herein, or (B) the Trustee has been guilty of malfeasance, misfeasance or dereliction of duty hereunder;

(ii)          if the Trustee shall have commenced a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall have consented to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall have made a general assignment for the benefit of creditors, or shall have failed generally to pay its debts as they become due, or shall have taken any corporate action to authorize any of the foregoing; or

(iii)        if an involuntary case or other proceeding shall have been commenced against the Trustee seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall have remained undismissed and unstayed for a period of 60 days; or an order for relief shall have been entered against the Trustee under the federal bankruptcy laws as now or hereafter in effect.

(b)          If CS Private Equity, CS Securities or the Holders of Trust Certificates representing fifty percent (50%) or more of the Trust Shares then deposited hereunder determine that a basis exists for removal of the Trustee under Section 15(a) above, they shall deliver written notice of such determination to the Trustee stating the basis for such removal.

(c)          The Trustee may resign its position as such (i) upon ten days’ written notice to CS Private Equity and CS Securities, but only if a successor Trustee, appointed as provided for in Section 14 above, has agreed to serve as such effective upon the effectiveness of the resignation of the Trustee then acting, or (ii) in any event upon thirty days’ written notice to CS Private Equity and CS Securities.

SECTION 16.   Trustee May Own Shares. Nothing in this Agreement shall prevent the Trustee from owning Shares or options to purchase Shares in its individual capacity or in any capacity other than as Trustee hereunder or for any CS Affiliate.

SECTION 17.   Trustee Not an Affiliate. The Trustee represents that it is a bank or trust company that is not a CS Affiliate.

SECTION 18.   Compensation; Expenses. Reasonable expenses lawfully incurred in the administration of the Trustee’s duties hereunder shall be reimbursed to it by CS Securities on behalf of the Holders. During the period of its services hereunder, the Trustee shall receive a fee from CS Securities as follows: (i) an initial fee of $4,500, and (ii) thereafter, during the

period of its services hereunder, a fee of $3,000 per annum payable quarterly in arrears. The provisions of this Section 18 shall survive the termination of this Agreement.

SECTION 19.   Merger, Etc. Upon any merger, consolidation, reorganization or dissolution of the Corporation or the sale of all or substantially all of the assets of the Corporation pursuant to which shares of capital stock or other voting securities of another corporation are to be issued in payment or exchange for or upon conversion of Shares and other voting securities, the shares of said other corporation shall automatically be and become subject to the terms of this Agreement and be held by the Trustee hereunder in the same manner and upon the same terms as the Trust Shares, and in such event the Trustee shall issue to the Holders that have deposited Shares with the Trustee new Trust Certificates in lieu of the old Trust Certificates for the appropriate number of shares and other voting securities of such other corporation.

At the request of any Holder, the Trustee may transfer, sell or exchange or join with the Holder in such transfer, sale or exchange of Shares and other voting securities in exchange for shares of another corporation, and in said event the shares and other voting securities of the other corporation received by the transferor shall be and become subject to this Agreement and be held by the Trustee hereunder in the same manner as the Trust Shares.

SECTION 20.   Notices. All notices, reports, statements and other communications directed to the Trustee from the Corporation, other than communications pertaining solely to the voting of the Trust Shares, shall be forwarded promptly by the Trustee to CS Private Equity, CS Securities and each Holder. All notices, notices of election and other communications required herein shall be given in writing by overnight courier, telegram or facsimile transmission and shall be addressed, or sent, to the appropriate addresses as set forth beneath the signature of each party hereto (and if to the Corporation, to 2 Crescent Place, Oceanport, NJ 07757-0900), or at such other address as to which notice is given in accordance with this Section 20.

SECTION 21.   Indemnity, Etc. The Trustee shall be indemnified by CS Securities from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claims whatsoever) (the “Indemnified Claims”) arising out of or based upon this Agreement or the actions or failures to act of the Trustee hereunder or thereunder, except to the extent such loss, liability, claim, damage or expense is caused by or results from the Trustee’s negligence or willful misconduct (as determined by a final and unappealable order of a court of competent jurisdiction). CS Securities agrees on behalf of the Holders that it will indemnify and hold harmless the Trustee from and against any Indemnified Claims. CS Securities’ obligation hereunder shall survive the transfer of all or any portions of its respective shares and interests, the termination of the voting trust created herein, or the resignation or removal of the Trustee.

The Trustee shall be entitled to the prompt reimbursement for its out-of-pocket expenses (including reasonable attorneys’ fees and expenses) incurred in investigating, preparing or defending against any litigation, commenced or threatened, arising out of or based upon this Agreement, or the actions or failures to act of the Trustee hereunder or thereunder, without regard to the outcome of such litigation; provided, however, that the Trustee shall be obligated to

return any such reimbursement if it is subsequently determined by a final and unappealable order of a court of competent jurisdiction that the Trustee was negligent or engaged in willful misconduct in the matter in question.

If a claim under this Section 21 is not paid in full within 30 days after a written claim has been submitted by the Trustee, the Trustee may at any time thereafter bring suit to recover the unpaid amount of the claim and, if successful in whole or in part, the Trustee shall be entitled to be paid also the expense of prosecuting such claims.

The Trustee is authorized and empowered to construe this Agreement and its construction of the same, made in good faith, shall be final, conclusive, and binding upon all Holders and all other parties interested. The Trustee may, in its discretion, consult with counsel to be selected and employed by it, and the reasonable fees and expenses of such counsel shall be an expense for which the Trustee is entitled to indemnity hereunder.

The Trustee hereby accepts the trust created hereby and agrees to carry out the terms and provisions hereof, but assumes no responsibility for the management of the Corporation or for any action taken by it, by any person elected as a director of the Corporation or by the Corporation pursuant to any vote cast or consent given by the Trustee. The Trustee, whether or not acting upon the advice of counsel, shall incur no liability because of any error of law or fact, mistake of judgment or any matter or thing done or omitted under this Agreement, except its own negligence or willful misconduct. Anything done or suffered in good faith by the Trustee in accordance with the advice of counsel chosen as indicated above shall be conclusive in favor of the Trustee against the Holders and any other interested party.

The Trustee shall not be liable in any event for acts or defaults of any other trustee or trustees (under this or any other voting trust of the Corporation’s securities) or for acts or defaults of any employee, agent, proxy or attorney-in-fact of any other trustee or trustees. The Trustee shall be protected and free from liability in acting upon any notice, request, consent, certificate, declaration, guarantee, affidavit or other paper or document or signature reasonably believed by it to be genuine and to have been signed by the proper party or parties or by the party or parties purporting to have signed the same.

No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 22.   Certain Calculations

(a)          For all purposes of this Agreement, in determining whether CS Affiliates will own in the aggregate Capital Stock of the Corporation amounting to 5% or more of the total voting power of the Voting Stock of the Corporation then outstanding, (i) shares of Voting Stock underlying Share Equivalents owned by a CS Affiliate shall be deemed to be outstanding and owned by such CS Affiliate and (ii) Shares held pursuant to this Agreement shall be excluded.

(b)          For purposes of Sections 10, 11, 14, 15, 18 and 21, a Holder owning a Trust Certificate representing Share Equivalents shall, in respect of such ownership, be deemed to be the Holder of a Trust Certificate representing the number of shares of Common Stock that the Trustee, acting on behalf of such Holder, may acquire, whether by exercise, conversion, subscription or otherwise, pursuant to or by reason of ownership of such Shares.

SECTION 23.   Further Assurances. Each of the parties to this Agreement will execute any and all further documents, agreements and instruments, and take all such further actions (including the filing and recording of any other documents), which may be required under any applicable law, or which the Trustee may reasonably request, to give effect to the Initial Deposit, any deposit of Shares after the Initial Deposit, the registration of such Trust Shares as transferred to the trust created herein, the termination of the trust created herein pursuant to Section 9 of this Agreement and any transfer of Trust Shares or Shares pursuant to Section 10 or 11 of this Agreement.

SECTION 24.   Counterparts. This Agreement may be executed in multiple counterparts all of which counterparts together shall constitute one agreement. Upon execution of this Agreement and the establishment of the voting trust created herein, the Trustee shall cause a copy of this Agreement to be filed in the registered office of the Corporation in the State of Delaware and the Agreement shall be open to inspection in the manner provided for inspection under the laws of the State of Delaware.

SECTION 25.   Choice of Law. This Agreement is intended by the parties to be a voting trust agreement under Section 218 of the General Corporation Law of the State of Delaware and shall be governed and construed in accordance with the laws of the State of Delaware except that the Trustee’s rights and obligations shall be governed and construed in accordance with the laws of the State of New York.

SECTION 26.  Bond. The Trustee shall not be required to provide any bond to secure the performance of its duties hereunder.

SECTION 27.  Reliance. CS Private Equity and each Holder acknowledges that CS Private Equity and CS Securities will rely on this Agreement in complying with the federal securities laws. The Trustee acknowledges that CS Private Equity and CS Securities will rely on the Trustee abiding by the terms of this Agreement, including, without limitation, that (x) the Trustee will exercise independent judgment in voting the shares and will not consult with any CS Affiliate regarding the voting of such shares and (y) the Trustee will not consent to any amendment or waiver of this Agreement prohibited by Section 28 hereof whether or not such amendment or waiver is approved by each of the parties hereto and all of the Holders.

SECTION 28.   Amendments and Waivers. This Agreement may not be amended or waived in any material respect unless CS Securities shall have delivered to the Trustee an opinion of independent nationally recognized counsel who are experts in matters involving the federal securities law, that, immediately after such amendment or waiver, CS Securities, together with its affiliates, should not be an “affiliate” of the Corporation within the meaning of Rule 144 under the Securities Act. Subject to the foregoing, this Agreement may be amended with the written consent of the Trustee, the Corporation, CS Private Equity, CS Securities and the Holders

of Trust Certificates representing the beneficial interest in fifty percent (50%) or more of the Shares then deposited hereunder, and if so amended then this Agreement (as so amended) shall bind all of the parties hereto and all of the Holders.

SECTION 29.  Benefits and Assignment. Nothing in this Agreement, expressed or implied, shall give or be construed to give any person, other than the Corporation and the parties hereto and their successors and assigns, any legal claim under any covenant, condition or provision hereof, all the covenants, conditions and provisions contained in this Agreement being for the sole benefit of the Corporation and the parties hereto and their successors and assigns. No party may assign any of its rights or obligations under this Agreement without the written consent of all the other parties (except as provided in Section 14), which consent may be withheld in the sole discretion of the party whose consent is sought.

SECTION 30.   Severability. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

EXECUTED as of the date and year first above written.

SCHEDULE B

TRANSFER INSTRUCTIONS

SPROUT CEO FUND, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

DLJ CAPITAL CORPORATION

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

SPROUT GROWTH II, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

SPROUT CAPITAL VII, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

SPROUT CAPITAL IX, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

SPROUT ENTREPRENEURS’ FUND, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

SPROUT IX PLAN INVESTORS, L.P.

All payments shall be made by check mailed to:

Sprout Group

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Amy M. Yeung

DLJ MERCHANT BANKING PARTNERS, L.P.

All payments shall be made by check mailed to:

DLJ Merchant Banking Partners, L.P.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

DLJ INTERNATIONAL PARTNERS, C.V.

All payments shall be made by check mailed to:

DLJ International Partners, C.V.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

DLJ OFFSHORE PARTNERS, C.V.

All payments shall be made by check mailed to:

DLJ Offshore Partners, C.V.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

DLJMB FUNDING, INC.

All payments shall be made by check mailed to:

DLJMB Funding, Inc.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

DLJ FIRST ESC, L.P.

All payments shall be made by check mailed to:

DLJ First ESC, L.P.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

DLJ ESC II, L.P.

All payments shall be made by check mailed to:

DLJ ESC II., L.P.

11 Madison Avenue

13th Floor

New York, NY 10010

Attention: Kenneth Lohsen

Exhibit 2

March 9, 2006

Commvault Systems, Inc.

2 Crescent Place

P.O. Box 900

Oceanport, N.J. 07757-0900

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629

Goldman, Sachs & Co.

85 Broad Street

New York, N.Y. 10004

Dear Sirs:

As an inducement to the Underwriters to execute the Underwriting Agreement, pursuant to which an offering will be made that is intended to result in the establishment of a public market for Common Stock (the “Securities”) of CommVault Systems, Inc., and any successor (by merger or otherwise) thereto, (the “Company”), the undersigned hereby agrees that from the date hereof and until and including 180 days after the public offering date (the “Public Offering Date”) set forth on the final prospectus used to sell the Securities (the “Full Lock-up Period”) pursuant to the Underwriting Agreement, to which you are or expect to become parties, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such 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, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co.

Notwithstanding the foregoing, if the reported last sale price per share of the Securities on The Nasdaq Stock Market’s National Market is at least 50% greater than the initial public offering price per share for 20 of the 30 trading days ending on the last trading day before the 100th day after the Public Offering Date (the period from the Public Offering Date to the 100th day thereafter, the “Initial Lockup Period”), then the number of shares of Securities equal to 20% of the shares of Securities subject to this Agreement on the Public Offering Date will be released (such release, the “Early Release”) from the restrictions of this Agreement on the 101^st day after the Public Offering Date; provided that, the undersigned hereby agrees, after receiving notice from the Company specifying the last day of the Initial Lockup Period pursuant to the following paragraph, to give Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. written notice three business days prior to taking any of the actions set forth in the first paragraph of this Agreement pursuant to such Early Release.

Notwithstanding anything contained herein to the contrary, if (i) during the last 17 days of the Initial Lockup Period the Company releases earnings results or (ii) prior to the expiration of the Initial Lockup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Initial Lockup Period, then, in each case, the Initial Lockup Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, unless Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. waive, in writing, such extension.

Furthermore, notwithstanding anything contained herein to the contrary, if (i) during the last 17 days of the Full Lock-up Period the Company releases earnings results or (ii) prior to the expiration of the Full Lockup Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Full Lock-up Period, then, in the case of clauses (i) and (ii), the Full Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results, unless Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. waive, in writing, such extension.

The undersigned hereby acknowledges and agrees that written notice of any extension of the Initial Lock-up Period or Full Lockup Period pursuant to the previous two paragraphs will be delivered by Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. to the Company (in accordance with the Section of the Underwriting Agreement titled “Notices”) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of (i) the Initial Lockup Period (with respect to the Securities subject to Early Release) and (ii) the Full Lock-up Period (with respect to all Securities or securities convertible into or exchangeable or exercisable for Securities subject to this Agreement other than those subject to Early Release), it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written notice from the Company that the Initial Lockup Period (as may have been extended pursuant to the third paragraph of this Agreement) or the Full Lockup Period (as may have been extended pursuant to the fourth paragraph of this Agreement), as applicable, has expired.

The (1) exercise of options granted to the undersigned, (2) conversion, on the Public Offering Date, of shares of the Series A, B, C, D, E, AA, BB or CC Preferred Stock of the Company outstanding as of the date of this Agreement (or received by the undersigned pursuant to the undersigned’s exercise of preemptive rights) and owned by the undersigned into Securities or (3) delivery or receipt by the undersigned of any Securities to give effect to a reverse stock split approved by the board of directors of the Company and disclosed in the final prospectus used to sell the Securities, in each case, will not be prohibited by this Agreement; provided that, any Securities or securities convertible into or exchangeable or exercisable for Securities received by the undersigned upon such exercise of options, such conversion of shares of Series A, B, C, D, E, AA, BB or CC Preferred Stock or such effectuation of a reverse stock split, will be subject to this Agreement. Furthermore, as of the date of this Agreement, shares of the Series A, B, C, D and E Preferred Stock of the Company, upon conversion, entitle the holders thereof to a cash payment of $14.85 per share and the payment of all accrued and unpaid dividends (such

cash payment per share and accrued dividends together, the “Cash Amount”). Securities or securities convertible into or exchangeable or exercisable for Securities paid or delivered to the undersigned in partial or full satisfaction of the Cash Amount will be subject to this Agreement. Any Securities acquired by the undersigned in the open market or in any issuer directed share program will not be subject to this Agreement. A transfer of Securities to a family member, trust or charitable organization may be made, provided the transferee agrees to be bound in writing by the terms of this Agreement; provided further, that any Securities so transferred will be subject to this Agreement for the Full Lockup Period.

In addition, the undersigned agrees that, without the prior written consent of Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., it will not, during the Full Lock-up Period, make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or exercisable or exchangeable for the Securities.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Securities if such transfer would constitute a violation or breach of this Agreement.

This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before December 31, 2006.

                                   Exhibit 3



                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT, dated as of September 27, 2006
(this "Agreement"), 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. (each of the foregoing, collectively, the "DLJ Entities"), N. Robert
Hammer and Lou Miceli (each of the foregoing, including the DLJ Entities, an
"Investor" and collectively, the "Investors") and CommVault Systems, Inc., a
Delaware corporation (the "Company").

         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, the Fourth Amendment thereto,
dated September 2, 2003, and the Fifth Amendment thereto, dated May 22, 2006 (as
so amended, the "Original Agreement");

         WHEREAS, the parties hereto desire to amend and restate the Original
Agreement as set forth herein; and

         WHEREAS, in compliance with Section 6.4(a) of the Original Agreement,
this Agreement has been approved by the Board of Directors of the Company and
the signatories hereto represent holders of at least 85% of the Fully Diluted
Common Stock (as defined below) held by parties to the Original Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, subject to the terms
and conditions set forth herein, the parties hereby agree as follows:

         Section 1. Certain Definitions. In this Agreement the following terms
shall have the following respective meanings:

                  "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "Common Stock" shall mean shares of Common Stock, par value
$0.01 per share, of the Company.

                  "Demand Registration" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the relevant time.


                  "Fully Diluted" shall mean, with respect to the 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 Company).

                  "Holders" shall mean the Investors, (ii) each Person holding
Registrable Stock as a result of a transfer or assignment to that Person of
Registrable Stock other than pursuant to an effective registration statement or
Rule 144 under the Securities Act and (iii) Persons holding Registrable Stock as
of the date hereof and any permitted transferees hereunder.

                  "Indemnified Party" shall have the meaning ascribed to it in
Section 7(c) of this Agreement.

                  "Indemnifying Party" shall have the meaning ascribed to it in
Section 7(c) of this Agreement.

                  "Initiating Holders" shall mean any one or more of the DLJ
Entities that in the aggregate hold not less than 10% of the Common Stock then
outstanding.

                  "Other Investors" shall mean N. Robert Hammer and Lou Miceli,
collectively.

                  "Person" shall mean an individual, corporation, partnership,
estate, trust, association, private foundation, joint stock company or other
entity.

                  "Piggyback Notice" shall have the meaning ascribed to it in
Section 3(a) of this Agreement.

                  "Piggyback Registration" shall have the meaning ascribed to it
in Section 3(a) of this Agreement.

                  "Preferred Stock" shall mean the Company's Series A Preferred
Stock, par value $0.01 per share, Series B Preferred Stock, par value $0.01 per
share, Series C Preferred Stock, par value $0.01 per share, Series D Preferred
Stock, par value $0.01 per share, and Series E Preferred Stock, par value $0.01
per share.

                  The terms "Register," "Registered" and "Registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act providing for the sale by the Holders of
Registrable Stock in accordance with the method or methods of distribution
designated by the Holders, and the declaration or ordering of the effectiveness
of such registration statement by the Commission.

                  "Registrable Stock" shall mean (i) Common Stock received upon
conversion of Preferred Stock, (ii) Common Stock outstanding and owned by the
Investors as of the date hereof and (ii) Common Stock issued to the Investors as
a dividend or other distribution. Shares of Common Stock shall cease to be
Registrable Stock upon the earliest of (i) the date on which such shares are
sold pursuant to a registration statement related thereto, (ii) the date on
which such shares are sold pursuant to Rule 144 and (iii) the date on which, in
the reasonable opinion of counsel to the Company, such shares may be sold in
accordance with Rule 144(k).



                                       2


                  "Registration Request" shall have the meaning ascribed to it
in Section 2(a) of this Agreement.

                  "Rule 144" shall mean Rule 144 promulgated by the Commission
under the Securities Act.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the relevant time.

                  "Series AA Holders" shall mean each holder of piggy-back
rights granted under the Amended and Restated Registration Rights Agreement,
dated as of September 2, 2003, relating to shares of the Company's Series AA
Preferred Stock.

                  "Series CC Holders" shall mean each holder of piggy-back
rights granted under the Amended and Restated Registration Rights Agreement,
dated as of September 2, 2003, relating to shares of the Company's Series CC
Preferred Stock.

                   "Suspension Right" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.

                  "S-3 Suspension Right" shall have the meaning ascribed to it
in Section 4(a) of this Agreement.

         Section 2.        Demand Registration.

                  (a) Upon receipt of a written request (a "Registration
Request") from Initiating Holders with respect to Registrable Stock representing
at least 25% of such Initiating Holders' Registrable Stock (or any lesser
percentage having a reasonably anticipated aggregate offering price to the
public of $2,000,000)(a "Demand Registration"), the Company shall (i) promptly
give notice of the Registration Request to all non-requesting Holders and (ii)
prepare and file with the Commission promptly, but in any event within (x) 90
days after its receipt of such Registration Request if the Company had not
conducted an underwritten public offering of the Common Stock before such time
and (y) 45 days after its receipt of such Registration Request if the Company
had conducted an underwritten public offering of the Common Stock before such
time, a registration statement for the purpose of effecting a Registration of
the sale of all Registrable Stock requested to be Registered by the requesting
Holders and any other Holder who requests to have his Registrable Stock included
in such registration statement within ten days after receipt of notice by such
Holder of the Registration Request. The Company shall use commercially
reasonable efforts to effect such Registration as soon as practicable
(including, without limitation, the execution of an undertaking to file
post-effective amendments and appropriate qualification under applicable state
securities laws); and shall keep such Registration continuously effective until
the earlier of (i) the second anniversary of the date that shares of Registrable
Stock are first sold pursuant to such Registration, (ii) the date on which all
shares of Registrable Stock have been sold pursuant to such registration
statement or Rule 144 and (iii) the date on which, in the reasonable opinion of
counsel to the Company, all of the Registrable Stock may be sold in accordance
with Rule 144(k); provided, however, that the Company shall not be obligated to
take any action to effect any such Registration, qualification or compliance
pursuant


                                       3


to this Section 2 (i) in any particular jurisdiction in which the Company would
become subject to taxation or would be required to execute a general consent to
service of process in effecting such Registration, qualification or compliance
unless the Company is already subject to taxation or service in such
jurisdiction or (ii) during the period starting with the date 60 days prior to
the Company's good faith estimate of the date of filing of, and ending on a date
180 days after the effective date of, a Company-initiated registration.

         Notwithstanding the foregoing, the Company shall have the right (the
"Suspension Right") to defer such filing (or suspend sales under any filed
registration statement or defer the updating of any filed registration statement
and suspend sales thereunder) at any time or from time to time, for a period of
not more than 90 days during any period of 365 days, if the Company shall
furnish to the Holders a certificate signed by an executive officer or any
trustee of the Company stating that, in the good faith judgment of the Company,
it would be detrimental to the Company and its shareholders to file such
registration statement or amendment thereto at such time (or continue sales
under a filed registration statement) and therefore the Company has elected to
defer the filing of such registration statement (or suspend sales under a filed
registration statement).

         (b) If a Demand Registration is an underwritten Demand Registration
with other holders requesting to include their securities pursuant to other
piggy back rights and the managing underwriters advise the Company in writing
that, in their opinion, the number of securities to be included in such
registration exceeds the number that can be sold in an orderly manner in such
offering within a price range acceptable to the Holders, the Company will
include securities in such registration in the following order of priority:

                (i)     first, the Registrable Stock requested to be included in
         such registration by the Holders exercising rights pursuant to Section
         2(a) and any securities requested to be included therein by the Series
         AA Holders or the Series CC Holders, pro rata among all such holders
         based upon the number of shares of such securities requested for
         inclusion in such registration by each such holder;

                (ii)     second, any securities requested to be included therein
         by any other holders pursuant to such holders' piggyback rights, if
         any, pro rata based upon 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 Company, if any.

         (c)      The Company shall not be required to effect more than two
Registrations pursuant to this Section 2.

         Section 3.      Piggyback Registrations.

                  (a)    As long as the Holders hold any Registrable Stock, if
the Company proposes to register any of its common equity securities or any
securities convertible into its common equity securities under the Securities
Act (other than pursuant to (i) a registration on Form S-4 or any successor
form, or (ii) an offering of securities in connection with an employee

                                       4




benefit, share dividend, share ownership or dividend reinvestment plan) and the
registration form to be used may be used for the registration of Registrable
Stock, the Company shall give prompt written notice to all Holders of its
intention to effect such a registration (each a "Piggyback Notice") and, subject
to subparagraph 3(c) below, the Company shall include in such registration all
Registrable Stock with respect to which the Company has received written
requests for inclusion therein within ten days after the date of receipt of the
Piggyback Notice (a "Piggyback Registration"), unless, in the case of an
underwritten Piggyback Registration, the managing underwriters advise the
Company in writing that in their opinion, the inclusion of Registrable Stock
would adversely interfere with such offering. Nothing herein shall affect the
right of the Company to withdraw any such registration in its sole discretion.

         (b)      If a Piggyback Registration is a primary underwritten
registration and the managing underwriters advise the Company in writing that,
in their opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner within a
price range acceptable to the Company, the Company will include securities in
such registration in the following order of priority:

                  (i)      first, the Common Stock proposed to be registered by
         the Company;

                 (ii)     second, the securities requested to be included in
         such registration by the Series AA Holders and the Series CC Holders,
         if any, pro rata among all such holders based on the number of
         shares of such securities requested for inclusion in such registration
         by each such holder; and

                (iii)    third, the Registrable Stock requested to 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 based upon 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 Piggyback Registration is a secondary registration
on behalf of holders of the Company's securities other than the Holders of
Registrable Stock and, if the Piggyback Registration is an underwritten
Piggyback Registration and the managing underwriters advise the Company in
writing that, in their opinion, the number of securities requested to be
included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the holders initially
requesting such registration, the Company will include securities in such
registration in the following order of priority:

                  (i)      first, the securities requested to 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, pro rata among all such holders based
         on the number of shares of such securities requested for inclusion in
         such registration by each such holder;

                  (ii)     second, the Registrable Stock requested to 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 among all

                                       5

         such holders based on 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 Company, if any.

                  (d)      In the case of an underwritten Piggyback
Registration, the Company will have the right to select the investment banker(s)
and manager(s) to administer the offering. If requested by the underwriters for
any underwritten offerings by Holders, under a registration requested pursuant
to Section 2(a), the Company will enter into a customary underwriting agreement
with such underwriters for such offering, to contain such representations and
warranties by the Company and such other terms which are customarily contained
in agreements of this type (including indemnification provisions). The Holders
shall be a party to such underwriting agreement and may, at their option,
require that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to the
obligations of Holders. The Holders shall not be required to make any
representations or warranties to or agreement with the Company or the
underwriters other than representations, warranties or agreements regarding the
Holders and the Holders' intended method of distribution and any other
representations or warranties required by law.

         Section 4.        S-3 Registration

         (a)    The Company shall use its commercially reasonable efforts to
qualify for registration on Form S-3 or any comparable or successor form or
forms. After the Company has qualified for use of Form S-3, in addition to the
rights contained in Sections 2 and 3, the Holders of Registrable Securities
shall have the right to request registrations on Form S-3 (such requests shall
be in writing and shall state the number of shares of Registrable Securities to
be disposed of and the intended methods of disposition of such shares by such
Holder or Holders). The Company shall use commercially reasonable efforts to
effect such Registration as soon as practicable (including, without limitation,
the execution of an undertaking to file post-effective amendments and
appropriate qualification under applicable state securities laws); and shall
keep such Registration continuously effective until the earlier of (i) the date
on which all shares of Registrable Stock have been sold pursuant to such
registration statement or Rule 144 and (ii) the date on which, in the reasonable
opinion of counsel to the Company, all of the Registrable Stock may be sold in
accordance with Rule 144(k), provided, however, that the Company shall not be
obligated to effect any such registration (i) if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) on Form S-3 at an aggregate price to the public of less than
$1,000,000, (ii) in the circumstances described in the proviso to the first
paragraph of Section 2(a), (iii) if the Company shall furnish the certification
described in the second paragraph of Section 2(a) (but subject to the
limitations set forth therein) or (iv) if, in a given twelve-month period, the
Company has effected one such registration in such period.

                Notwithstanding the foregoing, the Company shall have the
right (the "S-3 Suspension Right") (i) to defer such filing for up to 60 days or
suspend sales under any filed registration statement or (ii) defer the updating
of any filed registration statement and suspend sales thereunder at any time or
from time to time, for a period of not more than 90 days during


                                       6


any period of 365 days, if the Company shall furnish to the Holders a
certificate signed by an executive officer or any trustee of the Company stating
that, in the good faith judgment of the Company, it would be detrimental to the
Company and its shareholders to file such registration statement or amendment
thereto at such time (or continue sales under a filed registration statement)
and therefore the Company has elected to defer the filing of such registration
statement (or suspend sales under a filed registration statement).

         (b) The Holders' rights under this Section 4 shall terminate upon the
earlier to occur of (i) the fifth anniversary of the fifth anniversary of the
date of the closing of the underwritten initial public offering of the Common
Stock and (ii) the date on which, in the reasonable opinion of counsel to the
Company, all of the Registrable Stock may be sold in accordance with Rule
144(k).

         Section 5.       Registration Procedures.

                 (a)      The Company shall promptly notify the Holders of the
occurrence of the following events:

                          (i)      when any registration statement relating to
         the Registrable Stock or post-effective amendment thereto filed with
         the Commission has become effective;

                          (ii)     the issuance by the Commission of any stop
         order suspending the effectiveness of any registration statement
         relating to the Registrable Stock;

                          (iii)    the suspension of an effective registration
         statement by the Company in accordance with the last paragraph of
         Section 2(a) or Section 4(a) hereof;

                          (iv)     the Company's receipt of any notification of
         the suspension of the qualification of any Registrable Stock covered by
         a registration statement for sale in any jurisdiction; and

                          (v) the existence of any event, fact or circumstance
         that results in a registration statement or prospectus relating to
         Registrable Stock or any document incorporated therein by reference
         containing an untrue statement of material fact or omitting to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading during the distribution of
         securities.

         The Company agrees to use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any such registration
statement or any state qualification as promptly as possible. The Holders agree
that upon receipt of any notice from the Company of the occurrence of any event
of the type described in Sections 5(a)(ii), (iii), (iv) or (v) to immediately
discontinue their disposition of Registrable Stock pursuant to any registration
statement relating to such securities until the Holders receive written notice
from the Company that such disposition may be made.

                  (b)      The Company shall provide to the Holders, at no cost
to the Holders, a copy of the registration statement and any amendment thereto
used to effect the Registration of the Registrable Stock, each prospectus
contained in such registration statement or post-effective


                                       7


amendment and any amendment or supplement thereto and such other documents as
the requesting Holders may reasonably request in order to facilitate the
disposition of the Registrable Stock covered by such registration statement. The
Company consents to the use of each such prospectus and any supplement thereto
by the Holders in connection with the offering and sale of the Registrable Stock
covered by such registration statement or any amendment thereto. If the Common
Stock is listed on a national securities exchange at any time during the period
in which the Company is obligated to keep the registration statement effective
pursuant to Section 2(a), the Company shall also file a sufficient number of
copies of the prospectus and any post-effective amendment or supplement thereto
with such exchange so as to enable the Holders to have the benefits of the
prospectus delivery provisions of Rule 153 under the Securities Act.

                  (c)      The Company shall use commercially reasonable efforts
to cause the Registrable Stock covered by a registration statement to be
registered with or approved by such state securities authorities as may be
necessary to enable the Holders to consummate the disposition of such stock
pursuant to the plan of distribution set forth in the registration statement;
provided, however, that the Company shall not be obligated to take any action to
effect any such Registration, qualification or compliance pursuant to this
Section 5 in any particular jurisdiction in which the Company would become
subject to taxation or would be required to execute a general consent to service
of process in effecting such Registration, qualification or compliance unless
the Company is already subject to taxation or service in such jurisdiction.

                  (d)      Subject to the Company's Suspension Right or an S-3
Suspension Right, if any event, fact or circumstance requiring an amendment to a
registration statement relating to the Registrable Stock or supplement to a
prospectus relating to the Registrable Stock shall exist, immediately upon
becoming aware thereof the Company shall notify the Holders and prepare and
furnish to the Holders a post-effective amendment to the registration statement
or supplement to the prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Stock, the 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.

                  (e)      The Company shall use commercially reasonable efforts
(including the payment of any listing or quotation fees) to obtain the listing
or quotation of all Registrable Stock covered by the registration statement on
each securities exchange or inter-dealer automated quotation system on which
securities of the same class or series are then listed.

                  (f)      The Company and the Holders shall use commercially
reasonable efforts to comply with the Securities Act and the Exchange Act in
connection with the offer and sale of Registrable Stock pursuant to a
registration statement, and, as soon as reasonably practicable following the end
of any fiscal year during which a registration statement effecting a
Registration of the Registrable Stock shall have been effective, to make
available to the Holders an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act.

                  (g)      The Company shall cooperate with the selling Holders
to facilitate the timely preparation and delivery of certificates representing
Registrable Stock to be sold pursuant to a Registration and not bearing any
Securities Act legend; and enable certificates for such


                                       8


Registrable Stock to be issued for such numbers of stock and registered in such
names as the Holders may reasonably request at least two business days prior to
any sale of Registrable Stock.

                  (h) The Company 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 2. Any Affiliate of any of the
DLJ Entities may be selected as underwriter for an underwritten public offering.
The Company 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.

                  (i) During standard business hours, the Company will make
available for inspection by any Holder and any underwriter participating in any
disposition pursuant to a registration statement being filed by the Company
pursuant to Section 4 and any attorney, accountant or other professional
retained by any such Holder or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company as shall be
reasonably requested by any such Person, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
attorney, accountant or other professional retained by any such Holder in
connection with such registration statement.

                  (j) The Company will furnish to each such Holder and to each
such underwriter, if any, a signed counterpart, addressed to such underwriter,
of (i) an opinion or opinions of counsel to the Company and (ii) a comfort
letter or comfort letters from the Company's independent public accountants,
each in customary form and covering such matters of the type customarily covered
by opinions or comfort letters, as the case may be, as the managing underwriter
therefor reasonably requests.

         Section 6.     Expenses of Registration. All expenses, other
than underwriting discounts and commissions and transfer taxes, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2,
3, 4 and 5 hereof, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, the fees and disbursements of
counsel for the Company and the reasonable fees and disbursements of one counsel
selected by the Holders shall be borne by the Company.

         Section 7.     Indemnification.

                 (a)    The Company shall indemnify each Holder, each Holder's
officers and directors, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, against all expenses, claims,
losses, damages and liabilities (including reasonable legal fees and expenses),
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement or prospectus relating
to the Registrable Stock, or any amendment or supplement thereto, or based on
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,
provided, however, that the Company shall not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with information furnished in
writing to the Company by such Holder or underwriter for inclusion therein.

                 (b)    Each Holder, if Registrable Stock held by such Holder is
included in the securities as to which such registration is being effected,
shall indemnify the Company, each of its trustees and each of its officers who
signs the registration statement, each underwriter, if any, of the Company's
securities covered by such registration statement, and each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (including
reasonable legal fees and expenses) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any such
registration statement or prospectus, or any amendment or supplement thereto, or
based on 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, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement or prospectus, in reliance upon and in
conformity with information furnished in writing to the Company by such Holder
for inclusion therein.

                 (c)    Each party entitled to indemnification under this
Section 7 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, but the omission to so notify the Indemnifying Party shall not relieve
it from any liability which it may have to the Indemnified Party pursuant to the
provisions of this Section 7 except to the extent of the actual damages suffered
by such delay in


                                       9


notification. The Indemnifying Party shall assume the defense of such action,
including the employment of counsel to be chosen by the Indemnifying Party to be
reasonably satisfactory to the Indemnified Party, and payment of expenses. The
Indemnified Party shall have the right to employ its own counsel in any such
case, but the legal fees and expenses of such counsel shall be at the expense of
the Indemnified Party, unless the employment of such counsel shall have been
authorized in writing by the Indemnifying Party in connection with the defense
of such action, or the Indemnifying Party shall not have employed counsel to
take charge of the defense of such action or the Indemnified Party shall have
reasonably concluded that there may be defenses available to it or them which
are different from or additional to those available to the Indemnifying Party
(in which case the Indemnifying Party shall not have the right to direct the
defense of such action on behalf of the Indemnified Party), in any of which
events such fees and expenses shall be borne by the Indemnifying Party. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.

                  (d)      If the indemnification provided for in this Section 7
is unavailable to a party that would have been an Indemnified Party under this
Section 7 in respect of any expenses, claims, losses, damages and liabilities
referred to herein, then each party that would have been an Indemnifying Party
hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to
the amount paid or payable by such Indemnified Party as a result of such
expenses, claims, losses, damages and liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and such Indemnified Party on the other in connection with the statement or
omission which resulted in such expenses, claims, losses, damages and
liabilities, as well as any other relevant equitable considerations. The
relative fault 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
Indemnifying Party or such Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Holder agree that it would not be
just and equitable if contribution pursuant to this Section were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to above in this Section 7(d).

                  (e)      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.

                  (f)      In no event shall any Holder be liable for any
expenses, claims, losses, damages or liabilities pursuant to this Section 7 in
excess of the net proceeds to such Holder of any Registrable Stock sold by such
Holder pursuant to the registration statement in question.

         Section 8.     Information to be Furnished by Holders. Each Holder
shall furnish to the Company such information as the Company may reasonably
request and as shall be required in connection with the Registration and related
proceedings referred to in Section 2 or Section 3 hereof. If any Holder fails to
provide the Company with such information within 10 days of


                                       10


receipt of the Company's request, the Company's obligations under Section 2 or
Section 3 hereof, as applicable, with respect to such Holder or the Registrable
Stock owned by such Holder shall be suspended until such Holder provides such
information.

         Section 9.        Rule 144 Sales.

                  (a)      The Company shall use its commercially reasonable
efforts to file the reports required to be filed by the Company under the
Exchange Act, so as to enable any Holder to sell Registrable Stock pursuant to
Rule 144 under the Securities Act.

                  (b)      In connection with any sale, transfer or other
disposition by any Holder of any Registrable Stock pursuant to Rule 144 under
the Securities Act, the Company shall cooperate with such Holder to facilitate
the timely preparation and delivery of certificates representing Registrable
Stock to be sold and not bearing any Securities Act legend, and enable
certificates for such Registrable Stock to be for such number of shares and
registered in such names as the selling Holder may reasonably request at least
two business days prior to any sale of Registrable Stock.

         Section 10.    Assignment of Registration Rights. The rights of the
Holders hereunder, including the right to have the Company register Registrable
Stock pursuant to this Agreement, shall be automatically assignable by each
Holder to any transferee of all or any portion of the shares of Preferred Stock
or the Registrable Stock if: (i) the Holder agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company after such assignment, (ii) the Company is furnished
with written notice of (a) the name and address of such transferee or assignee,
and (b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment, the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act and applicable state securities laws, (iv)
the transferee or assignee agrees in writing for the benefit of the Company to
be bound by all of the provisions contained herein, and (v) such transfer of the
Registered Stock shall have been made in accordance with the applicable
requirements of Section 5(f) of the Purchase Agreement.

         Section 11.       Miscellaneous.

                  (a)      Governing Law; Submission to Jurisdiction. This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware.

                  (b)      WAIVER OF JURY TRIAL. THE COMPANY AND THE INVESTORS
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.

                  (c)      Entire Agreement. This Agreement constitutes 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.


                                       11


                  (d)      Amendments and Waivers. No provision of this
Agreement may be waived other than by an instrument in writing signed by the
party to be charged with enforcement and no provision of this Agreement may be
amended other than by an instrument in writing signed by the Company and each
Investor.

                  (e)      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 follows: (a) if to an Investor (other than Microsoft), at the Investor's
address or fax number set forth below its signature hereon, or at such other
address or fax number as the Investor shall have furnished to the Company in
writing, or (b) if to any assignee or transferee of an Investor, at such address
or fax number as such assignee or transferee shall have furnished the Company in
writing, (c) if to Microsoft or the Company, at the address set forth below. Any
notice or other communication required to be given hereunder to a Holder in
connection with a registration may instead be given to the designated
representative of such Holder.

                  If to the Company or any Other Investor:

                  CommVault Systems, Inc.
                  2 Crescent Place
                  Oceanport, New Jersey 07757-0900
                  Facsimile: (732) 870-4514
                  Attn: N. Robert Hammer

                  with a copy to:

                  Mayer, Brown, Rowe & Maw LLP
                  71 South Wacker Drive
                  Chicago, IL 60606-4637
                  Facsimile: (312) 701-7711
                  Attn: Philip J. Niehoff

                  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.
                  DLJ First ESC, L.P.
                  DLJ ESC II, L.P.
                  11 Madison Avenue
                  New York, New York 10010


                                       12


                  Attention: Dan Gerwitz snd Kenneth Lohsen
                  Fax: (212) 325-2663  (212) 538-0619

                  and to:

                  DLJ Capital Corporation
                  Sprout Entrpreneurs' Fund, L.P.
                  Sprout Growth II, L.P.
                  Sprout Capital VII, L.P.
                  Sprout Capital IX, L.P.
                  Sprout IX Plan Investors, L.P.
                  Sprout CEO Fund L.P.
                  11 Madison Avenue
                  New York, New York 10010
                  Attention: Amy Yeung
                  Fax: (646) 935-8112

                  with a copy to:

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York 10017
                  Attention: George R. Bason, Jr.
                  Fax: (212) 450-3340

                  and to:

                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, New York 10022
                  Attention: Phyllis A. Schwartz
                  Fax: (212) 593-5955



                  (f)      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.

                  (g)      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.

                  (h)      Headings. The headings 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.


                                       13


                  (i)      Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns. Except as provided herein, neither the Company nor any Investor shall
assign this Agreement or any rights or obligations hereunder.

                  (j)      Equitable Relief. The Company and the Holders
acknowledge that a breach by it of its obligations hereunder will cause
irreparable harm to the other party by vitiating the intent and purpose of the
transactions contemplated hereby. Accordingly, the Company and the Holders
acknowledge that the remedy at law for a breach of its obligations hereunder
will be inadequate and agree, in the event of a breach or threatened breach by
the Company or the Holders of the provisions of this Agreement, that a party
shall be entitled, in addition to all other available remedies, (i) to an
injunction restraining any breach and requiring immediate issuance and transfer,
without the necessity of showing economic loss and without any bond or other
security being required, and (ii) to compel specific performance of another
party under this Agreement in accordance with the terms and conditions of this
Agreement in any court of the United States or any State thereof having
jurisdiction.

                  (k)      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.

                  (l)      Further Assurances. Each party shall do and perform,
or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

                  (m)      Third Party Beneficiaries. 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.

                            [Signature pages follow.]

                                       14


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


                                  DLJ MERCHANT BANKING PARTNERS, L.P.

                                  By:  DLJ Merchant Banking, Inc.
                                  Managing General Partner


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President


                                  DLJ INTERNATIONAL PARTNERS, C.V.

                                  By:  DLJ Merchant Banking, Inc.
                                  Advisory General Partner


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President


                                  DLJ OFFSHORE PARTNERS, C.V.

                                  By:  DLJ Merchant Banking, Inc.
                                  Advisory General Partner


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President






                                  DLJ MERCHANT BANKING FUNDING, INC.


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President


                                  DLJ CAPITAL CORPORATION


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy M. Yeung
                                       Title:  Vice President


                                  DLJ FIRST ESC, L.P.

                                  By:  DLJ LBO Management Corporation,
                                    its General Partner


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President


                                  DLJ ESC II, L.P.

                                  By:  DLJ LBO Management Corporation,
                                    its General Partner


                                  By:  /s/ Kenneth J. Lohsen
                                       -----------------------------------------
                                       Name:  Kenneth J. Lohsen
                                       Title:  Vice President


                                  SPROUT GROWTH II, L.P.

                                  By:  DLJ Capital Corporation
                                  Managing General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy M. Yeung
                                       Title:  Vice President


                                  SPROUT CAPITAL VII, L.P.

                                  By:  DLJ Capital Corporation,
                                  Managing General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy M. Yeung
                                       Title:  Vice President


                                  SPROUT CAPITAL IX, L.P.

                                  By:  DLJ Capital Corporation
                                  Managing General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy Yeung
                                       Title:  Vice President


                                  SPROUT IX PLAN INVESTORS, L.P.

                                  By:  DLJ LBO Plans Management Corporation II
                                       General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy Yeung
                                       Attorney-In-Fact


                                  SPROUT CEO FUND L.P.

                                  By:  DLJ Capital Corporation
                                  General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy Yeung
                                       Title:  Vice President


                                  SPROUT ENTREPRENEURS' FUND

                                  By:  DLJ Capital Corporation
                                  General Partner


                                  By:  /s/ Amy M. Yeung
                                       -----------------------------------------
                                       Name:  Amy Yeung
                                       Title:  Vice President








                                  COMMVAUVT SYSTEMS, INC.


                                  By:/s/ Warren H. Mandschein
                                     -------------------------------------------
                                       Name:  Warren H. Mandschein
                                       Title: Vice President, General Counsel
                                              and Secretary








                                  /s/ N. Robert Hammer
                                  --------------------------------------------
                                  N. ROBERT HAMMER



                                  --------------------------------------------
                                  LOU MICELI









                                  --------------------------------------------
                                  N. ROBERT HAMMER


                                  /s/ Lou Miceli
                                  --------------------------------------------
                                  LOU MICELI