "Dell") with its principal place of business at One Dell Way, Round
Rock, Texas 78682, and CommVault Systems, Inc., (hereinafter "CommVault") a
Delaware corporation having a principal place of business at 2 Crescent Place,
Oceanport, New Jersey 07757 (hereinafter "Licensor") and is effective as of the
23rd day of May, 2006 (the "Effective Date")

                                    RECITALS

WHEREAS, CommVault and Dell entered into the Agreement through which COMMVAULT
granted Dell various rights to distribute certain CommVault software products;

WHEREAS, CommVault and Dell wish to amend the Agreement and replace all Pricing
Supplements previously agreed to and attached to the Agreements, including the
initial Pricing Supplement, and as Addendum #1 dated April 26, 2004, Addendum #2
dated October 30, 2004, Addendum #3 dated May 1, 2005, and Addendum #4 dated
November 15, 2005.

NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein and for other good and valuable consideration, the receipt of which both
parties hereby acknowledge, Dell and CommVault agree as follows:

Any capitalized terms defined in this Addendum are specific to this Addendum
only, and do not modify or change the meaning set forth in the Agreement. Unless
expressly defined in this Addendum, the capitalized terms in this Addendum are
as defined in the Agreement. The Agreement shall remain in full force and effect
except as supplemented and amended herein.

      1.    Any and all Pricing Supplements to the Agreement are hereby replaced
            in its entirety with the attached Exhibit B to this Addendum.

      2.    [***].

      3.    Due in part to the [***] efforts undertaken by CommVault, the
            provisions of Section 13.5 of the Agreement shall no longer apply,
            and Section 13.5 shall hereinafter be deleted in its entirety for
            the sole purpose of this Addendum. This paragraph 3 does not amend
            the Agreement for subsequent addenda.

No other changes or modification are intended by this Addendum. All other terms
and conditions of the Agreement are in effect.

IN WITNESS WHEREOF, the parties have executed this Addendum by their duly
authorized representatives as of the date first set forth above.

COMMVAULT SYSTEMS INC.                                  DELL PRODUCTS L. P.

By: /s/ David R. West                        By: /s/ Joseph Kanicki
   ---------------------------------------   ----------------------------------

Name: David R. West                          Name: Joseph Kanicki
      ------------------------------------         ----------------------------

Confidential                             Page 1



Title: VP Marketing & Business Development   Title: Senior Manager, Dell, Inc.
      ------------------------------------          ---------------------------

Date: 5/22/06                                Date: 6/6/2006
      ------------------------------------         ----------------------------

Confidential                             Page 2



                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.


                                  FULL GALAXY

                                           1yr update
DELL                                    protection includes   Enhanced
SKU    SKU DESCRIPTION   Dell SW Cost     L2/L3 Support        Support   Total COGS
- -----  ---------------   ------------   -------------------   --------   ----------
                                                          
SKU1      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU2      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU3      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU4      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU5      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU6      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU7      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU8      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU9      [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU10     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU11     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU12     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU13     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU14     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU15     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU16     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU17     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU18     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU19     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU20     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU21     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU22     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU23     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU24     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU25     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU26     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU27     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU28     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU29     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU30     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU31     [***]            $ [***]          $ [***]           $ [***]     $ [***]
SKU32     [***]            $ [***]            [***]             [***]     $ [***]
SKU33     [***]            $ [***]            [***]             [***]     $ [***]
SKU34     [***]            $ [***]            [***]             [***]     $ [***]
SKU35     [***]            $ [***]            [***]             [***]     $ [***]


Confidential                             Page 3





                                 GALAXY EXPRESS

                                           1yr update
                                           protection
DELL                                      includes L2/L3
SKU    SKU DESCRIPTION   Dell SW Cost         Support         Enhanced   Total COGS
- -----  ---------------   ------------   -------------------   --------   ----------
                                                          
SKU36    [***]             $ [***]            $ [***]          $ [***]    $ [***]
SKU37    [***]             $ [***]            $ [***]          $ [***]    $ [***]
SKU38    [***]             $ [***]            $ [***]          $ [***]    $ [***]
SKU39    [***]             $ [***]            $ [***]          $ [***]    $ [***]
SKU40    [***]             $ [***]            $ [***]          $ [***]    $ [***]
SKU41    [***]             $ [***]            $ [***]          $ [***]    $ [***]


Confidential                             Page 4

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.

                                                                   EXHIBIT 10.23

                      COMMVAULT SYSTEMS RESELLER AGREEMENT

This Reseller Agreement is made as of the effective Date set forth below,
between CommVault Systems, 2 Crescent Place, Oceanport, New Jersey 07757
("CommVault") and Dell Inc, ("Reseller").

This agreement is entered into April 6, 2005.

WHEREAS, CommVault is engaged in the business of providing data storage
products.

WHEREAS, Reseller is a provider of information management solutions who wishes
to purchase software products from CommVault for the purposes of resale with
other products or services to customer in accordance with valid purchase orders.

THEREFORE, the parties agree as follows:

      1.    Price: Reseller receives a [***] discount on the MSRP of the SW.
            Reseller shall provide CommVault with an applicable tax exemption
            certificate. Reseller has the unrestricted right to determine the
            prices at which it resells any Product to its customers. No
            CommVault representative has the authority to suggest that Reseller
            charge a particular resale price for any product.

      2.    Purchase Orders: Reseller shall place purchase orders for software
            identified in exhibit 1 with CommVault through the Dell 3GFX order
            process. CommVault will accept or reject orders directly through the
            3GFX system.

      3.    Payment: CommVault will electronically invoice Reseller through the
            3DFX process and payment for Products, including any authorized
            partial shipments, shall be due in [***] from the date that Dell
            receives the invoice.

      4.    Rebate: CommVault will rebate the Reseller on select orders in the
            amount of [***] of the net S&P Software (SW licensing only). [***].

      5.    Timeframe: This agreement will be in force from Feb 1, 2005 through
            July 31, 2005. This agreement will be re-evaluated after each Dell
            Fiscal quarter and any changes will be made in writing and agreed to
            by both Dell and CommVault.

      6.    Territory: United States only.

This agreement is intended to supersede any previous reseller agreements between
Dell and CommVault.

                                                                          Page 1



(Continued from Page 1, CommVault Systems Reseller Agreement)

By signing below, the Reseller acknowledges that it has read, understands, and
agrees, to be bound by all terms and conditions of this Reseller Agreement,
including Exhibit 1 (together the "Agreement").

Dell, Inc.    ("Reseller")        CommVault Systems

/s/ Sean Cooper                   /s/ David R. West
- --------------------------        -----------------------
Signature                         Signature

Sean Cooper                       David R. West
- --------------------------        -----------------------
Name                              Name

Global Procurement                VP Business Development
- --------------------------        -----------------------
Title                             Title

4/25/05                           4/19/05
- --------------------------        -----------------------
Date                              Date

                                                                         Page 2



                                    Exhibit 1


                          MSRP/List
DELL SKU   DESCRIPTION      Price
- --------   -----------    ---------
                    
A0381892     [***]         [***]
A0131062     [***]         [***]
A0119474     [***]         [***]
A0119473     [***]         [***]
A0119472     [***]         [***]
A0146647     [***]         [***]
A0146646     [***]         [***]
A0143088     [***]         [***]
A0423903     [***]         [***]
A0422896     [***]         [***]
A0422908     [***]         [***]
A0422913     [***]         [***]
A0422916     [***]         [***]
A0429591     [***]         [***]
A0429592     [***]         [***]

A0131061     [***]         [***]
A0119471     [***]         [***]
A0119470     [***]         [***]
A0119469     [***]         [***]
A0223647     [***]         [***]
A0223649     [***]         [***]
A0223651     [***]         [***]
A0223645     [***]         [***]
A0131067     [***]         [***]
A0119468     [***]         [***]
A0119467     [***]         [***]
A0119466     [***]         [***]
A0131060     [***]         [***]
A0119607     [***]         [***]
A0119606     [***]         [***]
A0119605     [***]         [***]
A0131059     [***]         [***]
A0119604     [***]         [***]
A0119603     [***]         [***]
A0119602     [***]         [***]
A0119600     [***]         [***]
A0119598     [***]         [***]
A0119596     [***]         [***]


                                                                          Page 3




                    
A0131031     [***]         [***]

A0131057     [***]         [***]
A0119588     [***]         [***]
A0119587     [***]         [***]
A0119586     [***]         [***]
A0225276     [***]         [***]
A0225277     [***]         [***]
A0225278     [***]         [***]
A0225279     [***]         [***]
A0131056     [***]         [***]
A0119585     [***]         [***]
A0119584     [***]         [***]
A0119583     [***]         [***]
A0131055     [***]         [***]
A0119582     [***]         [***]
A0119581     [***]         [***]
A0119579     [***]         [***]
A0131091     [***]         [***]
A0119577     [***]         [***]
A0119568     [***]         [***]
A0119567     [***]         [***]
A0168288     [***]         [***]
A0119566     [***]         [***]
A0119565     [***]         [***]
A0119564     [***]         [***]
A0131065     [***]         [***]
A0119563     [***]         [***]
A0119562     [***]         [***]
A0119561     [***]         [***]

A0131100     [***]         [***]
A0131098     [***]         [***]
A0131096     [***]         [***]
A0131094     [***]         [***]
A0376336     [***]         [***]
A0223658     [***]         [***]
A0223660     [***]         [***]
A0389492     [***]         [***]
A0223662     [***]         [***]
A0223664     [***]         [***]
A0223666     [***]         [***]
A0423753     [***]         [***]


                                                                          Page 4




                    
A0423758     [***]         [***]
A0423766     [***]         [***]
A0423777     [***]         [***]
A0423779     [***]         [***]
A0423785     [***]         [***]

A0131064     [***]         [***]
A0119548     [***]         [***]
A0423915     [***]         [***]
A0131063     [***]         [***]
A0131085     [***]         [***]
A0131083     [***]         [***]
A0119543     [***]         [***]
A0131138     [***]         [***]
A0119539     [***]         [***]
A0131137     [***]         [***]
A0119527     [***]         [***]
A0131136     [***]         [***]
A0131135     [***]         [***]
A0119524     [***]         [***]
A0119523     [***]         [***]
A0131134     [***]         [***]
A0119519     [***]         [***]
A0152301     [***]         [***]
A0389497     [***]         [***]
A0389499     [***]         [***]
A0196063     [***]         [***]
A0196068     [***]         [***]
A0196072     [***]         [***]
A0196075     [***]         [***]

A0131133     [***]         [***]
A0119517     [***]         [***]
A0119514     [***]         [***]
A0119513     [***]         [***]
A0131132     [***]         [***]
A0119512     [***]         [***]
A0119511     [***]         [***]
A0119510     [***]         [***]
A0274379     [***]         [***]
A0274380     [***]         [***]
A0274381     [***]         [***]
A0274382     [***]         [***]


                                                                          Page 5




                    
A0131130     [***]         [***]
A0119509     [***]         [***]
A0119508     [***]         [***]
A0119507     [***]         [***]
A0433293     [***]         [***]
A0433286     [***]         [***]
A0433287     [***]         [***]
A0433288     [***]         [***]
A0131129     [***]         [***]
A0119506     [***]         [***]
A0119505     [***]         [***]
A0119504     [***]         [***]
A0131128     [***]         [***]
A0119503     [***]         [***]
A0119502     [***]         [***]
A0119483     [***]         [***]
A0164838     [***]         [***]
A0164840     [***]         [***]
A0164843     [***]         [***]
A0164846     [***]         [***]
A0131127     [***]         [***]
A0119482     [***]         [***]
A0119481     [***]         [***]
A0119480     [***]         [***]
A0132100     [***]         [***]
A0229777     [***]         [***]

A0131125     [***]         [***]
A0119479     [***]         [***]
A0119478     [***]         [***]
A0119477     [***]         [***]
A0131124     [***]         [***]
A0119476     [***]         [***]
A0119475     [***]         [***]
A0119491     [***]         [***]

A0379894     [***]         [***]
A0360825     [***]         [***]
A0219312     [***]         [***]
A0219313     [***]         [***]
A0219315     [***]         [***]
A0233016     [***]         [***]
A0233027     [***]         [***]


                                                                          Page 6




                    
A0285833     [***]         [***]
A0285836     [***]         [***]
A0223244     [***]         [***]
A0223246     [***]         [***]
A0223248     [***]         [***]
A0223250     [***]         [***]
A0233823     [***]         [***]
A0168302     [***]         [***]
A0168303     [***]         [***]
A0168304     [***]         [***]
A0159672     [***]         [***]
A0159674     [***]         [***]
A0159676     [***]         [***]
A0347354     [***]         [***]
A0347404     [***]         [***]
A0347408     [***]         [***]
A0347415     [***]         [***]
A0227427     [***]         [***]
A0228533     [***]         [***]
A0227428     [***]         [***]
A0227429     [***]         [***]
A0131037     [***]         [***]
A0227433     [***]         [***]
A0227434     [***]         [***]
A0145629     [***]         [***]
A0229785     [***]         [***]
A0132655     [***]         [***]
A0229790     [***]         [***]
A0229791     [***]         [***]
A0229798     [***]         [***]
A0229800     [***]         [***]
A0229802     [***]         [***]
A0229804     [***]         [***]
A0143088     [***]         [***]
A0148854     [***]         [***]
A0148860     [***]         [***]
A0289610     [***]         [***]
A0289612     [***]         [***]
A0289614     [***]         [***]
A0244848     [***]         [***]
A0244976     [***]         [***]

A0243384     [***]         [***]
A0118273     [***]         [***]
A0118275     [***]         [***]


                                                                          Page 7




                    
A0118281     [***]         [***]
A0118295     [***]         [***]
A0118297     [***]         [***]
A0118298     [***]         [***]
A0290530     [***]         [***]
A0290531     [***]         [***]
A0290532     [***]         [***]
A0290533     [***]         [***]

A0118284     [***]         [***]
A0118285     [***]         [***]
A0118289     [***]         [***]
A0118291     [***]         [***]

A0243376     [***]         [***]
A0243377     [***]         [***]
A0243378     [***]         [***]
A0243379     [***]         [***]

A0243373     [***]         [***]
A0243374     [***]         [***]
A0243375     [***]         [***]
A0243359     [***]         [***]
A0243360     [***]         [***]

A0352266     [***]         [***]
A0352263     [***]         [***]
A0352264     [***]         [***]
A0352265     [***]         [***]
A0243056     [***]         [***]
A0243071     [***]         [***]
A0132297     [***]         [***]
A0131608     [***]         [***]
A0132299     [***]         [***]
A0131610     [***]         [***]
A0132298     [***]         [***]
A0131609     [***]         [***]


                                                                          Page 8




                    
A0131434
A0131432     [***]         [***]
A0219317     [***]         [***]
A0219319     [***]         [***]
A0219321     [***]         [***]
A0219323     [***]         [***]
A0219325     [***]         [***]
A0219327     [***]         [***]
A0173058     [***]         [***]
A0173059     [***]         [***]
A0173060     [***]         [***]
A0173061     [***]         [***]
A0131438     [***]         [***]


                                                                          Page 9

                                                                   EXHIBIT 10.24

February 8, 2002

Ladies and Gentlemen:

This letter sets forth our agreement relating to certain aspects of the
conversion of the Series A Preferred Stock, $.01 par value per share, the Series
B Preferred Stock, $.01 par value per share, the Series C Preferred Stock, $.01
par value per share, the Series D Preferred Stock, $.01 par value per share, the
Series E Preferred Stock, $.01 par value per share (collectively, the "Series A
through E Preferred Stock') of CommVault Systems, Inc. (the "Company").

At the election of the Company, upon the closing of the Initial Public Offering
(as such term is defined in the Certificate (defined below)), the Series A
through E Preferred Stock shall be automatically converted into Common Stock in
accordance with the terms of Section IV(B)(3)(d) of the Company's Amended and
Restated Certificate of Incorporation dated the date hereof (the "Certificate"),
subject to the provisions of this letter set forth below. In lieu of paying all
or any portion of the cash payment upon conversion of shares of the Series A
through E Preferred Stock on or prior to the Initial Public Offering (as such
term is defined in the Certificate) as provided in Section IV(B)(3)(d) of the
Company's Certificate, the Company may, in its sole discretion, issue a
promissory note (the "Note"), in form and substance reasonably satisfactory to
the holders of the A through E Preferred Stock, subject to the limitations set
forth in the remainder of this paragraph. The principal amount of any Note shall
be equal to any cash amounts which the Company is otherwise obligated to pay
pursuant to Section IV(B)(3)(d) of the Company's Certificate, but which it
elects not to pay in accordance with the preceding sentence. With respect solely
to the portion of the principal amount of the Note arising from the payment of
the $14.85 for each share of Series A through E Preferred Stock pursuant to
Section IV(B)(3)(d) of the Company's Certificate, the Note shall bear interest
from its date of issuance at the rate of 12% per year payable [quarterly] in
arrears. The maturity of any such Note shall be at least twelve months from its
date of issuance. At any time prior to maturity of the Note, the Company may
prepay, without penalty, all or any portion of the principal and interest on the
Note at its election.

You agree that you will not transfer ownership of any of your shares of Series A
through E Preferred Stock unless the transferee of such shares expressly agrees
in writing to be bound by the terms of this letter agreement.

If this is consistent with your understanding of our agreement, please sign
below where indicated.

                                        Sincerely,


                                        /s/ N. Robert Hammer
                                        ----------------------------------------
                                        N. Robert Hammer
                                        Chief Executive Officer

                                                                   EXHIBIT 10.25

                             STOCKHOLDERS AGREEMENT

                                   dated as of

                                  May 22, 1996

                                      among

                      DLJ MERCHANT BANKING PARTNERS, L.P.,

                        DLJ INTERNATIONAL PARTNERS, C.V.,

                          DLJ OFFSHORE PARTNERS, C.V.,

                       DLJ MERCHANT BANKING FUNDING, INC.,

                             DLJ CAPITAL CORPORATION

                             SPROUT GROWTH II, L.P.,

                            SPROUT CAPITAL VII, L.P.,

                              SPROUT CEO FUND L.P.

                                DAVID H. IRELAND

                                 SCOTTY R. NEAL

                              ROBERT FREIBURGHOUSE

                                       and

                             COMMVAULT SYSTEMS, INC.



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
                                    ARTICLE 1
                                   DEFINITIONS

1.1  Definitions.........................................................     1

                                    ARTICLE 2
                            RESTRICTIONS ON TRANSFER

2.1  General.............................................................     6
2.2  Legend on Stock.....................................................     7
2.3  Permitted Transferees...............................................     8

                                    ARTICLE 3
          RIGHTS OF FIRST REFUSAL; TAG ALONG RIGHTS; PREEMPTIVE RIGHTS;
                         DRAG ALONG RIGHTS; TERMINATION

3.1  Right of First Refusal; Tag Along Rights............................     8
3.2  Preemptive Rights...................................................    11
3.3  Right to Compel Participation in Certain Transfers..................    11
3.4  Improper Transfer...................................................    12
3.5  Termination of Agreement............................................    13

                                    ARTICLE 4
                               REGISTRATION RIGHTS

4.1  Demand Registration.................................................    13
4.2  Incidental Registration.............................................    14
4.3  Holdback Agreements.................................................    16
4.4  Registration Procedures.............................................    16
4.5  Indemnification by the Issuer.......................................    18
4.6  Indemnification by Participating Stockholders.......................    19
4.7  Conduct of Indemnification Proceedings..............................    19
4.8  Contribution........................................................    20
4.9  Participation in Public Offering....................................    21

                                    ARTICLE 5
                        CERTAIN COVENANTS AND AGREEMENTS

5.1  Confidentiality.....................................................    21
5.2  New Stockholders....................................................    22

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1  Entire Agreement....................................................    22
6.2  Binding Effect; Benefit.............................................    22



                                        i




                                                                         
6.3  Assignability.......................................................    23
6.4  Amendment; Waiver; Termination......................................    23
6.5  Exclusive Financial Advisor and Investment Banking Advisor..........    23
6.6  Notices.............................................................    23
6.7  Headings............................................................    24
6.8  Counterparts........................................................    24
6.9  Applicable Law......................................................    25
6.10 Specific Enforcement................................................    25
6.11 Consent to Jurisdiction.............................................    25



                                       ii


                             STOCKHOLDERS AGREEMENT

     STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of May 22, 1996 among
DLJ Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ
Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital
Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund
L.P. (each of the foregoing, a "DLJ ENTITY," and collectively, the "DLJ
ENTITIES"), David H. Ireland ("IRELAND"), Scotty R. Neal ("NEAL"), Robert
Freiburghouse ("FREIBURGHOUSE") and CommVault Systems. Inc. (the "ISSUER,"
formerly CV Systems, Inc.).

                                   WITNESSETH:

     WHEREAS, pursuant to the Asset Purchase Agreement dated as of May 22, 1996
(the "ASSET PURCHASE AGREEMENT") between the Issuer and Lucent Technologies
Inc., certain of the parties hereto, concurrently with the execution of this
Agreement, are acquiring stock of the Issuer; and

     WHEREAS, the parties hereto desire to enter into this Agreement to govern
certain of their rights, duties and obligations after consummation of the
transactions contemplated by the Asset Purchase Agreement;

     The parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     1.1 Definitions. (a) The following terms, as used herein, have the
following meanings:

     "ADVERSE PERSON" means any person that is an actual competitor or
reasonably potential competitor of the Issuer or whose interest is otherwise
materially adverse to the Issuer.

     "AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with such Person,
provided that no stockholder of the Issuer shall be deemed an Affiliate of any
other stockholder solely by reason of any investment in the Issuer. For the
purpose of this definition, the term "CONTROL" (including with correlative
meanings, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON CONTROL
WITH"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting stock or by
contract or otherwise.

     "AFFILIATED EMPLOYEE BENEFIT TRUST" means any trust that is a successor to
the assets held by a trust established under an employee benefit plan subject to
ERISA or any other trust established directly or indirectly under such plan or
any other such plan having the same sponsor.



     "ALLOWABLE TRANSFER AMOUNT" shall mean, as to each member of Management, at
any time in any given calendar year, that number of shares of Fully Diluted
Common Stock equal to (i) (a) the aggregate Initial Ownership Position of the
DLJ Entities, minus (b) the aggregate number of Shares of Fully Diluted Common
Stock owned by the DLJ Entities at such time, divided by (ii) the aggregate
Initial Ownership Position of the DLJ Entities, multiplied by (iii) the number
of shares of Fully Diluted Common Stock owned by such individual at such time.

     "BENCHMARK SHARES" means shares of Fully Diluted Common Stock sold or
proposed to be sold by the DLJ Entities (other than to their Permitted
Transferees) subsequent to the Closing Date until the aggregate number of shares
of Fully Diluted Common Stock so sold or proposed to be sold by the DLJ Entities
(other than as aforesaid) equals 70% of the aggregate Initial Ownership Position
of the DLJ Entities (taking into account any stock dividend, stock split or
reverse stock split on or subsequent to the Closing Date).

     "BOARD" means the board of directors of the Issuer.

     "BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in New York City are authorized by law to close.

     "COMMON STOCK" means the Common Stock, par value $.01 per share, of the
Issuer.

     "EMPLOYMENT AGREEMENTS" means the Employment Agreements between the Issuer
and each of Neal and Ireland dated the date hereof.

     "EQUITY STOCK" means Common Stock, stock convertible into or exchangeable
for Common Stock and options, warrants or other rights to acquire Common Stock.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "EXCHANGE ACT" means the Stock Exchange Act of 1934, as amended.

     "FULLY DILUTED" means, with respect to Common Stock and without
duplication, all outstanding shares and all shares issuable in respect of stock
convertible into or exchangeable for Common Stock, stock appreciation rights or
options, warrants and other irrevocable rights to purchase or subscribe for
Common Stock or stock convertible into or exchangeable for Common Stock and any
Person shall be deemed to own such number of Fully Diluted shares of Common
Stock as such Person beneficially owns or has the right to acquire from any
other Person (including the Issuer).

     "INITIAL OWNERSHIP POSITION" means (i) the number of Fully Diluted shares
of Common Stock held by the DLJ Entities on the date hereof, plus (ii) the
number of Fully Diluted shares of Common Stock acquired by the DLJ Entities
subsequent to the date hereof.

     "INITIAL PUBLIC OFFERING" means the initial sale after the date hereof of
Common Stock pursuant to an effective registration statement under the
Securities Act (other than a registration statement on Form S-8 or any successor
form).


                                        2



     "MANAGEMENT" means Neal, Ireland, Freiburghouse (and any other Person
deemed by the Board of Directors to be a key executive) and their Permitted
Transferees.

     "OTHER STOCKHOLDERS" means all Stockholders other than any DLJ Entity, and
their respective Permitted Transferees.

     "OPTION AGREEMENTS" means the agreements between the Issuer and each holder
of options to acquire Common Stock of the Issuer.

     "PERCENTAGE OWNERSHIP" means, with respect to any Stockholder or any group
of Stockholders at any time, (i) the number of shares of Fully Diluted Common
Stock that such Stockholder or group of Stockholders owns at such time, divided
by (ii) the total number of shares of Fully Diluted Common Stock at such time.

     "Permitted Transferee" means:

          (i) in the case of any DLJ Entity, (A) any other DLJ Entity, (B) any
     general or limited partner of any such entity (a "DLJ PARTNER"), and any
     corporation, partnership, Affiliated Employee Benefit Trust or other entity
     which is an Affiliate of any DLJ Partner (collectively, the "DLJ
     AFFILIATES"), (C) any managing director, general partner, director, limited
     partner, officer or employee of such DLJ Entity or a DLJ Affiliate, or the
     heirs, executors, administrators, testamentary trustees, legatees or
     beneficiaries of any of the foregoing Persons referred to in this clause
     (C) (collectively, "DLJ ASSOCIATES"), (D) any trust, the beneficiaries of
     which, or any corporation, limited liability company or partnership, the
     stockholders, members or general or limited partners of which, include only
     such DLJ Entity, DLJ Affiliates, DLJ Associates, their spouses or their
     lineal descendants and (E) a voting trustee for one or more DLJ Entities,
     DLJ Affiliates or DLJ Associates under the terms of a voting trust designed
     to conform with the requirements of the Insurance Law of the State of New
     York; and

          (ii) in the case of any Other Stockholder, (A) the Issuer, (B) (x)
     such Stockholder's spouse or (y) such Stockholder's siblings or lineal
     descendants, so long as such Stockholder retains the right to vote such
     Stock, (C) a Person who acquires Stock from any such Stockholder pursuant
     to a will or the laws of descent and distribution, (D) any trust the
     beneficiaries of which consist only of such Stockholders and/or such
     Stockholder's spouse, siblings and lineal descendants, and (E) any DLJ
     Entity.

     "PERSON" means an individual, corporation, partnership, association, trust
or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.

     "PIGGYBACK STOCKHOLDER" means: (a) if the DLJ Entities collectively hold
greater than or equal to 30% of the Initial Ownership Position, the DLJ
Entities, and (b) if the DLJ Entities collectively hold less than 30% of the
Initial Ownership Position, the DLJ Entities and the Other Stockholders.


                                        3



     "PREFERRED STOCK" means the Series A Preferred Stock, par value $.01 per
share, of the Issuer.

     "REGISTRABLE STOCK" means any shares of Common Stock until (i) a
registration statement covering such shares of Common Stock has been declared
effective by the SEC and such shares have been disposed of pursuant to such
effective registration statement, (ii) such shares are sold under circumstances
in which all of the applicable conditions of Rule 144 (or any similar provisions
then in force) under the Securities Act are met or such shares may be sold
pursuant to Rule 144(k) or (iii) such shares are otherwise transferred, the
Issuer has delivered a new certificate or other evidence of ownership for such
shares not bearing the legend required pursuant to this Agreement and such
shares may be resold without subsequent registration under the Securities Act.

     "REGISTRATION EXPENSES" means (i) all registration and filing fees, (ii)
fees and expenses of compliance with stock or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Stock), (iii) printing expenses, (iv) internal expenses of
the Issuer (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), (v) reasonable
fees and disbursements of counsel for the Issuer and customary fees and expenses
for independent certified public accountants retained by the Issuer (including
expenses relating to any comfort letters or costs associated with the delivery
by independent certified public accountants of a comfort letter or comfort
letters requested pursuant to Section 4.4(h) hereof), (vi) the reasonable fees
and expenses of any special experts retained by the Issuer in connection with
such registration, (vii) reasonable fees and expenses of one counsel for the
Stockholders participating in the offering, selected by the DLJ Entities, in the
case of an offering in which any of the DLJ Entities participate, or selected by
Management in any other case involving exercise of registration rights under
Sections 4.1 or 4.2, (viii) fees and expenses in connection with any review of
underwriting arrangements by the National Association of Stock Dealers, Inc.
(the "NASD") including fees and expenses of any "QUALIFIED INDEPENDENT
UNDERWRITER" and (ix) fees and disbursements of underwriters customarily paid by
issuers or sellers of stock, but shall not include any underwriting fees,
discounts or commissions attributable to the sale of Registrable Stock, or any
out-of-pocket expenses (except as set forth in clause (vii) above) of the
Stockholders or any fees and expenses of underwriter's counsel.

     "SEC" means the Securities and Exchange Commission.

     "SECURITIES ACT" means the Securities Act of 1933, as amended.

     "STOCK" means shares of Common Stock, Preferred Stock and other voting
stock of the Issuer held by the stockholders.

     "STOCKHOLDER" means each Person (other than the Issuer) who shall be a
party to this Agreement, whether in connection with the execution and delivery
hereof as of the date hereof, pursuant to Section 6.3 or otherwise, so long as
such Person shall "BENEFICIALLY OWN" (as such term is defined in Rule 13d-3
under the Exchange Act) any Stock.


                                       4



     "SUBSIDIARY" means, with respect to any Person, any entity of which stock
or other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by such Person.

     "THIRD PARTY" means a prospective purchaser of shares in an arm's-length
transaction from a Stockholder where such purchaser is not a Permitted
Transferee of such Stockholder.

     "TRANSACTION DOCUMENTS" means this Agreement, the Employment Agreements and
the Option Agreements.

     "UNDERWRITTEN PUBLIC OFFERING" means an underwritten public offering of
Registrable Stock of the Issuer pursuant to an effective registration statement
under the Securities Act.

     (b) The term "DLJ ENTITIES," to the extent such entities shall have
transferred any of their Stock to "Permitted Transferees," shall mean the DLJ
Entities and the Permitted Transferees of the DLJ Entities, taken together, and
any right or action that may be taken at the election of the DLJ Entities may be
taken at the election of the DLJ Entities, and such Permitted Transferees.

     (c) The term "OTHER STOCKHOLDERS," to the extent such stockholders shall
have transferred any of their Stock to "Permitted Transferees," shall mean the
Other Stockholders and the Permitted Transferees of the Other Stockholders, as
the case may be, and any right or action that may be taken at the election of
the Other Stockholders may be taken at the election of the Other Stockholders
and the Permitted Transferees of the Other Stockholders, as the case may be.

     (d) Each of the following terms is defined in the Section set forth
opposite such term:



Term                                Section
- ----                                -------
                               
Aggregate Tag Amount              3.1(g)(i)
Confidential Information          5.1(b)
control                           1.1(a)
Demand Registration               4.1(a)
DLJ Affiliate                     1.1(a)
DLJ Associates                    1.1(a)
DLJ Entity                        1.1(b)
DLJ Partner                       1.1(a)
DLJSC                             6.5
Holders                           4.1(a)(ii)
Incidental Registration           4.2(a)
Indemnified Party                 4.7
Indemnifying Party                4.7
Inspectors                        4.4(g)
Maximum Offering Size             4.1(d)
NASD                              1.1(a)
Other Stockholder                 1.1(c)
Private Transaction               2.1(b)



                                       5




                               
Records                           4.4(g)
Representatives                   5.1(b)
Restriction Termination Date      2.1(a)
Section 2.1(c) Termination Date   2.1(c)
Section 3.1 Offer                 3.1(a)
Section 3.1 Offer Notice          3.1(a)
Section 3.1 Offer Price           3.1(a)
Section 3.2 Notice                3.2
Section 3.3 Agreement             3.3(a)
Section 3.3 Notice                3.3(a)
Section 3.3 Notice Period         3.3(a)
Section 3.3 Sale                  3.3(a)
Section 3.3 Sale Price            3.3(a)
Selling Party                     3.1(a)
Selling Stockholder               4.1(a)
Tag Along Notice Period           3.1(g)(i)
Tag Along Right                   3.1(g)(i)
Tag Along Sale                    3.1(g)(i)
Tag Along Seller                  3.1(g)(i)
Tagging Person                    3.1(g)(i)
transfer                          2.1(a)


     (e) Capitalized terms used herein and not otherwise defined herein shall
have the meanings herein that are assigned to such terms in the Asset Purchase
Agreement.

                                   ARTICLE 2
                            RESTRICTIONS ON TRANSFER

     2.1 General. (a) Until the earlier of (i) the fifth anniversary of the date
of this Agreement and (ii) the second anniversary of the consummation of an
Initial Public Offering (the earlier of such dates, the "RESTRICTION TERMINATION
DATE"), no Stockholder may, directly or indirectly, sell, assign, transfer,
grant a participation in, pledge or otherwise dispose of ("TRANSFER") any Stock
(or solicit any offers to buy or otherwise acquire, or to take a pledge of, any
of its Stock) except transfers permitted by Section 2.3.

     (b) From and after the Restriction Termination Date, no Stockholder may
transfer any Stock (or solicit any offers to buy or otherwise acquire, or to
take a pledge of, any Stock) except for, subject to Section 2.1(c): (i)
transfers permitted by Section 2.3, (ii) transfers in a bona fide Underwritten
Public Offering upon exercise of registration rights pursuant to Article 4,
(iii) transfers pursuant to Rule 144 (or any successor provisions under the
Securities Act), (iv) in the case of any DLJ Entity and subject to Section 3.1,
transfers to any other Person in any Private Transaction (as defined below),
provided that no Stock may be transferred pursuant to this clause (iv) to any
Person unless such Person shall have agreed in writing to be bound by the terms
of this Agreement applicable to such Stockholder, (v) in the case of any
Management, subject to Section 3.1, transfers of shares of Stock and to any
other Person in any Private Transaction, provided that no Stock may be
transferred to any Person pursuant to this clause (v) unless such


                                       6



Person shall have agreed in writing to be bound by the terms of this Agreement
applicable to such Stockholder and (vi) in the case of any Other Stockholders,
transfers pursuant to Section 3.3 hereby. As used herein, "PRIVATE TRANSACTION"
means any transfer not covered by clause (i), (ii), (iii) or (vi) above.

     (c) Notwithstanding anything else contained herein, except pursuant to
Section 2.3 or 3.3, no transfer of any shares of Common Stock may be made by a
member of Management at any time to the extent that the number of shares then
sought to be transferred by such member of Management, as the case may be, would
exceed the Allowable Transfer Amount applicable to such individual at such time.
From and after the Section 2.1(c) Termination Date (as defined below), (x) the
restriction contained in the preceding sentence shall terminate as to transfers
pursuant to Section 2.1(b)(ii) and 2.1(b)(iii), and (y) transfers of shares of
Common Stock may be made by Management pursuant to Section 2.1(b)(ii) or
2.1(b)(iii) without regard to the Allowable Transfer Amount but only to the
extent such transfers are otherwise in accordance with the provisions of
Articles 2 and 3. Such time as the aggregate number of shares of Fully Diluted
Common Stock held by the DLJ Entities is less than 10% of the aggregate number
of shares of Fully Diluted Common Stock held by the DLJ Entities on the date
hereof (determined taking into account any adjustments in accordance with the
terms of the applicable stock) is referred to as the "SECTION 2.1(C) TERMINATION
DATE."

     (d) No Stockholder may transfer any Stock at any time except in compliance
with applicable federal or state securities laws.

     (e) Notwithstanding anything else contained herein, prior to making any
transfer of Stock, a Stockholder shall give at least 30 days notice to the
Board. The Board shall have the right to prevent the transfer of any Stock to
any person that the Board determines, in its sole discretion, is an Adverse
Person. The Board shall be required to notify such Stockholder within 30 days
after receipt of a notice of transfer from such Stockholder that a proposed
transferee is an Adverse Person.

     2.2 Legend on Stock. (a) In addition to any other legend that may be
required, each certificate for Stock that is issued to any Stockholder shall
bear a legend in substantially the following form:

               "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
          OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
          OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO
          SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE
          STOCKHOLDERS AGREEMENT DATED AS OF MAY 22, 1996, COPIES OF WHICH MAY
          BE OBTAINED UPON REQUEST FROM COMMVAULT SYSTEMS, INC. AND ANY
          SUCCESSOR THERETO."

     (b) If any shares of Stock shall cease to be Registrable Stock, the Issuer
shall, upon the written request of the holder thereof, issue to such holder a
new certificate evidencing such


                                       7



shares without the first sentence of the legend required by Section 2.2(a)
endorsed thereon. If any Stock cease to be subject to any and all restrictions
on transfer set forth in this Agreement, the Issuer shall, upon the written
request of the holder thereof, issue to such holder a new certificate evidencing
such Stock without the second sentence of the legend required by Section 2.2(a)
endorsed thereon.

     2.3 Permitted Transferees. Notwithstanding anything in this Agreement to
the contrary, any Stockholder may at any time transfer any or all of its Stock
to one or more of its Permitted Transferees without the consent of the Board or
any other Stockholder or group of Stockholders and without compliance with
Section 3.1 so long as (a) such Permitted Transferee shall have agreed in
writing to be bound by the terms of this Agreement, (b) the transfer to such
Permitted Transferee is not in violation of applicable federal or state
securities laws and (c) such Permitted Transferee is not an Adverse Party.

                                    ARTICLE 3
          RIGHTS OF FIRST REFUSAL; TAG ALONG RIGHTS; PREEMPTIVE RIGHTS;
                         DRAG ALONG RIGHTS; TERMINATION

     3.1 Right of First Refusal; Tag Along Rights. (a) Subject to the provisions
of Section 3.1(g), if any Other Stockholder receives from or otherwise
negotiates with a Third Party in a Private Transaction an offer to purchase for
cash (or, subject to clause (f) non-cash consideration) any or all of the Stock
owned or held by such Other Stockholder that is otherwise permitted under this
Agreement (including, without limitation, Section 3.1 hereof) (a "SECTION 3.1
OFFER") and such Other Stockholder (a "SELLING PARTY") intends to pursue such
sale of such Stock to such Third Party in such Private Transaction, such Selling
Party shall provide the Issuer and each DLJ Entity written notice of such
Section 3.1 Offer (a "SECTION 3.1 OFFER NOTICE"). The Section 3.1 Offer Notice
shall identify the number and type of Stock subject to the Section 3.1 Offer,
the cash price at which a sale is proposed to be made (the "SECTION 3.1 OFFER
PRICE") and all other material terms and conditions of the Section 3.1 Offer.

     (b) Subject to the provisions of Section 3.1(g), the receipt of a Section
3.1 Offer Notice by the Issuer and each DLJ Entity from any Selling Party shall
constitute an offer by such Selling Party to sell, to the Issuer and each DLJ
Entity, for cash (or, subject to clause (f), non-cash consideration) in whole
and not in part, with the Issuer having priority with respect to the acceptance
of the Section 3.1 Offer. If the Issuer does not accept the offer, in whole and
not in part, in accordance herewith, then such offer may be accepted, in whole
and not in part, at the Section 3.1 Offer Price by the DLJ Entities on a pro
rata basis based on each DLJ Entity's Percentage Ownership (unless the DLJ
Entities shall agree to another allocation resulting in acceptance of the
Section 3.1 Offer with respect to all Stock subject to the Section 3.1 Offer);
provided that in the event there is an undersubscription by the DLJ Entities at
the end of the 30-day period referred to below, the unsubscribed Stock shall be
apportioned among those DLJ Entities whose written notice of acceptance referred
to below specified a number of additional shares such DLJ Entity would like to
purchase pursuant to this Section 3.1, which apportionment shall be on a pro
rata basis among such DLJ Entities in accordance with such DLJ Entity's
Percentage Ownership. Such offer shall be irrevocable for 30 days after receipt
of such Section 3.1 Offer Notice by the Issuer and each DLJ Entity (and, if not
accepted in accordance with the


                                       8



terms hereof, shall expire at the completion of such 30-day period). During such
30-day period, subject to the Issuer's priority right of exercise as set forth
above, each DLJ Entity shall have the right to accept such offer (as provided
above). The Section 3.1 Offer may be accepted by giving a written irrevocable
notice of acceptance to such Selling Party prior to the expiration of such
30-day period.

     (c) The Issuer or the DLJ Entity(ies), as the case may be, shall purchase
for cash (or, subject to clause (f), non-cash consideration) at the Section 3.1
Offer Price and pay for all Stock set forth in the Section 3.1 Offer Notice
within a 20-day period following acceptance of the Section 3.1 Offer; provided
that if the purchase and sale of such Stock is subject to expiration of any
applicable statutory waiting period, the time period during which such purchase
and sale may be consummated shall be extended until the expiration of five
Business Days after such waiting period shall have expired; provided further
that such time period shall not exceed 60 days without the written consent of
the Selling Party.

     (d) Upon the rejection or expiration of the Section 3.1 Offer by the Issuer
and the DLJ Entities or the failure to obtain any required consent for the
purchase of the Stock subject thereto within 60 days, there shall commence a
90-day period during which the Selling Party shall have the right, subject to
Section 3.1(g), to consummate the sale to the Third Party making the Section 3.1
Offer of all but not less than all of the Stock subject to the Section 3.1 Offer
at a price not less than the Section 3.1 Offer Price; provided that (i) such
Third Party shall have agreed in writing to be bound by the terms of this
Agreement and (ii) the transfer to such Third Party is not in violation of
applicable federal or state or foreign securities laws. Notwithstanding the
foregoing, if the purchase and sale of such Stock is subject to any prior
regulatory approval, the time period during which such purchase and sale may be
consummated shall be extended until the expiration of five Business Days after
all such approvals shall have been received but in no event shall such time
period exceed 120 days without the consent of the Issuer. If such Selling Party
does not consummate the sale of any Stock subject to the Section 3.1 Offer in
accordance with the time limitations set forth above, such Selling Party may not
sell any Stock without repeating the foregoing procedures.

     (e) Notwithstanding anything in this Agreement to the contrary, the
provisions of this Section 3.1 will not be applicable to transfers made pursuant
to and in compliance with Section 2.3, Section 3.3 or Article 4.

     (f) A Stockholder may transfer Stock in accordance with the foregoing
provisions of this Section 3.1 for consideration other than cash only if such
Other Stockholder has first obtained and delivered to each DLJ Entity and the
Issuer an opinion of an investment banking firm of national standing indicating
that the fair market value of the non-cash consideration that such Stockholder
proposes to accept as consideration for such Stock, together with any cash
consideration, is at least equal to the Section 3.1 Offer Price.

     (g) (i) In the event of any proposed transfer by one or more DLJ Entities
(each a "TAG ALONG SELLER") of a total of 25% or more of the aggregate Initial
Ownership Position of the DLJ Entities in a Private Transaction permitted by
Section 2.1(b)(iv) (a "TAG ALONG SALE"), the Other Stockholders may, at their
option, elect to exercise their rights under this Section 3.1(g). Such electing
Other Stockholders (each of such Other Stockholders, a "TAGGING PERSON") shall


                                       9



have the right (a "TAG ALONG RIGHT"), exercisable by written notice given to the
Tag Along Seller within 45 days after receipt of the Section 3.1 Offer Notice
(the "TAG ALONG NOTICE PERIOD"), to request the Tag Along Seller to include in
the proposed transfer to the Third Party the number of shares of Common Stock or
Stock convertible into shares of Common Stock held by such Tagging Person as is
specified in such notice; provided that (x) the Tag Along Seller shall be
required only to include in the proposed transfer a number (the "AGGREGATE TAG
AMOUNT") of shares of Common Stock or Stock convertible into Common Stock held
by such Tagging Persons equal to not more than the number of shares of Common
Stock proposed to be sold by the Tag Along Seller to such Third Party in such
transaction multiplied by a fraction, the numerator of which is the number of
shares of Fully Diluted Common Stock owned by all such Tagging Persons
immediately prior to the Tag Along Sale, and the denominator of which is the
total number of shares of Fully Diluted Common Stock immediately prior to the
Tag Along Sale and (y) if the aggregate number of shares of Common Stock
proposed to be sold (and in fact sold) by all Tagging Persons in such
transaction exceeds the Aggregate Tag Amount, the Aggregate Tag Amount of shares
permitted to be sold shall be allocated among all Tagging Persons pro rata based
on Percentage Ownership. If the Other Stockholders exercise their Tag Along
Right hereunder, each Tagging Person shall deliver to the Tag Along Seller the
certificate or certificates representing the Stock of such Tagging Person to be
included in the transfer, together with a limited power-of-attorney authorizing
the Tag Along Seller to transfer such Stock on the terms set forth in the
Section 3.1 Offer Notice. Delivery of such certificate or certificates
representing the Stock to be transferred and the limited power-of-attorney
authorizing the Tag Along Seller to transfer such Stock shall constitute an
irrevocable acceptance of the Tag Along Sale, subject to the terms of this
Section 3.1(g), by such Tagging Persons and the Tag Along Seller. If, at the end
of a 120-day period after such delivery, the Tag Along Seller has not completed
the transfer of all such Stock, the Tag Along Seller shall return to each
Tagging Person the limited power-of-attorney (and all copies thereof) together
with all certificates representing the Stock which such Tagging Person delivered
for transfer but not sold pursuant to this Section 3.1(g), and the DLJ Entities
may not effect another Tag Along Sale without repeating the foregoing
procedures.

     (ii) The per share consideration to be paid to the Tagging Persons in any
Tag Along Sale shall be: (i) in the case of Common Stock proposed to be sold by
the Tag Along Seller, the consideration per share of Common Stock for which the
transfer by the Tag Along Seller is proposed to be made; or (ii) in the case of
Stock that is convertible into Common Stock proposed to be sold by the Tag Along
Seller, the consideration set forth in clause (i), multiplied by the number of
shares into which such Stock is convertible, plus the amount of cash to be
received by the holders of such Stock upon conversion thereof.

     (iii) Concurrently with the consummation of the Tag Along Sale, the Tag
Along Seller shall notify the Tagging Persons thereof, shall remit to the
Tagging Persons the total consideration for the Stock of the Tagging Persons
transferred pursuant thereto (computed pursuant to Section 3.1(g)(ii)), and
shall, promptly after the consummation of such Tag Along Sale furnish such other
evidence of the completion and time of completion of such transfer and the terms
thereof as may be reasonably requested by the Tagging Persons.

     (iv) If at the termination of the Tag Along Notice Period any Tagging
Person shall not have elected to participate in the Tag Along Sale, such Tagging
Person will be deemed to have


                                       10



waived its rights under this Section 3.1(g) with respect to the transfer of its
Stock pursuant to such Tag Along Sale.

     (v) In any Tag Along Sale in which any of the Other Stockholders have
exercised their Tag Along Right, the right of any party pursuant to Section
3.1(b) to accept the offer referred to therein shall be deemed to have
terminated. If the Other Stockholders elect not to exercise their Tag Along
Right in any Tag Along Sale and elect to accept the offer referred to in Section
3.1(b), no other Person may exercise any Tag Along Right under this Section
3.1(g).

     3.2 Preemptive Rights. For so long as any shares of Preferred Stock remain
outstanding, the Issuer shall provide each DLJ Entity with a written notice (a
"SECTION 3.2 NOTICE") of any proposed issuance by the Issuer of Equity Stock at
least 60 days prior to the proposed issuance date. Such notice shall specify the
price at which the Equity Stock is to be issued and the other material terms of
the issuance. Each DLJ Entity shall be entitled to purchase, at the price and on
the terms specified in such Section 3.2 Notice, the Equity Stock proposed to be
issued on a pro rata basis based upon such DLJ Entity's Percentage Ownership. A
DLJ Entity may exercise its rights under this Section 3.2 by delivering written
notice of its election to purchase Equity Stock to the Issuer within 30 days of
receipt of the Section 3.2 Notice. Each DLJ Entity shall deliver a copy of any
such written notice to the Issuer at least five Business Days prior to the
expiration of such 30-day period. A delivery of such a written notice (which
notice shall specify the number of shares (or amount) of Equity Stock to be
purchased by the DLJ Entity submitting such notice) by a DLJ Entity shall
constitute a binding agreement of such DLJ Entity to purchase, at the price and
on the terms specified in the Section 3.2 Notice, the number of shares (or
amount) of Equity Stock specified in such DLJ Entity's written notice. In the
case of any issuance of Equity Stock, the Issuer shall have 90 days from the
date of the Section 3.2 Notice to consummate the proposed issuance of any or all
of such Equity Stock which the DLJ Entities have not elected to purchase at the
price and upon terms that are not materially less favorable to the Issuer than
those specified in the Section 3.2 Notice. At the consummation of such issuance,
the Issuer shall issue certificates representing the Equity Stock to be
purchased by each DLJ Entity exercising preemptive rights pursuant to this
Section 3.2 registered in the name of such DLJ Entity, against payment by such
DLJ Entity of the purchase price for such Equity Stock. If the Issuer proposes
to issue Equity Stock after such 90-day period, it shall again comply with the
procedures set forth in this Section. Notwithstanding the foregoing, no DLJ
Entity shall be entitled to purchase Equity Stock as contemplated by this
Section 3.2 in connection with issuances of Equity Stock (i) to employees of the
Issuer or any Subsidiary of the Issuer pursuant to employee benefit plans or
arrangements approved by the Board (including upon the exercise of employee
stock options), (ii) in connection with any bona fide, arm's-length direct or
indirect merger, acquisition or similar transaction, or (iii) upon the
conversion of any shares of Preferred Stock into Common Stock. The Issuer shall
not be under any obligation to consummate any proposed issuance of Equity Stock,
regardless of whether it shall have delivered a Section 3.2 Notice in respect of
such proposed issuance. Unless earlier terminated pursuant to the terms of this
Section 3.2, the provisions of this Section 3.2 shall terminate upon the
consummation of an Initial Public Offering.

     3.3 Right to Compel Participation in Certain Transfers. (a) If the DLJ
Entities should propose to transfer more than 25% of the aggregate Initial
Ownership Position of the DLJ Entities to any Third Party (a "SECTION 3.3
SALE"), the DLJ Entities may, at their option, require


                                       11



all but not less than all the Other Stockholders to participate in such
transfer. The DLJ Entities shall provide written notice of such Section 3.3 Sale
to the Other Stockholders (a "SECTION 3.3 NOTICE") and a copy of the agreement
pursuant to which such shares are proposed to be transferred (the "SECTION 3.3
AGREEMENT"). The Section 3.3 Notice shall identify the transferee, the number of
shares of Common Stock subject to the Section 3.3 Sale, the consideration per
share of Common Stock for which a transfer is proposed to be made (the "SECTION
3.3 SALE PRICE") and all other material terms and conditions of the Section 3.3
Sale. Each Other Stockholder shall be required to participate in the Section 3.3
Sale on the terms and conditions set forth in the Section 3.3 Notice and to
tender all its shares of Common Stock, and Stock convertible into Common Stock
as set forth below. The price of such transfer shall be the Section 3.3 Sale
Price in the case of shares of Common Stock, and in the case of Stock
convertible into Common Stock shall be the Section 3.3 Sale Price multiplied by
the number of shares of Common Stock into which such Stock is convertible, plus
the amount of cash to be received by the holder(s) of such Stock upon conversion
thereof. Within ten Business Days following the date of the Section 3.3 Notice
(the "SECTION 3.3 NOTICE PERIOD"), each of the Other Stockholders shall deliver
to a representative of the DLJ Entities designated in the Section 3.3 Notice
certificates representing all shares of Common Stock held by such Other
Stockholder and all Stock convertible into Common Stock held by such Other
Shareholder, duly endorsed, together with all other documents required to be
executed in connection with such Section 3.3 Sale or, if such delivery is not
permitted by applicable law, an unconditional agreement to deliver such stock
pursuant to this Section 3.3(a) at the closing for such Section 3.3 Sale against
delivery to such other Stockholder of the consideration therefor. If an Other
Stockholder should fail to deliver such certificates to the DLJ Entities, the
Issuer shall cause the books and records of the Issuer to show that such Stock
are bound by the provisions of this Section 3.3(a) and that such Stock shall he
transferred to the Third Party immediately upon surrender for transfer by the
Other Stockholder thereof.

     (b) If, within 120 days after the DLJ Entities give the Section 3.3 Notice,
they have not completed the transfer of all the stock subject to the Section 3.3
Sale, the DLJ Entities shall return to each of the Other Stockholders all
certificates representing Stock that such Other Stockholder delivered for
transfer pursuant hereto, together with any documents in the possession of the
DLJ Entities executed by the Other Stockholder in connection with such proposed
transfer, and all the restrictions on transfer contained in this Agreement or
otherwise applicable at such time with respect to Stock owned by the Other
Stockholders shall again be in effect.

     (c) Promptly after the consummation of the transfer of Stock of the DLJ
Entities and the Other Stockholders pursuant to this Section 3.3, the DLJ
Entities shall give notice thereof to the Other Stockholders, shall remit to
each of the Other Stockholders who have surrendered their certificates the total
consideration for the shares of Common Stock and Stock convertible into Common
Stock transferred pursuant hereto and shall furnish such other evidence of the
completion and time of completion of such transfer and the terms thereof as may
be reasonably requested by such Other Stockholders.

     3.4 Improper Transfer. Any attempt to transfer any Stock not in compliance
with this Agreement shall be null and void and neither the Issuer nor any
transfer agent shall give any effect in the Issuer's records to such attempted
transfer.


                                       12


     3.5 Termination of Agreement. This Agreement shall terminate upon the
earliest of:

          (i) the tenth anniversary of the date hereof; and

          (ii) such time as the DLJ Entities own less than 5% of the aggregate
     number of shares of Fully Diluted Common Stock.

                                    ARTICLE 4
                               REGISTRATION RIGHTS

     4.1 Demand Registration. (a) The DLJ Entities may at any time make a
written request (such requesting DLJ Entity, a "SELLING STOCKHOLDER") that the
Issuer effect the registration under the Securities Act of all or a portion of
such Selling Stockholder's Registrable Stock, and specifying the intended method
of disposition thereof. The Issuer will promptly give written notice of such
requested registration (a "DEMAND REGISTRATION") at least 30 days prior to the
anticipated filing date of the registration statement relating to such Demand
Registration to the Other Stockholders and thereupon will use its best efforts
to effect, as expeditiously as possible, the registration under the Securities
Act of:

          (i) the Registrable Stock then held by the Selling Stockholders which
     the Issuer has been so requested to register by the Selling Stockholders;
     and

          (ii) subject to Section 4.2, all other Registrable Stock which any
     Other Stockholder entitled to request the Issuer to effect an Incidental
     Registration (as such term is defined in Section 4.2) pursuant to Section
     4.2 (all such Stockholders, together with the Selling Stockholders, the
     "HOLDERS") has requested the Issuer to register by written request received
     by the Issuer within 15 days after the receipt by such Holders of such
     written notice given by the Issuer,

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Stock so to be
registered; provided that, subject to Section 4.1(c) hereof, the Issuer shall
not be obligated to effect more than three Demand Registrations for the DLJ
Entities collectively pursuant to this Section 4.1 other than any such Demand
Registrations effected on Form S-3; and provided further that the Issuer shall
not be obligated to effect a Demand Registration unless the Registrable Stock
requested to be included in such Demand Registration constitutes at least 25% of
the Common Stock then outstanding or to be issued upon conversion of the
Preferred Stock. In no event will the Issuer be required to effect more than two
Demand Registrations on Form S-3 within any 12 month period.

     Promptly after the expiration of the 15-day period referred to in Section
4.1(a)(ii) hereof, the Issuer will notify all of the Holders to be included in
the Demand Registration of the other Holders and the number of shares of
Registrable Stock requested to be included therein. The Selling Stockholders
requesting a registration under this Section 4.1(a) may, at any time prior to
the effective date of the registration statement relating to such registration,
revoke such request, without liability to any of the other Holders, by providing
a written notice to the Issuer revoking such request, in which case such
request, so revoked, shall be considered a Demand Registration unless such
revocation arose out of the fault of the Issuer, in which case such request
shall not be


                                       13



considered a Demand Registration. Notwithstanding anything contained in this,
Agreement to the contrary, nothing herein shall be construed as requiring the
Issuer to register any of its stock other than Common Stock.

     (b) The Issuer will pay all Registration Expenses in connection with any
Demand Registration.

     (c) A registration requested pursuant to this Section 4.1 shall not be
deemed to have been effected unless the registration statement relating thereto
(i) has become effective under the Securities Act and (ii) has remained
effective for a period of at least 90 days (or such shorter period in which all
Registrable Stock of the Holders included in such registration has actually been
sold thereunder); provided that if after any registration statement requested
pursuant to this Section 4.1 becomes effective (i) such registration statement
is interfered with by any stop order, injunction or other order or requirement
of the SEC or other governmental agency or court and (ii) less than 75% of the
Registrable Stock included in such registration statement has been sold
thereunder, such registration statement shall be at the sole expense of the
Issuer and shall not be considered a Demand Registration, unless any such
interference referred to in clause (i) of this proviso arose out of the fault of
the Selling Stockholders, in which case such registration statement shall be
considered a Demand Registration.

     (d) If a Demand Registration involves an Underwritten Public Offering and
the managing underwriter shall advise the Issuer and the Selling Stockholders
that, in its view, (i) the number of shares of Common Stock requested to be
included in such registration (including Common Stock which the Issuer proposes
to be included which is not Registrable Stock) or (ii) the inclusion of some or
all of the Stock owned by the Holders, in either case, exceeds the largest
number of Stock which can be sold without having an adverse effect on such
offering, including the price at which such Stock can be sold (the "MAXIMUM
OFFERING SIZE"), the Issuer will include in such registration, in the priority
listed below, up to the Maximum Offering Size:

               (A) first, all Benchmark Shares requested to be registered by the
          DLJ Entities (allocated, if necessary for the offering not to exceed
          the Maximum Offering Size, pro rata among the DLJ Entities on the
          basis of the relative number of shares of Registrable Stock requested
          to he included in such registration);

               (B) second, any Common Stock proposed to be registered by the
          Issuer; and

               (C) third, all Registrable Stock requested to be registered by
          any Selling Stockholders and any other Holders (allocated, if
          necessary for the offering not to exceed the Maximum Offering size,
          pro rata among such Selling Stockholders and other Holders on the
          basis of the relative number of shares of Registrable Stock (excluding
          any Benchmark Shares) so requested to be included in such
          registration).

     4.2 Incidental Registration. (a) If the Issuer proposes to register any of
its Common Stock under the Securities Act (other than a registration (A) in
connection with an Initial Public Offering, (B) on Form S-8 or S-4 or any
successor or similar forms, (C) relating to Common


                                       14



Stock issuable upon exercise of employee stock options or in connection with any
employee benefit or similar plan of the Issuer or (D) in connection with a
direct or indirect merger, acquisition or other similar transaction) whether or
not for sale for its own account, the Issuer will each such time, subject to the
provisions of Section 4.2(b) hereof, give prompt written notice at least 30 days
prior to the anticipated filing date of the registration statement relating to
such registration to each Piggyback Stockholder, which notice shall set forth
such Piggyback Stockholders' rights under this Section 4.2 and shall offer all
Piggyback Stockholders the opportunity to include in such registration statement
such number of shares of Registrable Stock as each such Piggyback Stockholder
may request (an "INCIDENTAL REGISTRATION"). Upon the written request of any such
Piggyback Stockholder made within 15 days after the receipt of notice from the
Issuer (which request shall specify the number of shares of Registrable Stock
intended to be disposed of by such Piggyback Stockholder), the Issuer will use
its best efforts to effect the registration under the Securities Act of all
Registrable Stock which the Issuer has been so requested to register by such
Piggyback Stockholders, to the extent requisite to permit the disposition of the
Registrable Stock so to be registered: provided that (i) if such registration
involves an Underwritten Public Offering, all such Piggyback Stockholders
requesting to be included in the Issuer's registration must sell their
Registrable Stock to the underwriters selected as provided in Section 4.4(f) on
the same terms and conditions as apply to the Issuer and the selling Piggyback
Stockholders and (ii) if, at any time after giving written notice of its
intention to register any stock pursuant to this Section 4.2(a) and prior to the
effective date of the registration statement filed in connection with such
registration, the Issuer shall determine for any reason not to register such
stock, the Issuer shall give written notice to all such Piggyback Stockholders
and, thereupon, shall be relieved of its obligation to register any Registrable
Stock in connection with such registration. No registration effected under this
Section 4.2 shall relieve the Issuer of its obligations to effect a Demand
Registration to the extent required by Section 4.1 hereof. The Issuer will pay
all Registration Expenses in connection with each registration of Registrable
Stock requested pursuant to this Section 4.2.

     (b) If a registration pursuant to this Section 4.2 involves an Underwritten
Public Offering (other than in the case of an Underwritten Public Offering
requested by any Stockholder in a Demand Registration, in which case the
provisions with respect to priority of inclusion in such offering set forth in
Section 4.1(d) shall apply) and the managing underwriter advises the Issuer
that, in its view, the number of shares of Common Stock which the Issuer and the
selling Piggyback Stockholders intend to include in such registration exceeds
the Maximum Offering Size, the Issuer will include in such registration, in the
following priority, up to the Maximum Offering Size:

          (i) first, so much of the Common Stock proposed to be registered by
     the Issuer as would not cause the offering to exceed the Maximum Offering
     Size;

          (ii) second, all Benchmark Shares requested to be included in such
     registration statement by any DLJ Entity pursuant to this Section 4.2
     (allocated, if necessary for the offering not to exceed the Maximum
     Offering Size, pro rata among such DLJ Entities on the basis of the
     relative number of shares of Registrable Stock requested to be so
     included); and


                                       15



          (iii) third, all Registrable Stock other than Benchmark Shares
     requested to be included in such registration by any Piggyback Stockholder
     pursuant to Section 4.2 (allocated, if necessary for the offering not to
     exceed the Maximum Offering Size, pro rata among such Piggyback
     Stockholders on the basis of the relative number of shares of Registrable
     Stock (excluding any Benchmark Shares) so requested to be included in such
     registration).

     4.3 Holdback Agreements. If any registration of Registrable Stock shall be
in connection with an Underwritten Public Offering, each Stockholder agrees not
to effect any public sale or distribution, including any sale pursuant to Rule
144, or any successor provision, under the Securities Act, of any Registrable
Stock, and not to effect any such public sale or distribution of any other
Common Stock of the Issuer or of any stock convertible into or exchangeable or
exercisable for any Common Stock of the Issuer (in each case, other than as part
of such Underwritten Public Offering) during the 14 days prior to the effective
date of such registration statement (except as part of such registration) or
during the period after such effective date that such managing underwriter and
the Issuer shall agree (but not to exceed 90 days).

     4.4 Registration Procedures. Whenever Stockholders request that any
Registrable Stock be registered pursuant to Section 4.1 or 4.2 hereof, the
Issuer will, subject to the provisions of such sections, use its best efforts to
effect the registration and the sale of such Registrable Stock in accordance
with the intended method of disposition thereof as quickly as practicable, and
in connection with any such request:

     (a) The Issuer will as expeditiously as possible prepare and file with the
SEC a registration statement on any form for which the Issuer then qualifies or
which counsel for the Issuer shall deem appropriate and which form shall be
available for the sale of the Registrable Stock to be registered thereunder in
accordance with the intended method of distribution thereof, and use its best
efforts to cause such filed registration statement to become and remain
effective for a period of not less than 90 days (or such shorter period in which
all of the Registrable Stock of the Holders included in such registration
statement shall have actually been sold thereunder).

     (b) The Issuer will, if requested, prior to filing a registration statement
or prospectus or any amendment or supplement thereto, furnish to each
Stockholder and each underwriter, if any, of the Registrable Stock covered by
such registration statement copies of such registration statement as proposed to
be filed, and thereafter the Issuer will furnish to such Stockholder and
underwriter, if any, such number of copies of such registration statement, each
amendment and supplement thereto (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in
such registration statement (including each preliminary prospectus) and such
other documents as such Stockholder or underwriter may reasonably request in
order to facilitate the disposition of the Registrable Stock owned by such
Stockholder.

     (c) After the filing of the registration statement, the Issuer will
promptly notify each Stockholder holding Registrable Stock covered by such
registration statement of any stop order issued or threatened by the SEC and
take all reasonable actions required to prevent the entry of such stop order or
to remove it if entered.


                                       16



     (d) The Issuer will use its best efforts to (i) register or qualify the
Registrable Stock covered by such registration statement under such other stock
or blue sky laws of such jurisdictions in the United States as any Stockholder
holding such Registrable Stock reasonably (in light of such Stockholder's
intended plan of distribution) requests and (ii) cause such Registrable Stock to
be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Issuer and do any and all other acts and things that may be reasonably necessary
or advisable to enable such Stockholder to consummate the disposition of the
Registrable Stock owned by such Stockholder; provided that the Issuer will not
be required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this paragraph (d), (B)
subject itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction.

     (e) The Issuer will immediately notify each Stockholder holding such
Registrable Stock covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the occurrence of an event requiring the preparation of a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Stock, such prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and promptly
prepare and make available to each such Stockholder and file with the SEC any
such supplement or amendment.

     (f) Subject to Section 6.5, the Issuer may select, in its sole discretion,
the underwriter or underwriters in connection with any Underwritten Public
Offering as it may deem appropriate. Notwithstanding the foregoing, the DLJ
Entities will have the right, in their sole discretion, to select the
underwriter or underwriters in connection with any underwritten Demand
Registration initiated by any of the DLJ Entities pursuant to Section 4.1. Any
Affiliate of any of the DLJ Entities may be selected as underwriter for an
Underwritten Public Offering. The Issuer will enter into customary agreements
(including an underwriting agreement in customary form) and take such other
actions as are reasonably required in order to expedite or facilitate the
disposition of such Registrable Stock, including the engagement of a "qualified
independent underwriter" in connection with the qualification of the
underwriting arrangements with the NASD.

     (g) The Issuer will make available for inspection by any Stockholder and
any underwriter participating in any disposition pursuant to a registration
statement being filed by the Issuer pursuant to this Section 4.4 and any
attorney, accountant or other professional retained by any such Stockholder or
underwriter (collectively, the "INSPECTORS"), all financial and other records,
pertinent corporate documents and properties of the Issuer (collectively, the
"RECORDS") as shall be reasonably requested by any such Person, and cause the
Issuer's officers, directors and employees to supply all information reasonably
requested by any Inspectors in connection with such registration statement.

     (h) The Issuer will furnish to each such Stockholder and to each such
underwriter, if any, a signed counterpart, addressed to such underwriter, of (i)
an opinion or opinions of counsel to the Issuer and (ii) a comfort letter or
comfort letters from the Issuer's independent public accountants, each in
customary form and covering such matters of the type customarily covered


                                       17



by opinions or comfort letters, as the case may be, as a majority of such
Stockholders or the managing underwriter therefor reasonably requests.

     (i) The Issuer will otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
stockholders, as soon as reasonably practicable, an earnings statement covering
a period of 12 months, beginning within three months after the effective date of
the registration statement, which earnings statement shall satisfy the
provisions of section 11(a) of the Securities Act. The Issuer may require each
such Stockholder to promptly furnish in writing to the Issuer such information
regarding the distribution of the Registrable Stock as the Issuer may from time
to time reasonably request and such other information as may be legally required
in connection with such registration.

     Each such Stockholder agrees that, upon receipt of any notice from the
Issuer of the happening of any event of the kind described in Section 4.4(e)
hereof, such Stockholder will forthwith discontinue disposition of Registrable
Stock pursuant to the registration statement covering such Registrable Stock
until such Stockholder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4.4(e) hereof, and, if so directed by the
Issuer, such Stockholder will deliver to the Issuer all copies, other than any
permanent file copies then in such Stockholder's possession, of the most recent
prospectus covering such Registrable Stock at the time of receipt of such
notice. In the event that the Issuer shall give such notice, the Issuer shall
extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 4.4(a) hereof) by the
number of days during the period from and including the date of the giving of
notice pursuant to Section 4.4(e) hereof to the date when the Issuer shall make
available to such Stockholder a prospectus supplemented or amended to conform
with the requirements of Section 4.4(e) hereof.

     4.5 Indemnification by the Issuer. The Issuer agrees to indemnify and hold
harmless each Stockholder holding Registrable Stock covered by a registration
statement, its officers, directors and agents, and each Person, if any, who
controls such Stockholder within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or
prospectus relating to the Registrable Stock (as amended or supplemented if the
Issuer shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission so made in strict conformity with
information furnished in writing to the Issuer by such Stockholder or on such
Stockholder's behalf expressly for use therein; provided that with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus, or in any prospectus, as the case may be, the
indemnity agreement contained in this paragraph shall not apply to the extent
that any such loss, claim, damage, liability or expense results from the fact
that a current copy of the prospectus (or, in the case of a prospectus, the
prospectus as amended or supplemented) was not sent or given to the Person
asserting any such loss, claim, damage, liability or expense at or prior to the
written confirmation of the sale of the Registrable Stock concerned to such
Person if it is determined that the Issuer has provided such prospectus and it
was the responsibility of such Stockholder to provide such


                                       18



Person with a current copy of the prospectus (or such amended or supplemented
prospectus, as the case may be) and such current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) would have cured the
defect giving rise to such loss, claim, damage, liability or expense. The Issuer
also agrees to indemnify any underwriters of the Registrable Stock, their
officers and directors and each person who controls such underwriters on
substantially the same basis as that of the indemnification of the Stockholders
provided in this Section 4.5.

     4.6 Indemnification by Participating Stockholders. (a) Subject to Section
4.6(b), each Stockholder holding Registrable Stock included in any registration
statement agrees, severally but not jointly, to indemnify and hold harmless the
Issuer, its officers, directors and agents and each Person, if any, who controls
the Issuer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuer to such Stockholder, but only (i) with respect to any untrue
statement or omission or alleged untrue statement or omission made in strict
conformity with information furnished in writing by such Stockholder or on such
Stockholder's behalf expressly for use in any registration statement or
prospectus relating to the Registrable Stock, or any amendment or supplement
thereto, or any preliminary prospectus or (ii) to the extent that any loss,
claim, damage, liability or expense described in Section 4.5 results from the
fact that a current copy of the prospectus (or, in the case of a prospectus, the
prospectus as amended or supplemented) was not sent or given to the Person
asserting any such loss, claim, damage, liability or expense at or prior to the
written confirmation of the sale of the Registrable Stock concerned to such
Person if it is determined that it was the responsibility of such Stockholder to
provide such Person with a current copy of the prospectus (or such amended or
supplemented prospectus, as the case may be) and such current copy of the
prospectus (or such amended or supplemented prospectus, as the case may be)
would have cured the defect giving rise to such loss, claim, damage, liability
or expense. Subject to Section 4.6(b), each such Stockholder also agrees to
indemnify and hold harmless underwriters of the Registrable Stock, their
officers and directors and each person who controls such underwriters on
substantially the same basis as that of the indemnification of the Issuer
provided in this Section 4.6. As a condition to including Registrable Stock in
any registration statement filed in accordance with Article 4 hereof, the Issuer
may require that it shall have received an undertaking reasonably satisfactory
to it from any underwriter to indemnify and hold it harmless to the extent
customarily provided by underwriters with respect to similar stock.

     (b) No Stockholder shall be liable under Section 4.6(a) for any damage
thereunder in excess of the net proceeds realized by such Stockholder in the
sale of the Registrable Stock of such Stockholder.

     4.7 Conduct of Indemnification Proceedings. In case any proceeding
(including any governmental investigation) shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to this Article 4,
such Person (an "INDEMNIFIED PARTY") shall promptly notify the Person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Party, and shall assume the
payment of all fees and expenses; provided that the failure of any Indemnified
Party so to notify the Indemnifying Party shall not relieve the Indemnifying
Party of its obligations hereunder


                                       19



except to the extent that the Indemnifying Party is materially prejudiced by
such failure to notify. In any such proceeding, any Indemnified Party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (ii) in the reasonable judgment of such Indemnified Party
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. It is understood that the
Indemnifying Party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel) at any time for all such Indemnified Parties, and that all such fees
and expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Indemnified Parties, such firm shall be designated in
writing by the Indemnified Parties. The Indemnifying Party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent, or if there be a final judgment for the plaintiff,
the Indemnifying Party shall indemnify and hold harmless such Indemnified
Parties from and against any and all losses, claims, damages, liabilities and
expenses or liability (to the extent stated above) by reason of such settlement
or judgment. No Indemnifying Party shall, without the prior written consent of
the Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such proceeding.

     4.8 Contribution. If the indemnification provided for in this Article 4 is
held by a court of competent jurisdiction to be unavailable to the Indemnified
Parties in respect of any losses, claims, damages or liabilities referred to
herein, then each such Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (i)
as between the Issuer and the Stockholders holding Registrable Stock covered by
a registration statement on the one hand and the underwriters on the other, in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer and such Stockholders on the one hand and the underwriters on the
other, from the offering of the Registrable Stock, or if such allocation is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits but also the relative fault of the Issuer and such
Stockholders on the one hand and of such underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations and (ii)
as between the Issuer on the one hand and each such Stockholder on the other, in
such proportion as is appropriate to reflect the relative fault of the Issuer
and of each such Stockholder in connection with such statements or omissions, as
well as any other relevant equitable considerations. The relative benefits
received by the Issuer and such Stockholders on the one hand and such
underwriters on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of underwriting discounts and commissions
but before deducting expenses) received by the Issuer and such Stockholders bear
to the total underwriting discounts and commissions received by such
underwriters, in each case as set forth in the table on the cover page of the
prospectus. The relative fault of the Issuer and such Stockholders on the one
hand and of such underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer and such


                                       20



Stockholders or by such underwriters. The relative fault of the Issuer on the
one hand and of each such Stockholder on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Issuer and the Stockholders agree that it would not be just and
equitable if contribution pursuant to this Section 4.8 were determined by pro
rata allocation (even if the underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.8, no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Stock underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, and no Stockholder
shall be required to contribute any amount in excess of the amount by which the
net proceeds realized on the sale of the Registrable Stock of such Stockholder
exceeds the amount of any damages which such Stockholder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Each Stockholder's obligation to contribute pursuant to this
Section 4.8 is several in the proportion that the proceeds of the offering
received by such Stockholder bears to the total proceeds of the offering
received by all such Stockholders and not joint.

     4.9 Participation in Public Offering. No Person may participate in any
Underwritten Public Offering hereunder unless such Person (a) agrees to sell
such Person's stock on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements and the provisions of this Agreement in
respect of registration rights.

                                    ARTICLE 5
                        CERTAIN COVENANTS AND AGREEMENTS

     5.1 Confidentiality. (a) Each Stockholder hereby agrees that Confidential
Information (as defined below) furnished and to be furnished to it was and will
be made available in connection with such Stockholder's investment in the
Issuer. Each Stockholder agrees that it will not use the Confidential
Information in any way to the competitive disadvantage of the Issuer. Each
Stockholder further acknowledges and agrees that it will not


                                       21



disclose any Confidential Information to any Person; provided that Confidential
Information may be disclosed (i) to such Stockholder's Representatives (as
defined below) in the normal course of the performance of their duties, (ii) to
the extent required by applicable law, rule or regulation (including complying
with any oral or written questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process to which a
Stockholder is subject), (iii) to any Person to whom such Stockholder is
contemplating a transfer of its Stock (provided that such transfer would not be
in violation of the provisions of this Agreement and as long as such potential
transferee is advised of the confidential nature of such information and agrees
to be bound by a confidentiality agreement in form and substance satisfactory to
the Issuer and consistent with the provisions hereof) or (iv) if the prior
written consent of the Board shall have been obtained. Nothing contained herein
shall prevent the use of Confidential Information in connection with the
assertion or defense of any claim by or against the Issuer or any Stockholder.

     (b) "CONFIDENTIAL INFORMATION" means any information concerning the Issuer,
its financial condition, business, operations or prospects in the possession of
or to be furnished to any Stockholder in its capacity as a shareholder of the
Issuer or by virtue of its present or former right to designate a director of
the Issuer; provided, that the term "Confidential Information" does not include
information which (i) becomes generally available to the public other than as a
result of a disclosure by a Stockholder or its partners, directors, officers,
employees, agents, counsel, investment advisers or representatives (all such
persons being collectively referred to as "REPRESENTATIVES") in violation of the
Asset Purchase Agreement, (ii) is or was available to such Stockholder on a
nonconfidential basis prior to its disclosure to such Stockholder or its
Representatives by the Issuer or (iii) was or becomes available to such
Stockholder on a non-confidential basis from a source other than the Issuer,
provided that such source is or was (at the time of receipt of the relevant
information) not, to the best of such Stockholder's knowledge, bound by a
confidentiality agreement with (or other confidentiality obligation to) the
Issuer or another Person.

     5.2 New Stockholders. The Issuer agrees (and each Stockholder acknowledges)
that as a condition precedent to the issuance of any Equity Stock (including
options issued or reserved for issuance to Management and employees of the
Issuer) the Issuer will require the holder of such Equity Stock to agree in
writing to be bound by the terms of this Agreement. The terms of this Section
5.2 shall not apply to the issuance of Equity Stock in an Underwritten Public
Offering.

                                    ARTICLE 6
                                  MISCELLANEOUS

     6.1 Entire Agreement. The Transaction Documents constitute the entire
agreement between the parties with respect to the subject matter of the
Transaction Documents and supersede all prior agreements and understandings,
both oral and written, between the parties with respect to the subject matter of
this Agreement and the other Transaction Documents.

     6.2 Binding Effect; Benefit. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, successors,
legal representatives and


                                       22



permitted assigns. Nothing in this Agreement, expressed or implied, is intended
to confer on any Person other than the parties hereto, and their respective
heirs, successors, legal representatives and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     6.3 Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by the
Issuer or any Stockholder, except in connection with a transfer of Stock
pursuant to the terms hereof; provided that any Person acquiring Stock who is
required by the terms of this Agreement to become a party hereto shall execute
and deliver to the Issuer an agreement to be bound by this Agreement and shall
thenceforth be a "Stockholder." Any Stockholder who ceases to beneficially own
any Stock shall cease to be bound by the terms hereof (other than Sections 4.6,
4.7, 4.8 and 5.1).

     6.4 Amendment; Waiver; Termination. (a) No provision of this Agreement may
be waived except by an instrument in writing executed by the party against whom
the waiver is to be effective. No provision of this Agreement may be amended or
otherwise modified except by an instrument in writing executed by the Issuer
with the approval of the Board and Stockholders holding or having the right to
acquire at least 85% of the Fully Diluted Common Stock held by parties to this
Agreement.

     (b) In addition, any amendment, modification or termination of any
provision of this Agreement that would adversely affect a DLJ Entity may be
effected only with the consent of such DLJ Entity.

     (c) In addition, any amendment, modification or termination of any
provision of this Agreement that would adversely affect Management may be
effected only with the consent of Management, respectively.

     6.5 Exclusive Financial Advisor and Investment Banking Advisor. During the
period from and including the date hereof through and including the fifth
anniversary hereof, Donaldson, Lufkin & Jenrette Securities Corporation
("DLJSC"), or any Affiliate of DLJSC that the DLJ Entities may choose in their
sole discretion, shall, at the option of the DLJ Affiliates, be engaged as the
exclusive financial advisor and investment banker for the Issuer for an annual
retainer fee which shall be on commercially reasonable terms to be agreed
between the Issuer and DLJSC.

     6.6 Notices. All notices and other communications given or made pursuant
hereto or pursuant to any other agreement among the parties, unless otherwise
specified, shall be in writing and shall be deemed to have been duly given or
made if sent by fax (with confirmation in writing), delivered personally or sent
by registered or certified mail (postage prepaid, return receipt requested) to
the parties at the fax number or address set forth below or at such other
addresses as shall be furnished by the parties by like notice, and such notice
or communication shall be deemed to have been given or made upon receipt:


                                       23



     if to the DLJ Entities, to:

          DLJ Merchant Banking Partners, L.P.
          DLJ International Partners, C.V.
          DLJ Offshore Partners, C.V.
          DLJ Merchant Banking Funding, Inc.
          277 Park Avenue
          New York, New York 10172
          Attention: Thomas J. Barry
          Fax: (212) 892-7272

     and to:

          DLJ Capital Corporation
          Sprout Growth II, L.P.
          Sprout Capital VII, L.P.
          Sprout CEO Fund L.P.
          3000 Sand Hill Road
          Suite 270
          Menlo Park, California 94025
          Attention: Keith B. Geeslin
          Fax: (415) 854-8779

     with a copy to:

          Latham & Watkins
          885 Third Avenue
          New York, New York  10022
          Attention: R. Ronald Hopkinson
          Fax: (212) 751-4864

     if to Management or the Issuer, to:

          CommVault Systems, Inc.
          2 Industrial Way, Building D
          Eatontown, New Jersey 07724
          Attention: Scotty R. Neal
          Fax: (908) 935-8070

Any Person who becomes a Stockholder shall provide its address and fax number to
the Issuer, which shall promptly provide such information to each other
Stockholder.

     6.7 Headings. The headings contained in this Agreement are for convenience
only and shall not affect the meaning or interpretation of this Agreement.

     6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.


                                       24



     6.9 Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to the
conflicts of law rules of such state.

     6.10 Specific Enforcement. Each party hereto acknowledges that the remedies
at law of the other parties for a breach or threatened breach of this Agreement
would be inadequate and, in recognition of this fact, any party to this
Agreement, without posting any bond, and in addition to all other remedies which
may be available, shall be entitled to obtain equitable relief in the form of
specific performance, a temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.

     6.11 Consent to Jurisdiction. Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with, this Agreement or the transactions contemplated hereby be brought in the
United States District Court for the Southern District of New York or any other
New York State court sitting in New York City, and each of the parties hereby
consents to the non-exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient form. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 7.6 shall be deemed
effective service of process on such party.

               [Remainder of this page intentionally left blank.]


                                       25



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of, the day and year
first above written.

                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        BY DLJ Merchant Banking, Inc.
                                           Managing General Partner


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                              Attorney-In-Fact


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        BY DLJ Merchant Banking, Inc.
                                           Advisory General Partner


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                              Attorney-In-Fact


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        BY DLJ Merchant Banking, Inc.
                                           Advisory General Partner


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                              Attorney-In-Fact


                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                              Attorney-In-Fact



                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ Scotty R. Neal
                                            ------------------------------------
                                        Name: Scotty R. Neal
                                        Title: President


                                        /s/ Scotty R. Neal
                                        ----------------------------------------
                                        SCOTTY R. NEAL


                                        /s/ David H. Ireland
                                        ----------------------------------------
                                        DAVID H. IRELAND


                                        /s/ Robert Freiburghouse
                                        ----------------------------------------
                                        ROBERT FREIBURGHOUSE



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            Attorney-In-Fact


                                        SPROUT GROWTH II, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            Attorney-In-Fact


                                        SPROUT CAPITAL VII, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            Attorney-In-Fact


                                        SPROUT CEO FUND L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            Attorney-In-Fact

                                                                   EXHIBIT 10.26

                                    AMENDMENT
                                       TO
                           THE STOCKHOLDERS AGREEMENT

This Amendment to The Stockholders Agreement dated as of May 22, 1996 entered
into among DLJ Merchant Banking Partners, L.P., DLJ International Partners C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital
Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund
L.P., David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault
Systems, Inc. (the "Amendment") shall be effective as of the signature date
below.

WHEREAS, CommVault Systems, Inc., (the "Issuer") has entered into a
Stockholder's Agreement dated as of May 22, 1006 (the "Agreement") along with
the parties named above;

WHEREAS, the Issuer desires to amend the terms of said Agreement;

WHEREAS, Issuer has secured the proper approvals to amend the terms of said
Agreement;

NOW, THEREFORE, the Agreement shall be amended, pursuant to its terms, as
follows:

Section 2.1 shall be modified to read as follows:

(i)  General. (a) Until the earlier of (i) the fifth anniversary of the date of
     this Agreement or (ii) six (6) months or the date as otherwise set forth by
     the Underwriters from the consummation of an Initial Public Offering, the
     earlier of such dates, (the "Restriction Termination Date"), no stockholder
     may, directly or indirectly, sell, assign, transfer, grant a participation
     in, pledge or otherwise dispose of ("transfer") any Stock (or solicit any
     offers to buy or otherwise acquire, to take a pledge of, any of its Stock)
     except transfers permitted by Section 2.3.

Section 6.6 shall be modified to read as follows:

     If to Management or the Issuer, to:
          CommVault Systems, Inc.
          2 Crescent Place, Building B
          P.O. Box 900
          Oceanport, New Jersey 07757-0900
          Attention: CEO
          Fax: 732-870-4512

All capitalized terms shall have the same meaning as assigned to such term in
the Agreement. All terms and conditions of the Agreement which are not
specifically amended herein shall remain in full force and effect. This
Amendment shall be binding upon and inure to the benefit of the parties to the
Agreement.



By signing below, the Issuer acknowledges that all approvals necessary relating
to the execution of this Agreement have been obtained and are in full force and
effect.

CommVault Systems, Inc.


/s/ Scotty R. Neal
- ----------------------------------------
Scotty R. Neal
Title: President
Date: July 23, 1998


                                        2

                                                                   EXHIBIT 10.27

                                    AMENDMENT
                                       TO
                           THE STOCKHOLDERS' AGREEMENT

     This Second Amendment (this "Amendment") to The Stockholders' Agreement
dated as of May 22, 1996, as amended, entered into among DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II,
L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. (collectively, the "DLJ
Entities"), David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault
Systems, Inc. (the "Issuer") shall be effective as of the signature date below.

     WHEREAS, the Issuer has entered into a Stockholders' Agreement dated as of
May 22, 1996, as amended (the "Agreement"), along with the DLJ Entities and the
other parties thereto; and

     WHEREAS, the Issuer and the DLJ Parties desire to amend the terms of the
Agreement;

     NOW THEREFORE, the Agreement shall be amended, pursuant to the terms, as
follows:

     1. The carryover paragraph directly after Section 4.1(a)(ii) shall be
     amended to replace the word "three" directly before "Demand Registrations"
     in the first proviso, with the word "six", with the intent that the DLJ
     Entities shall have the right to request up to six Demand Registrations
     pursuant to Section 4.1.

     2. Section 4.1(d) shall be modified to read as follows:

     "    (d) If a Demand Registration involves an Underwritten Public Offering
     and the managing underwriter shall advise the Issuer and the Selling
     Stockholders in writing that, in its opinion, the number of shares of
     Common Stock requested to be included in such registration (including
     Common Stock which the Issuer proposes to be included which is not
     Registrable Stock or any other securities of other parties with piggyback
     registration rights) exceeds the largest number of Stock which can be sold
     in an orderly manner within a price range acceptable to the Selling
     Stockholders (the "MAXIMUM OFFERING SIZE"), the Issuer will include such
     registration, in the priority listed below, up to the Maximum Offering
     Size:

          (i) first, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights granted
          under the Registration Rights Agreement, dated April 14, 2000 (the
          "PRIOR HOLDERS"), pro rata on the basis of the number of shares of
          Registrable Stock and other securities requested for inclusion in such
          registration by each such Holder or Prior Holder;

          (ii) second, any securities requested to be included therein by any
          other holders pursuant to such holders' piggyback rights, if any, pro
          rata on the basis of the



          number of shares of such securities requested for inclusion in such
          registration by each such holder; and

          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any."

     3. Section 4.2(b) shall be modified to read as follows:

     "    (b) If a registration pursuant to this Section 4.2 involves a primary
     Underwritten Public Offering on behalf of the Issuer and the managing
     underwriter advises the Issuer that in its opinion, the numbers of shares
     of Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the Common Stock proposed to be registered by the Issuer;

          (ii) second, the securities requested to be included in such
          registration by the Prior Holders pro rata on the basis of the number
          of shares of securities requested for inclusion in such registration
          by each such Prior Holder; and

          (iii) third, the Registrable Stock requested be included in such
          registration among the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights, if any,
          pro rata on the basis of the number of shares of Registrable Stock and
          other securities requested for inclusion in such registration by each
          such Holder or holder."

          (c) If a registration pursuant to this Section 4.2 involves a
     secondary Underwritten Public Offering requested by holders of the Issuer's
     securities other than the Holders of Registrable Stock and the managing
     underwriter advises the Issuer that in its view, the numbers of shares of
     Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the securities requested be included in such registration
          by the holders requesting such registration and the securities of the
          Prior Holders requested to be included therein, if any, pro rata on
          the basis of the number of shares of such securities requested for
          inclusion in such registration by each such holder or Prior Holder;

          (ii) second, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock and any securities
          requested to be included therein by any other holder pursuant to such
          holder's piggyback rights, if any, pro rata on the basis of the number
          of shares of Registrable Stock and other securities requested for
          inclusion in such registration by each such Holder or holder;

          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any.



     4. All capitalized terms shall have the same meaning as assigned to such
     term in the Agreement. All terms and conditions of the Agreement which are
     not specifically amended herein shall remain in full force and effect. This
     Amendment shall be binding upon and inure to the benefit of the parties to
     the Agreement.

     5. This Amendment has been approved by the Board and the signatories hereto
     represent holders of at least 85% of the Fully Diluted Common Stock held by
     parites to the Agreement, in compliance with Section 6.4 of the Agreement.

                            [Signature Page Follows]



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of this 6th day of November, 2000

                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        By: DLJ Merchant Banking, Inc.
                                            Managing General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Vice President



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              Authorized Signatory


                                        SPROUT GROWTH II, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        SPROUT CAPITAL VII, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              Authorized Signatory


                                        SPROUT CEO FUND, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              Authorized Signatory



                                        DLJ FIRST ESC, L.P.

                                        By: DLJ LBO Management Corporation, its
                                            General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal



                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President

                                                                   EXHIBIT 10.28

                                    AMENDMENT
                                       TO
                           THE STOCKHOLDERS' AGREEMENT

     This Third Amendment (this "Amendment") to The Stockholders' Agreement
dated as of May 22, 1996, as amended, entered into among DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II,
L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. (collectively, the "DLJ
Entities"), David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault
Systems, Inc. (the "Issuer") shall be effective as of the signature date below.

     WHEREAS, the Issuer has entered into a Stockholders' Agreement dated as of
May 22, 1996, as amended by the First Amendment thereto, dated July 23, 1998,
and the Second Amendment thereto, dated November 6, 2000 (as so amended, the
"Agreement"), along with the DLJ Entities and the other parties thereto; and

     WHEREAS, the Issuer and the DLJ Parties desire to amend the terms of the
Agreement;

     NOW THEREFORE, the Agreement shall be amended, pursuant to the terms, as
follows:

     1. Section 4.1(d) shall be modified to read as follows:

     "    (d) If a Demand Registration involves an Underwritten Public Offering
     and the managing underwriter shall advise the Issuer and the Selling
     Stockholders in writing that, in its opinion, the number of shares of
     Common Stock requested to be included in such registration (including
     Common Stock which the Issuer proposes to be included which is not
     Registrable Stock or any other securities of other parties with piggyback
     registration rights) exceeds the largest number of Stock which can be sold
     in an orderly manner within a price range acceptable to the Selling
     Stockholders (the "MAXIMUM OFFERING SIZE"), the Issuer will include such
     registration, in the priority listed below, up to the Maximum Offering
     Size:

          (i) first, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights granted
          under the Amended and Restated Registration Rights Agreement, dated as
          of February 14, 2002, relating to shares of the Company's Series AA
          Preferred Stock (the "SERIES AA HOLDERS") or pursuant to such holder's
          piggyback rights granted under the Registration Rights Agreement,
          dated as of February 14, 2002, relating to shares of the Company's
          Series CC Preferred Stock (the "SERIES CC HOLDERS");

          (ii) second, any securities requested to be included therein by any
          other holders pursuant to such holders' piggyback rights, if any, pro
          rata on the basis of the number of shares of such securities requested
          for inclusion in such registration by each such holder; and



          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any."

     2. Section 4.2(b) shall be modified to read as follows:

     "    (b) If a registration pursuant to this Section 4.2 involves a primary
     Underwritten Public Offering on behalf of the Issuer and the managing
     underwriter advises the Issuer that in its opinion, the numbers of shares
     of Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the Common Stock proposed to be registered by the Issuer;

          (ii) second, the securities requested to be included in such
          registration by the Series AA Holders and the Series CC Holders, if
          any; and

          (iii) third, the Registrable Stock requested be included in such
          registration among the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights, if any,
          pro rata on the basis of the number of shares of Registrable Stock and
          other securities requested for inclusion in such registration by each
          such Holder or holder."

          (c) If a registration pursuant to this Section 4.2 involves a
     secondary Underwritten Public Offering requested by holders of the Issuer's
     securities other than the Holders of Registrable Stock and the managing
     underwriter advises the Issuer that in its view, the numbers of shares of
     Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the securities requested be included in such registration
          by the holders requesting such registration and the securities of the
          Series AA Holders and the Series CC Holders requested to be included
          therein, if any;

          (ii) second, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock and any securities
          requested to be included therein by any other holder pursuant to such
          holder's piggyback rights, if any, pro rata on the basis of the number
          of shares of Registrable Stock and other securities requested for
          inclusion in such registration by each such Holder or holder;

          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any.

     3. All capitalized terms shall have the same meaning as assigned to such
     term in the Agreement. All terms and conditions of the Agreement which are
     not specifically amended herein shall remain in full force and effect. This
     Amendment shall be binding upon and inure to the benefit of the parties to
     the Agreement.



     4. This Amendment has been approved by the Board and the signatories hereto
     represent holders of at least 85% of the Fully Diluted Common Stock held by
     parties to the Agreement, in compliance with Section 6.4 of the Agreement.

                            [Signature Page Follows]



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of this ____ day of February 2002.

                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        By: DLJ Merchant Banking, Inc.
                                            Managing General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal


                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Vice President



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              President


                                        SPROUT GROWTH II, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                        Title: President


                                        SPROUT CAPITAL VII, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              President


                                        SPROUT CEO FUND, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Arthur S. Zuckerman
                                            ------------------------------------
                                        Name: Arthur S. Zuckerman
                                              President



                                        DLJ FIRST ESC, L.P.

                                        By: DLJ LBO Management Corporation, its
                                            General Partner


                                        By: /s/ Ivy Dodes
                                            ------------------------------------
                                        Name: Ivy Dodes
                                              Principal



                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President

                                                                   EXHIBIT 10.29

                                    AMENDMENT
                                       TO
                           THE STOCKHOLDERS' AGREEMENT

     This Fourth Amendment (this "Amendment") to The Stockholders' Agreement
dated as of May 22, 1996, as amended, entered into among DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II,
L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. (collectively, the "DLJ
Entities"), David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVault
Systems, Inc. (the "Issuer") shall be effective as of this 2nd day of September,
2003.

     WHEREAS, the Issuer has entered into a Stockholders' Agreement dated as of
May 22, 1996, as amended by the First Amendment thereto, dated July 23, 1998,
the Second Amendment thereto, dated November 6, 2000, and the Third Amendment
thereto, dated February 14, 2002 (as so amended, the "Agreement"), along with
the DLJ Entities and the other parties thereto; and

     WHEREAS, the Issuer and the DLJ Parties desire to amend the terms of the
Agreement;

     NOW THEREFORE, the Agreement shall be amended, pursuant to the terms, as
follows:

     1. Section 4.1(d) shall be modified to read as follows:

     "    (d) If a Demand Registration involves an Underwritten Public Offering
     and the managing underwriter shall advise the Issuer and the Selling
     Stockholders in writing that, in its opinion, the number of shares of
     Common Stock requested to be included in such registration (including
     Common Stock which the Issuer proposes to be included which is not
     Registrable Stock or any other securities of other parties with piggyback
     registration rights) exceeds the largest number of Stock which can be sold
     in an orderly manner within a price range acceptable to the Selling
     Stockholders (the "MAXIMUM OFFERING SIZE"), the Issuer will include such
     registration, in the priority listed below, up to the Maximum Offering
     Size:

          (i) first, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights granted
          under the Amended and Restated Registration Rights Agreement, dated as
          of August __, 2003, relating to shares of the Company's Series AA
          Preferred Stock (the "SERIES AA HOLDERS") or pursuant to such holder's
          piggyback rights granted under the Amended and Restated Registration
          Rights Agreement, dated as of August __, 2003, relating to shares of
          the Company's Series CC Preferred Stock (the "SERIES CC HOLDERS");

          (ii) second, any securities requested to be included therein by any
          other holders pursuant to such holders' piggyback rights, if any, pro
          rata on the basis of the number of shares of such securities requested
          for inclusion in such registration by each such holder; and



          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any."

     2. Sections 4.2(b) and 4.2(c) shall be modified to read as follows:

     "    (b) If a registration pursuant to this Section 4.2 involves a primary
     Underwritten Public Offering on behalf of the Issuer and the managing
     underwriter advises the Issuer that in its opinion, the numbers of shares
     of Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the Common Stock proposed to be registered by the Issuer;

          (ii) second, the securities requested to be included in such
          registration by the Series AA Holders and the Series CC Holders, if
          any; and

          (iii) third, the Registrable Stock requested be included in such
          registration among the Holders of Registrable Stock requesting such
          registration and any securities requested to be included therein by
          any other holder pursuant to such holder's piggyback rights, if any,
          pro rata on the basis of the number of shares of Registrable Stock and
          other securities requested for inclusion in such registration by each
          such Holder or holder."

          (c) If a registration pursuant to this Section 4.2 involves a
     secondary Underwritten Public Offering requested by holders of the Issuer's
     securities other than the Holders of Registrable Stock and the managing
     underwriter advises the Issuer that in its view, the numbers of shares of
     Common Stock requested to be included exceeds the Maximum Offering Size,
     the Issuer will include in such registration, in the following priority, up
     to the Maximum Offering Size:

          (i) first, the securities requested be included in such registration
          by the holders requesting such registration and the securities of the
          Series AA Holders and the Series CC Holders requested to be included
          therein, if any;

          (ii) second, the Registrable Stock requested be included in such
          registration by the Holders of Registrable Stock and any securities
          requested to be included therein by any other holder pursuant to such
          holder's piggyback rights, if any, pro rata on the basis of the number
          of shares of Registrable Stock and other securities requested for
          inclusion in such registration by each such Holder or holder;

          (iii) third, the Common Stock proposed to be registered by the Issuer,
          if any.

     3. All capitalized terms shall have the same meaning as assigned to such
     term in the Agreement. All terms and conditions of the Agreement which are
     not specifically amended herein shall remain in full force and effect. This
     Amendment shall be binding upon and inure to the benefit of the parties to
     the Agreement.


                                       2



     4. This Amendment has been approved by the Board and the signatories hereto
     represent holders of at least 85% of the Fully Diluted Common Stock held by
     parties to the Agreement, in compliance with Section 6.4 of the Agreement.

                            [Signature Page Follows]


                                        3



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        By: DLJ Merchant Banking, Inc.
                                            Managing General Partner


                                        By: /s/ George Hornig
                                            ------------------------------------
                                            George Hornig
                                            Attorney-In-Fact


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ George Hornig
                                            ------------------------------------
                                            George Hornig
                                            Attorney-In-Fact


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                            Advisory General Partner


                                        By: /s/ George Hornig
                                            ------------------------------------
                                            George Hornig
                                            Attorney-In-Fact


                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By: /s/ George Hornig
                                            ------------------------------------
                                            George Hornig
                                            Attorney-In-Fact


                                        4



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------


                                        SPROUT GROWTH II, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------


                                        SPROUT CAPITAL VII, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------


                                        SPROUT CEO FUND, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------


                                        DLJ FIRST ESC, L.P.

                                        By: DLJ LBO Management Corporation, its
                                            General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------


                                        5



                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                            N. Robert Hammer
                                            President


                                        6

                                                                   EXHIBIT 10.30

                   FIFTH AMENDMENT TO STOCKHOLDERS' AGREEMENT

     This Fifth Amendment (this "Amendment"), dated as of May 22, 2006, to the
Original Agreement (as defined below) is by and among DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,
DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, DLJ First ESC,
L.P., DLJ ESC II, L.P., Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout
Capital IX, L.P., Sprout Entrepreneurs' Fund, L.P., Sprout IX Plan Investors,
L.P., Sprout CEO Fund L.P., Thomas J. Barry, Larry Cormier, Randy Fodero, Robert
Freiburghouse, Bob Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom
Miller, Scotty R. Neal and CommVault Systems, Inc., a Delaware corporation.

                                   WITNESSETH:

     WHEREAS, the parties hereto previously entered into a Stockholders'
Agreement, dated as of May 22, 1996, as amended by the First Amendment thereto,
dated July 23, 1998, the Second Amendment thereto, dated November 6, 2000, the
Third Amendment thereto, dated February 14, 2002, and the Fourth Amendment
thereto, dated September 2, 2003 (as so amended, the "Original Agreement");

     WHEREAS, the parties hereto desire to amend the Original Agreement to
extend certain provisions of the Original Agreement as set forth herein; and

     WHEREAS, in compliance with Section 6.4(a) of the Original Agreement, this
Amendment has been approved by the Board and the signatories hereto represent
holders of at least 85% of the Fully Diluted Common Stock held by parties to the
Original Agreement.

     NOW THEREFORE, the parties hereto agree that the Original Agreement shall
be amended as follows:

Section 1. Definitions. Capitalized terms used but not defined herein shall have
the meaning assigned such terms in the Original Agreement.

Section 2. Extension. Each provision of the Original Agreement that was in full
force and effect immediately prior to the execution of this Amendment, and had
not expired or terminated pursuant to its terms prior to the date hereof, shall
hereby be extended, and the rights and obligations set forth in each such
provision shall continue in full force and effect, until the earlier of (a) the
first anniversary of the date of this Amendment and (b) the consummation of an
Initial Public Offering.

Section 3. Miscellaneous.

     (a) This Amendment shall be binding upon and shall inure to the benefit of
the parties to the Original Agreement.



     (b) This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed one and the same instrument.

                                      *****



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of, the day and year
first above written.

                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        By: DLJ Merchant Banking, Inc.
                                        Managing General Partner


                                        By: /s/ Goerge R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: Attorney-In-Fact


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                        Advisory General Partner


                                        By: /s/ George R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: Attorney-In-Fact


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                        Advisory General Partner


                                        By: /s/ George R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: Attorney-In-Fact


                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By: /s/ George R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: President



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Amy Yeung
                                            ------------------------------------
                                        Name: Amy Yeung
                                              Vice President


                                        DLJ FIRST ESC, L.P.

                                        By: DLJ LBO Management Corporation,
                                        its General Partner


                                        By: /s/ George R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: President


                                        DLJ ESC II, L.P.

                                        By: DLJ LBO Management Corporation,
                                        its General Partner


                                        By: /s/ George R. Hornig
                                            ------------------------------------
                                        Name: George R. Hornig
                                        Title: President


                                        SPROUT GROWTH II, L.P.

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Vice President



                                        SPROUT CAPITAL VII, L.P.

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Vice President


                                        SPROUT CAPITAL IX, L.P.

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Vice President


                                        SPROUT IX PLAN INVESTORS, L.P.

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Attorney-In-Fact


                                        SPROUT CEO FUND L.P.

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Vice President



                                        SPROUT ENTREPRENEURS' FUND

                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By: /s/ Amy M. Yeung
                                            ------------------------------------
                                        Name: Amy M. Yeung
                                              Vice President


                                        ----------------------------------------
                                        THOMAS J. BARRY


                                        ----------------------------------------
                                        LARRY CORMIER


                                        ----------------------------------------
                                        RANDY FODERO


                                        ----------------------------------------
                                        ROBERT FREIBURGHOUSE


                                        ----------------------------------------
                                        BOB GAILUS


                                        ----------------------------------------
                                        N. ROBERT HAMMER


                                        ----------------------------------------
                                        DAVID H. IRELAND


                                        ----------------------------------------
                                        LOU MICELI




                                        ----------------------------------------
                                        TOM MILLER


                                        ----------------------------------------
                                        SCOTTY R. NEAL


                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President

                                                                    Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated June 28, 2006, in Amendment No. 2 to the Registration
Statement (Form S-1 No. 333-132550) and related Prospectus of CommVault Systems,
Inc.

/s/   Ernst & Young LLP

MetroPark, New Jersey
June 28, 2006

                                             (MAYER, BROWN, ROWE & Maw LLP LOGO)

June 30, 2006                                       Mayer, Brown, Rowe & Maw LLP
                                                           71 South Wacker Drive
                                                    Chicago, Illinois 60606-4637

                                                         Main Tel (312) 782-0600
                                                         Main Fax (312) 701-7711
                                                          www.mayerbrownrowe.com


By EDGAR & UPS

Securities and Exchange Commission
Division of Corporate Finance
Attention: Mark P. Shuman, Branch Chief - Legal
100 F Street, N.E.
Washington, D.C. 20549

Re:   CommVault Systems, Inc. Amendment No. 1 to
      Registration Statement on Form S-1 filed
      May 3, 2006 (File No.333-132550)

Dear Mr. Shuman:

      This letter responds to the Staff's comment letter, dated May 26, 2006,
addressed to N. Robert Hammer, Chairman of the Board, President and Chief
Executive Officer of CommVault Systems, Inc. ("CommVault"), related to the
above-referenced filing. CommVault's responses to the Staff's comments are set
forth herein. To facilitate the Staff's review, CommVault's responses are set
forth below the headings and numbered comments used in the Staff's comment
letter, which are reproduced in bold face text. The supplemental materials
referenced herein will accompany the hard copy of this letter, which has been
forwarded to you via overnight courier. CommVault is contemporaneously filing an
amended Form S-1.

AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-1

INSIDE FRONT COVER PAGE

1.    WE NOTE YOUR RESPONSE TO COMMENT 4 OF OUR LETTER DATED APRIL 13, 2006;
      HOWEVER, YOUR ARTWORK CONTINUES TO CONTAIN EXTENSIVE NARRATIVE TEXT
      THAT IS DIFFICULT TO FOLLOW.  AS NOTED IN OUR PRIOR COMMENT, PLEASE
      LIMIT YOUR GRAPHIC ARTWORK TO A PICTORIAL OR GRAPHIC REPRESENTATION OF
      YOUR PRODUCTS OR BUSINESS AND USE TEXT ONLY TO THE EXTENT NECESSARY TO
      EXPLAIN BRIEFLY THE VISUALS IN THE PRESENTATION.  WE NOTE YOUR RESPONSE
      THAT THE CURRENT TEXT IS NECESSARY TO EXPLAIN THE VISUALS PRESENTED IN
      THE GRAPHIC.  THE TEXT, HOWEVER, CURRENTLY APPEARS TOO EXCESSIVE AND
      OVERWHELMS THE VISUAL PRESENTATION.  PLEASE REFER TO SECTION VIII OF
      OUR MARCH 31, 2001 UPDATE TO OUR CURRENT ISSUES AND RULEMAKING PROJECTS
      OUTLINE FOR ADDITIONAL GUIDANCE AND REVISE ACCORDINGLY.

The artwork has been revised as requested.

      BerlinBrussels Charlotte Chicago Cologne Frankfurt Houston London Los
                Angeles New York Palo Alto Paris Washington, D.C.
     Independent Mexico City Correspondent: Jauregui, Navarrete y Nader S.C.

    Mayer, Brown, Rowe & Maw LLP operates in combination with our associated
       English limited liability partnership in the offices listed above.

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 2


PROSPECTUS SUMMARY, PAGE 1

2.    WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO COMMENT 6 OF OUR LETTER
      DATED APRIL 13, 2006. PLEASE ELABORATE OR QUANTIFY ON YOUR USE OF THE TERM
      "SIGNIFICANT DEPLOYMENT."

The prospectus has been revised as requested.

3.    IN YOUR RESPONSE TO COMMENT 7 OF OUR LETTER DATED APRIL 13, 2006 YOU
      INDICATE THAT THE MARKETING STUDIES YOU EXCERPT ARE NOT AVAILABLE TO
      THE PUBLIC WITHOUT COST OR AT NOMINAL COST.  AS SUCH, PLEASE PROVIDE
      CONSENTS OF THE AUTHORS OF THE REFERENCED REPORTS THAT CONFORM TO RULE
      436 UNDER THE SECURITIES ACT AND ITEM 601(b)(23) OF REGULATION S-K.
      ALTERNATIVELY, ELIMINATE THE REFERENCE TO THE AUTHORITIES YOU CITE AND
      INDICATE THAT THE MARKET DATA YOU SUMMARIZE IN THE PROSPECTUS REPRESENT
      THE VIEWS OF COMMVAULT.

The prospectus has been revised as requested.

4.    WE NOTE YOUR RESPONSE TO COMMENT 22 OF OUR LETTER DATED APRIL 13, 2006 AND
      YOUR DISCLOSURE IN LIQUIDITY AND CAPITAL RESOURCES ON PAGE 47 SUMMARIZING
      YOUR PRIVATE PLACEMENTS. PLEASE BRIEFLY SUMMARIZE THESE PRIVATE PLACEMENTS
      IN YOUR PROSPECTUS SUMMARY AND RELATE THEM TO THE TRANSACTIONS PLANNED IN
      CONNECTION WITH THE OFFERING. PLEASE ALSO BRIEFLY DISCUSS THE INTERESTS OF
      CREDIT SUISSE IN THE TRANSACTIONS.

The prospectus has been revised as requested.

5.    IT APPEARS THAT THE LETTER AGREEMENT DATED FEBRUARY 8, 2002 YOU MENTION IN
      YOUR RESPONSE TO COMMENT 11 OF OUR LETTER DATED APRIL 13, 2006 SHOULD BE
      FILED AS AN EXHIBIT TO YOUR REGISTRATION STATEMENT PURSUANT TO ITEM
      601(b)(10)(i) OF REGULATION S-K.

The letter agreement has been filed as an exhibit to the Registration Statement.

6.    WITH RESPECT TO YOUR RESPONSE TO COMMENT 12 OF OUR LETTER DATED APRIL
      13, 2006, PLEASE ADVISE US WHETHER EACH INVESTOR IS AN ACCREDITED
      INVESTOR.  PLEASE ALSO PROVIDE FOR OUR REVIEW ANY AGREEMENTS RELATED TO
      YOUR CONCURRENT PRIVATE PLACEMENT.  WE FURTHER NOTE YOUR RESPONSE TO
      COMMENT 44 OF OUR LETTER DATED APRIL 13, 2006 AS TO THE PRIVATE
      PLACEMENT AGREEMENTS.  IT APPEARS THAT THE FILING OF SUCH AGREEMENTS
      MAY BE NECESSARY PURSUANT TO ITEMS 601(b)(10)(i) AND (II)(A) OF
      REGULATION S-K.  PLEASE FILE OR OTHERWISE ADVISE.

The requested documentation is located behind Tab A in the binder of
supplemental material accompanying this filing. The agreements are immaterial in
amount and significance and do not fall within the requirements set forth under
Items 601(b)(10)(i) or (ii)(A) of Regulation S-K.

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 3


7.    WE NOTE YOUR RESPONSE TO COMMENT 17 OF OUR LETTER DATED APRIL 13, 2006.
      PLEASE BRIEFLY DISCUSS IN YOUR PROSPECTUS SUMMARY THE FACT THAT A
      SUBSTANTIAL PORTION OF YOUR REVENUE HAS BEEN DERIVED FROM ONE PRODUCT IN
      YOUR SUITE OF PRODUCTS. PLEASE ALSO ELABORATE IN YOUR MANAGEMENT'S
      DISCUSSION AND ANALYSIS AS TO WHETHER YOU PLAN TO CONTINUE TO
      SUBSTANTIALLY DERIVE YOUR REVENUE FROM THIS PRODUCT.

The prospectus has been revised to include the requested disclosure.

RISK FACTORS

WE ANTICIPATE THAT AN INCREASING PORTION OF OUR REVENUES WILL DEPEND..., PAGE
12

8.    WE NOTE YOUR RESPONSE TO COMMENT 15 OF OUR LETTER DATED APRIL 13,
      2006.  DELL IS A SIGNIFICANT SELLER OF COMPUTER HARDWARE.
      NOTWITHSTANDING YOUR RESPONSE THAT DELL HAS NO MINIMUM SALES
      REQUIREMENTS OR MARKETING OBLIGATIONS, YOUR ARRANGEMENT WITH DELL
      THROUGH YOUR AGREEMENTS AFFORDS YOU THE ABILITY TO HAVE YOUR SOFTWARE
      OFFERED TO DELL'S LARGE CUSTOMER BASE.  YOUR AGREEMENTS WITH DELL
      CONSTITUTE 18 PERCENT OF YOUR REVENUE FOR THE NINE MONTHS ENDED
      DECEMBER 31, 2005.  ACCORDINGLY, IT APPEARS THAT YOU ARE DEPENDENT ON
      YOUR ARRANGEMENT WITH DELL THROUGH YOUR AGREEMENTS FOR A SIGNIFICANT
      PORTION OF YOUR REVENUE AND, AS A RESULT, SUCH AGREEMENTS ARE MATERIAL
      PURSUANT TO ITEM 601(b)(10)(II)(B) OF REGULATION S-K.  PLEASE FILE SUCH
      AGREEMENTS OR FURTHER ADVISE US OTHERWISE.

The agreements have been filed as exhibits to the Registration Statement.

CREDIT SUISSE SECURITIES (USA) LLC, AN UNDERWRITER IN THIS OFFERING, HAS AN
INTEREST..., PAGE 23

9.    PLEASE ELABORATE ON THE SPECIFIC RISKS TO THE OFFERING POSED BY THE
      CONFLICT OF INTEREST OF CREDIT SUISSE SUCH AS ANY RISKS RELATING TO THE
      PRICING OR EXECUTION OF THE OFFERING.

The prospectus has been revised as requested.

APPROXIMATELY    % OF OUR OUTSTANDING COMMON STOCK HAS BEEN DEPOSITED...,
PAGE 23

10.   PLEASE ELABORATE FURTHER HERE OR ELSEWHERE, AS APPROPRIATE, ON THE
      CRITERIA, IF ANY, USED BY THE TRUSTEE IN DETERMINING WHETHER OR NOT TO
      VOTE ON A MATTER.

The prospectus has been revised as requested.

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 4


CRITICAL ACCOUNTING POLICIES

STOCK-BASED COMPENSATION, PAGE 39

11.   IN YOUR RESPONSE, YOU INDICATE THAT YOU CONSIDERED THE DISCLOSURE GUIDANCE
      SET FORTH IN THE AICPA'S AUDIT AND ACCOUNTING PRACTICE AIDS (THE PRACTICE
      AID). IT IS NOT CLEAR FROM EXISTING DISCLOSURE THAT YOU HAVE ADDRESSED HOW
      YOUR STOCK-BASED COMPENSATION VALUATION REFLECTS THE BEST PRACTICE FOR
      PRIVATELY HELD EQUITY VALUATION. PLEASE ADDRESS FOLLOWING:

      -     IN YOUR MANAGEMENT'S DISCUSSION AND ANALYSIS OF STOCK-BASED
            COMPENSATION, DISCLOSE THE INTRINSIC VALUE OF OUTSTANDING VESTED AND
            UNVESTED OPTIONS BASED ON THE ESTIMATED OFFERING PRICE AND THE
            OPTIONS OUTSTANDING AS OF THE MOST RECENT BALANCE SHEET DATE
            PRESENTED IN THE REGISTRATION STATEMENT.

Management's discussion and analysis of stock-based compensation includes the
requested disclosure. The remaining blanks will be completed prior to
circulation of a preliminary prospectus.

      -     IN YOUR MANAGEMENT'S DISCUSSION AND ANALYSIS AND NOTE 9, EXPAND YOUR
            DISCLOSURE TO ADDRESS HOW EACH OF THE FACTORS YOU DISCLOSE
            CONTRIBUTED TO THE DIFFERENCE BETWEEN THE FAIR VALUE AS OF THE DATE
            OF EACH GRANT AND THE ESTIMATED OFFERING PRICE. YOUR DISCUSSION
            SHOULD CLARIFY THE REASONS FOR ANY DIFFERENCE BETWEEN THE FAIR VALUE
            AT EACH OPTION GRANT DATE AND THE ESTIMATED OPTION PRICE RANGE.

In lieu of solely relying upon its internal valuation model, CommVault solicited
the assistance of an unrelated third-party valuation specialist to prepare a
retrospective determination of fair value of its common stock underlying the
stock option grants since January 1, 2005. The retrospective determination of
fair value of CommVault's common stock utilized the probability weighted
expected returns ("PWER") method described in the AICPA Technical Practice Aid,
Valuation of Privately-Held-Company Equity Securities Issued as Compensation
("Practice Aid"). The valuations performed by the unrelated valuation specialist
are located behind Tab B in the binder of supplemental materials accompanying
this filing. In addition, the prospectus has been revised to include the
significant factors that contributed to the increase in the fair value of
CommVault's common stock at each grant date during fiscal 2006 leading up to a
potential initial public offering.

Under the PWER method, the value of common stock is estimated based upon an
analysis of future values for the enterprise assuming various future outcomes.
In CommVault's situation, the future outcomes included two scenarios: (i)
CommVault becomes a public company ("public company scenario") and; (ii)
CommVault remains a private company ("remains private scenario").

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 5


The "public company" scenario was based on the estimated mid-point of the
initial public offering price range and utilized a discount rate ranging from
20% to 25% based on the inherent risk of an investment in CommVault. Under the
"public company" scenario, the closer CommVault gets to an initial public
offering, the higher the probability assessment weighting is for that scenario.
CommVault used a 10% probability assumption for its January 2005 grants and this
percentage increased to 90% for CommVault's March 2006 grant as significant
milestones were achieved and as discussions with CommVault's investment bankers
increased as CommVault prepared for the initial public offering process.

Under the "remains private" scenario, the retrospective estimates of enterprise
value at each of the grant dates since January 2005 were based upon a
combination of the income approach and the market approach. CommVault applied
weights of 80% to the income approach and 20% to the market approach because
CommVault believes that the income approach is a better approximation of value.
Under the income approach, CommVault's enterprise value was based on the present
value of its forecasted operating results. In addition, the income approach used
discount rates ranging from 20% to 25% (as discussed above) as well as an EBITDA
terminal multiple based upon the EBITDA multiples of a comparable group of
publicly-traded companies engaged in lines of business similar to CommVault.
Under the market approach, CommVault's estimated enterprise value was calculated
based upon the revenue multiples of the same group of comparable companies
discussed in the income approach. The fair value of CommVault's common stock
under the "remains private" scenario was determined by reducing the total
estimated "remains private" enterprise value by the liquidation preferences of
CommVault's Series A through E cumulative redeemable preferred stock and the
conversion preferences of the Series AA, BB and CC convertible preferred stock
as well as a discount for lack of marketability assuming CommVault remains a
private company.

The prospectus has been revised to reflect the results of the retrospective
determination of fair value of CommVault's common stock. In summary, CommVault
recorded approximately $9.2 million in deferred stock-based compensation expense
and recognized compensation expense of approximately $1.1 million during fiscal
2006 related to stock options that were granted with an exercise price that was
below the fair value of CommVault's common stock on the date of grant.

SUPPLEMENTAL MATERIAL BINDER, TAB E

12.   WE NOTE THE SUPPLEMENTAL INFORMATION PROVIDED IN TAB E, WHICH INCLUDES AN
      INTEROFFICE MEMORANDUM THAT DISCUSSES THE VALUATION METHODOLOGY AND
      ASSUMPTIONS USED TO FAIR VALUE THE COMPANY'S OPTION GRANTS. PLEASE PROVIDE
      A COPY OF THE ACTUAL VALUATION ANALYSIS THAT INCLUDES YOUR REVENUE OR
      EARNINGS PROJECTIONS AND THE LIST OF COMPARABLE COMPANIES USED BY THE
      BOARD OF DIRECTORS TO DETERMINE THE FAIR VALUE OF YOUR COMMON STOCK FOR
      EACH GRANT DATE. ALSO, CONFIRM TO US THAT YOUR REVENUE AND OPERATING
      PROJECTION ASSUMPTIONS ARE CONSISTENT WITH INTERNAL PROJECTIONS THAT WERE

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 6


      USED BY MANAGEMENT, PRESENTED TO THE BOARD OF DIRECTORS, PROVIDED TO YOUR
      BANKERS AND UNDERWRITERS, AND/OR USED BY OTHER PARTIES.

A copy of the actual valuation analysis and a list of the comparable companies
used by the board of directors to determine the fair value of CommVault's common
stock at each stock option grant date is located behind Tab C in the binder of
supplemental materials accompanying this filing.

The revenue and operating projections used in CommVault's valuation analysis
were consistent with internal projections that were used by management and
presented to CommVault's board of directors. The revenue and operating
projections used in CommVault's valuation analysis were generally higher
(generated higher per share value) than those provided to bankers, underwriters
and other third parties.

In connection with the preparation of the fiscal 2006 annual financial
statements, CommVault performed a retrospective determination of fair value of
its common stock underlying stock option grants since January 1, 2005 based upon
valuations performed by an unrelated valuation specialist. See the response to
the second bullet under Comment 11 above.

13.   CONFIRM TO US THAT COMPARABLE COMPANIES WERE USED FOR THE MARKET APPROACH
      AT EACH VALUATION DATE AND TELL US HOW MANAGEMENT DETERMINED THAT THE
      COMPANIES USED IN YOUR VALUATION WERE IN FACT COMPARABLE.

CommVault used comparable companies for the market approach at each valuation
date. Based on its knowledge of the storage and management software industry,
CommVault identified the population of direct competitors along with other
companies within the industry that offer somewhat similar products. CommVault
then analyzed the identified population, selecting a peer group of
publicly-traded companies that it believed to be most comparable in terms of
business operations, size, stage of development, prospects for growth and risk.

In connection with the preparation of the fiscal 2006 annual financial
statements, CommVault performed a retrospective determination of fair value of
its common stock underlying stock option grants since January 1, 2005 based upon
valuations performed by an unrelated valuation specialist. See the response to
the second bullet under Comment 11 above.

14.   WE NOTE THAT THE FAIR VALUE OF YOUR COMMON STOCK AS OF JANUARY 2005, MAY
      2005, JULY 2005 AND NOVEMBER 2005 AS DISCLOSED ON PAGE F-23 OF YOUR
      PROSPECTUS DOES NOT AGREE TO THE INFORMATION DISCLOSED ON PAGE 2 IN TAB E
      TO YOUR SUPPLEMENTAL MATERIAL. PLEASE EXPLAIN.

The fair value of CommVault's common stock disclosed in the materials located
behind Tab E to the supplemental materials that accompanied the May 3, 2006
filing was the per share value calculated from CommVault's valuation analysis.
CommVault's Board of Directors used this per share value as a basis for
determining the fair value of CommVault's common stock at each

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Securities and Exchange Commission
June 30, 2006
Page 7


stock option grant date. The difference between the per share value calculated
by CommVault's valuation analysis and the fair value of CommVault's common stock
determined by the Board of Directors is primarily due to the conservative
approach the Board of Directors utilized when establishing fair values in fiscal
2006. As a result, the Board of Directors generally set the exercise price of
stock options higher than the per share value calculated from CommVault's
valuation analysis. However, the fair value determined by the Board of Directors
since January 1, 2005 is now superseded by the retrospective determination of
fair value as discussed above in the response to the second bullet under Comment
11.

15.   WE NOTE THAT YOU APPLIED A MARKETABILITY DISCOUNT RATE OF 15 PERCENT FOR
      OPTIONS GRANTED ON JANUARY 2005, MAY 2005, JULY 2005 AND SEPTEMBER 2005.
      PLEASE EXPLAIN TO US HOW YOU DETERMINED THAT THIS DISCOUNT RATE OF 15
      PERCENT DEMONSTRATES AN OBJECTIVE DETERMINATION OF FAIR VALUE.

Determining the fair value of CommVault's common stock required making complex
and subjective judgments, particularly since there was no trading market for its
common stock at the time of the each stock option valuation. CommVault initially
based the fair value of its common stock on multiples of a comparable group of
publicly-traded companies in its market sector. CommVault then applied a 15%
marketability discount to the multiples used to value its common stock in
January 2005, May 2005, July 2005 and September 2005 based on a qualitative
analysis utilizing the guidance in the AICPA Practice Aid "Valuation of
Privately-Held-Company Equity Securities Issued as Compensation." In retrospect,
based on the valuations performed by the unrelated valuation specialist as
described in the second bullet under Comment 11, this 15% discount was
conservative as compared to the 35% discount rate utilized by the unrelated
valuation specialist.

The factors considered in the qualitative analysis to determine the size of the
marketability discount were:

      -     Prospects for liquidity

      -     Risks associated with its business

      -     Risks related to CommVault's products

      -     Concentration of ownership

      -     Uncertainty of value

In connection with the preparation of the fiscal 2006 annual financial
statements, CommVault performed a retrospective determination of fair value of
its common stock underlying stock option grants since January 1, 2005 based upon
valuations performed by an unrelated valuation specialist. See the response to
the second bullet under Comment 11 above.


16.   IN PAGE 8 OF THE SUPPLEMENTAL MATERIAL BINDER, TAB E, YOU INDICATE THAT
      "[T]HE MOST IMPORTANT FACTOR IN RECONCILING AND EXPLAINING THE
      DIFFERENCE BETWEEN THE FAIR VALUES

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      OF [Y]OUR COMMON STOCK AND AN ESTIMATED IPO PRICE OF $7.00 PER SHARE IS
      [Y]OUR ACHIEVEMENT OF ANTICIPATED EARNINGS IN Q4 FY 06 AND THE INCREASED
      CONFIDENCE THAT OUTSIDE ANALYSTS AND UNDERWRITERS HAVE IN USING [Y]OUR
      PROJECTED CY 07 PROJECTIONS FOR IPO VALUATION PURPOSE." YOU FURTHER
      INDICATE THAT "[W]ITH THE BENEFIT OF HINDSIGHT, THE COMPANY BELIEVES THAT
      USING THE MID-POINT OF THE ESTIMATED OFFERING RANGE OF $7.00 PER SHARE IS
      AN OBJECTIVE DEMONSTRATION OF FMV FOR THE JANUARY, MARCH AND APRIL 2006
      GRANTS." WE FURTHER NOTE, THAT YOU "USED A MARKETABILITY DISCOUNT RATE OF
      20% FOR THE JANUARY 2006 GRANT, 15% FOR THE MARCH 2006 GRANT AND 10% FOR
      THE APRIL 2006 GRANT GIVEN THE RISKS AND UNCERTAINTIES OF PROCEEDING WITH
      AN IPO." EXPLAIN TO US THE OBJECTIVE EVIDENCE THAT SUPPORTS EACH DISCOUNT
      RATE USED IN 2006. PLEASE NOTE THAT USE OF "RULE OF THUMB" DISCOUNTS IS
      NOT AN APPROPRIATE METHOD OF ESTIMATING THE FAIR VALUE OF YOUR STOCK. SEE
      FOOTNOTE 4 TO PARAGRAPH 4 OF THE PRACTICE AID.

As previously discussed, CommVault has prepared a retrospective determination of
the fair value of its common stock since January 1, 2005. As a result of that
analysis, CommVault's common stock valuation methodology utilizing discount
rates in fiscal 2006 has been superseded by a retrospective determination of
fair value of its common stock based upon valuations performed by an unrelated
valuation specialist. See the response to the second bullet under Comment 11
above.

17.   PLEASE TELL US WHAT CONSIDERATION YOUR AUDITORS GAVE TO CONSULTATION WITH
      THEIR NATIONAL OFFICE REGARDING YOUR STOCK VALUATION ACCOUNTING AND
      DISCLOSURE.

CommVault has been informed that its auditors have consulted with their national
office regarding CommVault's stock valuation accounting and disclosure.

MANAGEMENT, PAGE 63

18.   PLEASE ENSURE THAT YOUR DISCLOSURE CONFORMS TO THE REQUIREMENTS OF ITEM
      401 OF REGULATION S-K. WE NOTE, FOR EXAMPLE, THAT MR. FANZILLI'S
      DISCLOSURE DOES NOT APPEAR TO FULLY ACCOUNT FOR THE PAST FIVE YEARS WITH
      RESPECT TO HIS BUSINESS EXPERIENCE.

The prospectus has been revised to provide the requested disclosure.

19.   WE NOTE YOUR RESPONSE TO COMMENT 36 OF OUR LETTER DATED APRIL 13, 2006. IT
      APPEARS THAT DISCLOSURE RELATING TO ITEM 404 OF REGULATION S-K HAS BEEN
      MADE WITH RESPECT TO MEMBERS OF YOUR COMPENSATION COMMITTEE. ACCORDINGLY,
      DISCLOSURE PURSUANT TO ITEM 402(j)(III) OF REGULATION S-K APPEARS
      NECESSARY. PLEASE FURTHER ADVISE US OF ANY RELATIONSHIP THE COMPANY HAS
      WITH FRANCISCO PARTNERS.

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Securities and Exchange Commission
June 30, 2006
Page 9


The prospectus has been revised to provide the requested disclosure. One of
CommVault's directors, Keith Geeslin, is a Partner of Francisco Partners.
CommVault does not have any additional relationships with Francisco Partners.

STOCK OPTION GRANTS IN LAST FISCAL YEAR, PAGE 69

20.   PLEASE ADVISE US HOW YOU PLAN TO VALUE THE OPTIONS DISCLOSED PURSUANT
      TO ITEM 402(c) OF REGULATION S-K.  WE NOTE YOUR REFERENCE IN YOUR
      RESPONSE TO COMMENT 37 OF OUR LETTER DATED APRIL 13, 2006 TO THE
      MATERIALS REGARDING YOUR VALUATION PROCESS.  WE SUGGEST THAT YOU USE
      THE MIDPOINT OF YOUR OFFERING PRICE FOR PURPOSES OF ITEM 402(c) AS THE
      USE OF THAT NUMBER WILL INFORM INVESTORS OF THE IMPACT OF THE OFFERING
      ON THE HOLDERS OF THE OPTIONS.  PLEASE SEE INSTRUCTION 7 TO ITEM
      402(C), RELEASE NO. 34-32723 AND INTERPRETATION J.17 OF OUR JULY 1997
      MANUAL OF PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS.  OTHERWISE, YOU
      SHOULD DISCUSS IN A FOOTNOTE THE VALUATION METHOD AND ASSUMPTIONS USED
      AND IN DETERMINING THE FAIR MARKET VALUE OF THE OPTIONS IN ACCORDANCE
      WITH INSTRUCTION 9 TO ITEM 402(c).

The prospectus will be revised to include the requested information prior to
circulation of a preliminary prospectus. The options disclosed pursuant to Item
402(c) of Regulation S-K will be valued using the mid-point of the offering
price range.

THE CONCURRENT PRIVATE PLACEMENT, PAGE 73

21.   PLEASE ADVISE US WHERE SUCH PREEMPTIVE RIGHTS ARE SET FORTH. FURTHER, IT
      APPEARS THAT THE AGREEMENT SETTING FORTH SUCH RIGHTS SHOULD BE FILED WITH
      YOUR REGISTRATION STATEMENT PURSUANT TO ITEMS 601(b)(10)(i) AND (II)(A) OF
      REGULATION S-K.

The referenced preemptive rights are set forth in agreements filed as exhibits
to the Registration Statement.

22.   WE NOTE YOUR RESPONSE TO COMMENT 39 OF OUR LETTER DATED APRIL, 13,
      2006.  NOTWITHSTANDING YOUR DISCLOSURE HERE IN YOUR PROSPECTUS AS
      OPPOSED TO ITEM 15 TO YOUR REGISTRATION STATEMENT ON THIS CONCURRENT
      SALE OF UNREGISTERED SECURITIES, ITEM 701(d) OF REGULATION S-K REQUIRES
      BRIEF DISCLOSURE OF "THE FACTS RELIED UPON TO MAKE THE EXEMPTION
      AVAILABLE."  ENSURE THAT THE INFORMATION REGARDING THE BASIS FOR YOUR
      CONCLUSION OF THE AVAILABILITY OF THE EXEMPTION RELIED UPON CONVEYS
      SPECIFIC INFORMATION THAT ADDRESSES EACH UNREGISTERED TRANSACTION IN
      THE THREE-YEAR PERIOD.  PLEASE MAKE SUCH DISCLOSURE HERE OR AS REQUIRED
      IN ITEM 15 TO YOUR REGISTRATION STATEMENT.

The prospectus has been revised as requested.


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Securities and Exchange Commission
June 30, 2006
Page 10

FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE F-9

23.   WE NOTE YOUR RESPONSE TO COMMENT 50 OF OUR LETTER DATED APRIL 13, 2006 AND
      YOUR REVISED DISCLOSURE WITH REGARDS TO YOUR REVENUE RECOGNITION POLICY
      AND THE ROLLING 12-MONTH ANALYSIS YOU PERFORMED TO DETERMINE VSOE FOR YOUR
      PCS. PROVIDE A COPY OF YOUR VSOE ANALYSIS. IF THE VSOE VARIES FROM
      CUSTOMER TO CUSTOMER WITHIN DIFFERENT CLASSES, THEN TELL US HOW YOU
      DETERMINED THAT YOU CAN REASONABLY ESTIMATE FAIR VALUE. TELL US HOW YOU
      CONSIDERED PARAGRAPHS 10 AND 57 OF SOP 97-2 IN YOUR ANALYSIS.

A copy of CommVault's rolling 12-month VSOE analysis is located behind Tab D in
the binder of supplemental materials accompanying this filing.

In accordance with paragraphs 10 and 57 of SOP 97-2, CommVault has established
VSOE for each of its customer classes based on the price charged when the same
customer support element is sold separately. VSOE does not vary from customer to
customer within the same class. CommVault has followed consistent pricing
policies for all customers within each customer class. As a result, CommVault
uses the specific customer support pricing policies applicable to each customer
class to establish VSOE. CommVault updates its rolling 12-month VSOE analysis
throughout the fiscal year in order to demonstrate and validate VSOE for the
customer support element.

24.   WE NOTE YOUR RESPONSE TO COMMENT 51 OF OUR LETTER DATED APRIL 13, 2006 AND
      YOUR REVISED DISCLOSURE IN NOTE 2 WITH REGARDS TO VSOE FOR OTHER
      PROFESSIONAL SERVICES. TELL US HOW OFTEN THE DAILY OR WEEKLY RATES HAVE
      CHANGED DURING THE PERIODS PRESENTED AND PROVIDE US A LIST OF THE RATE
      CHANGES DURING SUCH PERIODS.

CommVault has made no material changes to the daily and weekly rates during the
periods presented in the prospectus. A list of the daily and weekly rate changes
during each of the periods presented in the prospectus is located behind Tab E
in the binder of supplemental materials accompanying this filing.

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE, PAGE F-11

25.   WE NOTE YOUR RESPONSE TO COMMENT 54 OF OUR LETTER DATED APRIL 13, 2006 AND
      YOUR REVISED DISCLOSURE IN NOTE 2. WITH REGARDS TO THIS INFORMATION,
      PLEASE EXPLAIN THE FOLLOWING:

      -     YOUR RESPONSE INDICATED THAT YOU DETERMINED THE SHARES OF SERIES A,
            B, C, D AND E PREFERRED STOCK AND SHARES OF SERIES AA, BB AND CC
            PREFERRED STOCK

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June 30, 2006
Page 11

            ARE PARTICIPATING SECURITIES DUE TO THEIR PARTICIPATION RIGHTS
            RELATED TO CASH DIVIDENDS DECLARED TO THE COMMON STOCKHOLDERS.
            PLEASE EXPLAIN THESE RIGHTS AND REVISE YOUR DISCLOSURES IN NOTES 7
            AND 8 TO INCLUDE A DISCUSSION OF SUCH RIGHTS FOR EACH ISSUANCE
            PURSUANT TO SFAS 129.

The prospectus has been revised to provide the requested disclosure.

The holders of CommVault's Series AA, BB and CC convertible preferred stock are
entitled to receive a proportionate share of cash dividends declared on
CommVault's common stock, calculated on an as if-converted basis. In addition,
the holders of CommVault's Series A through E cumulative redeemable convertible
preferred stock are entitled to receive dividends out of any assets legally
available, prior and in preference to any declaration or payment of any dividend
(payable other than in common stock or other non-redeemable equity securities
and rights entitling the holder to receive additional shares of CommVault's
common stock) on CommVault's common stock, at a per share rate of $1.788 per
annum, or, if greater, an amount equal to that paid on any other outstanding
shares of CommVault. Such dividends accrue and are cumulative.

In the event CommVault declares any other dividend or distribution payable in
securities of other persons, evidences of indebtedness issued by CommVault or
other persons, assets (excluding cash dividends) or options or rights to
purchase any such securities or evidence of indebtedness, holders of CommVault's
Series AA, BB and CC convertible preferred stock and Series A through E
cumulative redeemable convertible preferred stock are entitled to receive a
proportionate share of any such dividend or distribution on an as if-converted
basis. See the chart set forth in the response to the final bullet of this
Comment 25 for a full reconciliation of CommVault's basic earnings per share
calculation.

      -     PLEASE EXPLAIN WHY YOUR CALCULATIONS OF DILUTED EARNINGS PER SHARE
            ON THE IF-CONVERTED METHOD FOR THE NINE MONTHS ENDED DECEMBER 31,
            2005 DOES NOT INCLUDE THE DILUTIVE AFFECTS OF THE CONVERTIBLE
            PREFERRED STOCK ON AN IF-CONVERTED BASIS. SEE ISSUE 6 TO EITF 03-6.

The prospectus has been revised to present diluted earnings per share under the
if-converted method, subject to the anti-dilution provisions of SFAS 128. To
reflect the maximum potential dilution, each series of issues of potential
common shares were considered in sequence from the most dilutive to the least
dilutive. As a result, in the nine months ended December 31, 2005 and the year
ended March 31, 2006, diluted net income (loss) attributable to common
stockholders per share presented under the if-converted method includes the
dilutive impact of CommVault's Series AA, BB and CC convertible preferred stock.
However, in the nine months ended December 31, 2005 and the year ended March 31,
2006, diluted net income (loss) attributable to common stockholders per share
presented under the if-converted method excludes the dilutive impact of
CommVault's Series A through E cumulative redeemable convertible preferred stock
because the conversion of such preferred stock in anti-dilutive to the diluted
earnings per share calculation.


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June 30, 2006
Page 12

      -     YOUR CALCULATIONS OF BASIC EARNINGS PER SHARE DO NOT APPEAR TO FIRST
            REDUCE INCOME FROM CONTINUING OPERATIONS BY THE AMOUNT OF DIVIDENDS
            DECLARED OR THE CONTRACTUAL AMOUNT OF DIVIDENDS DUE ON THE PREFERRED
            STOCK. PLEASE EXPLAIN.

CommVault did not declare any dividends in the fiscal years ended March 31,
2004, 2005 and 2006. CommVault's calculation of basic earnings per share in the
fiscal years ended March 31, 2004, 2005 and 2006 does reduce net income by the
annual contractual amount of dividends of $1.788 per share due on the Series A
through E cumulative redeemable convertible preferred stock. See the chart set
forth in the response to the final bullet of this Comment 25 for a full
reconciliation of CommVault's earnings per share calculation.

      -     ALSO, TELL US WHY YOUR CALCULATIONS OF BASIC EARNINGS PER SHARE
            UNDER THE TWO-STEP METHOD ALLOCATED A PORTION OF THE UNDISTRIBUTED
            NET INCOME TO SERIES AA, BB AND CC PREFERRED STOCK AND NOT TO THE
            SERIES A, B, C, D AND E PREFERRED STOCK. PLEASE PROVIDE THE SUPPORT
            TO YOUR CALCULATIONS OF THE UNDISTRIBUTED EARNINGS.

The response to the first bullet point in this Comment 25 describes the
participating rights related to cash dividends of the Series A through E
preferred stock and Series AA, BB and CC preferred stock. Net income in the
basic earnings per share calculation is reduced by the contractual amount of
dividends ($1.788 per share) due on CommVault's Series A through E preferred
stock. Net income attributable to common stockholders is not allocated to the
Series A through E preferred stock because such stockholders only participate in
cash dividends in excess of their annual contractual dividend amount of $1.788
per share, and CommVault does not have the ability to distribute amounts in
excess of $1.788 per share in the year ended March 31, 2006.

The information required to compute basic net income (loss) attributable to
common stockholders per share is as follows (in thousands):



                                                                   YEAR ENDED MARCH 31,
                                                            2004           2005           2006
                                                          --------       --------       --------
                                                                               
RECONCILIATION OF NET INCOME (LOSS) TO UNDISTRIBUTED
NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS
FOR THE BASIC COMPUTATION:
   Net income (loss)                                      $(11,698)      $    483       $ 10,756
   Accretion of preferred stock dividends (1)               (5,676)        (5,661)        (5,661)
                                                          --------       --------       --------
   Net income (loss) attributable to common
     stockholders                                          (17,374)        (5,178)         5,095
   Undistributed net income allocated to Series
     AA, BB and CC convertible preferred stock,
     if converted (2)                                           --             --         (1,730)
                                                          --------       --------       --------
   Undistributed net income (loss) allocable to
     common stockholders                                  $(17,374)      $ (5,178)      $  3,365
                                                          ========       ========       ========
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON
STOCKHOLDERS PER SHARE:
   Basic weighted average shares outstanding                37,201         37,424         37,678
                                                          ========       ========       ========
   Basic net income (loss) attributable to common
     stockholders per share                               $  (0.47)      $  (0.14)      $   0.09
                                                          ========       ========       ========






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June 30, 2006
Page 13

      (1)   Net income is reduced by the contractual amount of dividends ($1.788
            per share) due on CommVault's Series A through E cumulative
            redeemable convertible preferred stock.

      (2)   In the year ended March 31, 2006, net income attributable to common
            stockholders is reduced by the participation rights of the Series
            AA, BB and CC convertible preferred stock related to cash dividends
            declared by CommVault. Net income attributable to common
            stockholders is not allocated to the Series A through E cumulative
            redeemable convertible preferred stock because such stockholders
            only participate in cash dividends in excess of their annual
            contractual dividend amount of $1.788 per share, and CommVault does
            not have the ability to distribute amounts in excess of $1.788 per
            share in the year ended March 31, 2006. As a result, the detailed
            calculation of CommVault's undistributed net income allocated to
            Series AA, BB and CC convertible preferred stock is as follows (in
            thousands except percentages):



                                                   Weighted Average Shares Outstanding
                                          ------------------------------------------------------
                                                                                                      Undistributed
                Security                       Number of Shares         Percentage of Total           Earnings (3)
- ----------------------------------------  ------------------------------------------------------  ----------------------
                                                                                         
    Common Stock                                      37,678                66.0%                          $ 3,365
    Series AA Preferred Stock                          4,484                 7.9%                          $   400
    Series BB Preferred Stock                          2,758                 4.8%                          $   246
    Series CC Preferred Stock                         12,132                21.3%                          $ 1,084
                                          ------------------------------------------------------  ----------------------
                                                      19,374                34.0%                          $ 1,730
                                          ---------------------------
                                                      57,052
                                          ===========================


      (3)   Undistributed earning is calculated as net income attributable to
            common stockholders multiplied by the percentage of weighted average
            shares outstanding.


26.   WE NOTE YOUR RESPONSE TO COMMENT 55 OF OUR LETTER DATED APRIL 13, 2006
      WHERE YOU INDICATE THAT YOU DID NOT CALCULATE THE FAIR VALUE OF YOUR
      COMMON STOCK AS OF DECEMBER 31, 2005. WHAT VALUE DID YOU USE AT DECEMBER
      31, 2005 AND HOW WAS SUCH VALUE DETERMINED? TELL US HOW YOU DETERMINED
      THAT IT WAS APPROPRIATE TO EXCLUDE THE 2,030,000 SHARES SUBJECT TO STOCK
      OPTIONS AND 4,615,000 SHARES SUBJECT TO WARRANTS FROM YOUR COMPUTATION OF
      DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE AT
      DECEMBER 31, 2005.

The prospectus does not include financial statements for the nine months ended
December 31, 2005 because CommVault has updated the prospectus to reflect the
audited financial statements for fiscal 2006.


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June 30, 2006
Page 14

In connection with the preparation of the fiscal 2006 annual financial
statements, CommVault performed a retrospective determination of fair value of
its common stock underlying stock option grants since January 1, 2005 based upon
valuations performed by an unrelated valuation specialist. Based on this
analysis, CommVault determined that fair value of its common stock was $5.17 per
share on November 3, 2005 and CommVault used this per share value through
December 31, 2005 for the purposes of calculating diluted net income
attributable to common stockholders. CommVault has revised its earnings per
share calculation to reflect the retrospective determination of the fair value
of its common stock as described in CommVault's response to the second bullet in
Comment 11. As a result, no shares subject to stock options should have been
excluded from the earnings per share calculation at December 31, 2005. CommVault
has excluded 3,000,000 shares subject to warrants for the nine months ended
December 31, 2005 because the exercise price of such warrants ($6.27 per share)
exceeded the average fair value of CommVault's common stock of $4.96 for the
quarter ending December 31, 2005. In addition, no shares subject to stock
options have been excluded from the earnings per share calculation at March 31,
2006.

NOTE 7. CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK: SERIES A THROUGH E,
PAGE F-18

27.   WE NOTE YOUR RESPONSE TO COMMENT 56 OF OUR LETTER DATED APRIL 13, 2006
      WHERE YOU INDICATE THAT YOU BELIEVES THE KEY DETERMINANT IN EVALUATING THE
      NATURE OF THE HOST INSTRUMENT IS THE ABSENCE OF A MANDATORY REDEMPTION
      FEATURE. WHILE WE NOTE THAT THESE PREFERRED SECURITIES DO NOT HAVE A
      MANDATORY REDEMPTION FEATURE, WE ALSO NOTE THAT YOU HAVE CLASSIFIED THE
      SERIES A THROUGH E PREFERRED STOCK ISSUANCES IN THE MEZZANINE SECTION OF
      THE BALANCE SHEET PURSUANT TO ASR 268 AND EITF D-98. CLASSIFICATION
      OUTSIDE OF EQUITY INDICATES THAT THESE SECURITIES HAVE A REDEMPTION
      FEATURE THAT IS OUTSIDE THE CONTROL OF THE COMPANY AND ALSO MAY BE AN
      INDICATOR THAT THESE SECURITIES ARE MORE AKIN TO DEBT AS THEY HAVE A
      MATURITY FEATURE, THAT WHILE IT MAY NOT BE MANDATORY, IT IS NOT WITHIN
      YOUR CONTROL. PLEASE RECONCILE YOUR ANALYSIS OF ASR 268 AND EITF D-98 AND
      YOUR DECISION TO CLASSIFY THESE SECURITIES OUTSIDE OF PERMANENT EQUITY TO
      YOUR ANALYSIS OF PARAGRAPH 61(l) OF SFAS 133 WHERE YOU CONCLUDED THE
      PREFERRED STOCK ISSUANCES WERE MORE AKIN TO EQUITY.

ASR 268 applies to all equity securities that are redeemable: (1) at a fixed or
determinable price on a fixed or determinable date, (2) at the option of the
holder or (3) upon the occurrence of an event that is not solely within the
control of the issuer. ASR 268 requires redeemable preferred stock to be
presented as a separate item outside of stockholders' equity. EITF Topic D-98
further clarifies the applications of ASR 268 and requires securities with
redemption features that are not solely within the control of the issuer to be
classified outside of permanent equity. Since the redemption of the Series A
through E cumulative redeemable convertible preferred stock is not solely within
the control of the holders or the issuer without regard to probability (the
Series A through E preferred stock is redeemable upon a qualified initial public
offering or upon approval of the Series AA and CC preferred stockholders, see
bullets below), CommVault has

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June 30, 2006
Page 15

classified such Series A through E preferred stock in the mezzanine equity
section of the balance sheet.

CommVault reviewed the guidance in paragraph 61(1) of SFAS 133 to determine if
such Series A through E preferred stock was more akin to equity (resulting in
mezzanine classification) or more akin to debt (resulting in liability
classification). Per paragraph 61(l) of SFAS 133, a typical cumulative
fixed-rate preferred stock that has a mandatory redemption feature is more akin
to debt, whereas cumulative participating perpetual preferred stock is more akin
to an equity instrument. CommVault believes these examples in SFAS 133 provide
two ends of a continuum in which neither properly describes CommVault's Series A
through E preferred stock. CommVault considered this guidance and believes its
Series A through E preferred stock is more akin to equity due to the following
features:

      -     The Series A through E preferred stock does not have a mandatory
            redemption feature. Prior to a qualified initial public offering,
            any election by the holders of such preferred stock to convert
            shares into common stock and receive a cash payment of $14.85 per
            share plus the aggregate amount of unpaid dividends requires the
            approval of a majority of the Series AA and CC preferred stock, each
            voting as a separate class. The Series A through E preferred
            stockholders own approximately 15% of the Series AA and CC preferred
            stock and accordingly cannot force the approval of redemption of the
            Series A through E preferred stock.

      -     The Series A through E preferred stock do not contain a stated
            maturity date. The Series A through E preferred stock is
            contingently redeemable subject to the factors discussed above.

      -     Holders of shares of Series A through E preferred stock are entitled
            to participate in dividends with common stockholders if a cash
            dividend in excess of $1.788 per share of common stock is declared.

28.   ALSO, YOU INDICATE THAT YOU ANALYZED THE CONVERSION FEATURE PURSUANT TO
      PARAGRAPHS 12 THROUGH 32 OF EITF AND CONCLUDED THAT EQUITY CLASSIFICATION
      WAS APPROPRIATE. PLEASE PROVIDE THE DETAILS TO YOUR ANALYSIS TO SUPPORT
      YOUR CONCLUSIONS.

Since CommVault has determined that the Series A through E preferred stock is an
equity host, the embedded equity conversion feature does not require analysis
under paragraphs 12-32 of EITF 00-19. However, if additional analysis under EITF
00-19 were required, CommVault would conclude that the embedded derivative
should be classified as equity based on the following: 1) CommVault can issue
unregistered shares upon conversion of the preferred stock; 2) CommVault has
sufficient authorized and unissued shares available to allow for the conversion
of the preferred stock; 3) the conversion rights contain an explicit limit on
the number of shares to be delivered (conversion to common stock on a 4-to-1
basis); 4) cash payments to the holders of such preferred stock is not required
in the event CommVault fails to make a timely filing with the SEC; 5) the
conversion rights do not contain "top-off" or "make-whole" provisions; 6) there
are no net cash settlement provisions upon conversion; 7) the

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June 30, 2006
Page 16

conversion rights of the preferred stockholders do not rank higher than those of
the common stockholders in the event of CommVault's bankruptcy; and 8) there are
no requirements to post collateral at any point or for any reason.

NOTE 8. STOCKHOLDERS' DEFICIT, PAGE F-18

29.   WE NOTE YOUR RESPONSE TO COMMENT 59 OF OUR LETTER DATED APRIL 13, 2006
      WHERE YOU PROVIDE THE FAIR VALUE OF YOUR COMMON STOCK AT EACH MONTH IN
      WHICH YOU ISSUED SHARES OF SERIES AA, BB AND CC PREFERRED STOCK. TELL US
      HOW YOU DETERMINED SUCH VALUE FOR EACH ISSUANCE MONTH. SPECIFICALLY
      EXPLAIN THE SIGNIFICANT FACTORS, ASSUMPTIONS AND METHODOLOGIES USED IN
      DETERMINING THE FAIR VALUE. EXPLAIN THE SIGNIFICANT EVENTS THAT WOULD
      ACCOUNT FOR THE DECREASE IN THE FAIR VALUE FROM NOVEMBER 2000 TO FEBRUARY
      2002 AND THE FURTHER DECREASE IN SEPTEMBER 2003.

CommVault determined the fair value of its common stock in April 2000 and
November 2000 based on a contemporaneous valuation performed by an unrelated
third-party valuation specialist. The valuation specialist utilized a
combination of a guideline public company approach and discounted cash flow
approach (eight year model with terminal value) to estimate the fair value of
CommVault's common stock in April 2000 and November 2000.

CommVault believes that the fair value of its common stock in February 2002 was
equal to or less than $3.00 per share. CommVault estimated the fair value of its
common stock in February 2002 based on the $3.13 per share price of the initial
Series CC Preferred Stock that was primarily led by a new third-party investor
group. CommVault believes that the price for the Series CC preferred stock
should be higher than the fair value of the underlying common stock based on the
Series CC preferred stockholders' blocking rights if an initial public offering
does not provide a 2x return on their initial investment and the Series CC
preferred stockholders' liquidation preferences over the common stockholders in
the event of any liquidation or winding up of CommVault. In addition, the fair
value was further supported by a valuation performed by an unrelated third-party
valuation specialist in April 2001 which yielded a per share value of $2.90. The
valuation specialist utilized a combination of a guideline public company
approach and discounted cash flow approach (eight year model with terminal
value) to estimate the fair value of CommVault's common stock in April 2001. The
decrease in the fair value from November 2000 to February 2002 was primarily
associated with deteriorating marketing conditions in the storage and management
software industry, as well as the overall decrease in the Nasdaq composite of
approximately 33% during this time period.

CommVault believes that the fair value of its common stock in September 2003 was
equal to or less than $2.25 per share. CommVault was required to raise
additional funding in September 2003 through the issuance of a second round of
Series CC preferred stock. The second round of Series CC preferred stock was
priced consistently with the first round of Series CC preferred stock. CommVault
believes that the price for the Series CC preferred stock should be higher than
the fair value of the underlying common stock based on the Series CC preferred
stockholders' blocking rights if an initial public offering does not provide a
2x return on their

Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
June 30, 2006
Page 17

initial investment and the Series CC preferred stockholders' liquidation
preferences over the common stockholders in the event of any liquidation or
winding up of CommVault. In September 2003, CommVault estimated the fair value
of its common stock based on its analysis of comparable group of publicly traded
companies in its market sector. CommVault used the valuation methodology
contained in the memorandum included in the materials located behind Tab E to
the supplemental materials that accompanied the May 3, 2006 filing. CommVault
transitioned to this internal valuation methodology during fiscal 2004 because
it believed that its internal valuation model, which is built upon revenue and
earnings multiples of a comparable group of public companies, served as a
reasonable basis for establishing the fair value of its common stock. The
decrease in the fair value of CommVault's common stock from February 2002 to
September 2003 was primarily due to continued losses incurred by CommVault, the
inability to generate operating cash flows, the continuing challenge of being
able to accurately forecast revenue, and the continued difficulty of competing
as a smaller private company in a market that has historically been dominated by
larger public companies.

      Should you have any questions regarding the foregoing or the amended
Registration Statement, please contact Philip Niehoff at (312) 701-7843 or Wendy
Gallegos at (312) 701-8057.

                                             Very truly yours,
                                             /s/ Wendy Gallegos
                                             ------------------
                                             Wendy Gallegos


cc:   Daniel Lee, Securities and Exchange Commission
      Warren Mondschein, CommVault Systems, Inc.