Table of Contents

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		$185,277,781		$19,825(2)

(1)	Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	$16,050 previously paid.

---

Table of Contents

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

Discounts and

Proceeds to

Selling

Price to Public

Commissions

CommVault

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.

	Thomas Weisel Partners LLC

	RBC Capital Markets

	C.E. Unterberg, Towbin

---

Table of Contents

---

 

		Page
Prospectus Summary			1
Risk Factors			14
Forward-Looking Statements			30
Use of Proceeds			31
Dividend Policy			31
Capitalization			32
Dilution			35
Selected Financial Data			37
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Business			58
Management			71
The Concurrent Private Placement			82
Principal and Selling Stockholders			83
Certain Relationships and Related Party Transactions			86
Description of Capital Stock			88
Shares Eligible for Future Sale			93
Certain United States Federal Tax Considerations to Non-U.S. Holders			96
Underwriting			99
Legal Matters			106
Experts			106
Where You Can Find More Information			107
Index to Consolidated Financial Statements and Schedule			F-1
EX-1.1: FORM OF UNDERWRITING AGREEMENT
EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.2: FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.3: FORM OF AMENDED AND RESTATED BYLAWS
EX-4.1: FORM OF COMMON STOCK CERTIFICATE
EX-5.1: OPINION OF MAYER, BROWN, ROWE & MAW LLP
EX-9.1: FORM OF VOTING TRUST AGREEMENT
EX-10.2: 1996 STOCK OPTION PLAN
EX-10.3: FORM OF 2006 LONG-TERM STOCK INCENTIVE PLAN
EX-10.4: FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
EX-10.13: FORM OF REGISTRATION RIGHTS 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: RESELLER AGREEMENT
EX-21.1: LIST OF SUBSIDIARIES
EX-23.1: CONSENT OF ERNST & YOUNG LLP

i

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

	•	the unpredictability of the timing and magnitude of orders for our software applications — during fiscal 2005 and 2006 and the three months ended June 30, 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.

15

---

Table of Contents

16

---

Table of Contents

17

---

Table of Contents

	•	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.

18

---

Table of Contents

	•	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.

19

---

Table of Contents

	•	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.

20

---

Table of Contents

21

---

Table of Contents

	•	patents;
	•	copyright and trademark laws;
	•	trade secrets;

22

---

Table of Contents

	•	confidentiality procedures; and
	•	contractual provisions.

23

---

Table of Contents

	•	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.

24

---

Table of Contents

25

---

Table of Contents

	•	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;
	•	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.

26

---

Table of Contents

27

---

Table of Contents

	•	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.

28

---

Table of Contents

29

---

Table of Contents

30

---

Table of Contents

31

---

Table of Contents

	•	on an actual basis;
	•	on a pro forma basis after giving effect to each of the following events as if each had occurred at June 30, 2006:

	•	the conversion of all outstanding shares of our preferred stock into a total of 16,019,480 shares of common stock upon the closing of this offering;
	•	the amount payable totaling $101.8 million reflecting 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 September 26, 2006);
	•	the borrowing of $15.0 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;
	•	the use of $10.7 million of our existing cash and cash equivalents 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 102,640 shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise approximately $1.4 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 6,148,148 shares of common stock in this offering at an assumed public offering price of $13.50 (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 June 30, 2006.

32

---

Table of Contents

					As of June 30, 2006
													Pro Forma As
					Actual				Pro Forma				Adjusted(1)
					(In thousands, except share and
					per share amounts)
Cash and cash equivalents					$	53,501			$	42,785			$	42,785
Term loan					$	—			$	15,000			$	15,000
Long-term debt:
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					$	100,579			$	—			$	—
Stockholders’ equity (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; 50,000,000 shares authorized, no shares issued or outstanding, pro forma as adjusted					—				—				—
	Common stock, par value $0.01 per share, 60,425,000 shares authorized, 19,380,760 shares issued and outstanding, actual; 60,425,000 shares authorized, 35,502,880 shares issued and outstanding, pro forma; 250,000,000 shares authorized, 41,651,028 shares issued and outstanding, pro forma as adjusted					194				355				417
	Additional paid-in capital					—				94,364				167,633
	Accumulated deficit					(165,109	)			(165,109	)			(165,109	)
	Accumulated other comprehensive income					200				200				200
		Total stockholders’ equity (deficit)				(70,363	)			(70,190	)			3,141
			Total capitalization		$	30,216			$	(70,190	)		$	3,141

(1)

A $1.00 increase in the assumed initial public offering price of $13.50 per share would increase each of cash and cash equivalents, additional paid-in capital and total capitalization by $5.8 million and would decrease both borrowings under our new term loan and total stockholders’ deficit by $5.8 million 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 $13.50 per share would decrease cash and cash equivalents by $0.8 million, additional paid-in capital and total capitalization by $5.8 million and would increase assumed borrowings under our new term loan by $5.0 million and total stockholders’ deficit by $5.8 million 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.

33

---

Table of Contents

	Share information above excludes:

	•	352,219 shares of common stock available for issuance under our 1996 Stock Option Plan, including 7,700,801 shares of common stock issuable upon exercise of outstanding stock options as of June 30, 2006 at a weighted average exercise price of $5.76 per share; and
	•	4,000,000 shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

34

---

Table of Contents

	•	the conversion of all outstanding shares of our preferred stock into a total of 16,019,480 shares of common stock;
	•	the amount payable totaling $101.8 million reflecting 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 September 26, 2006);
	•	the borrowing of $15.0 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;
	•	the use of $10.7 million of our existing cash and cash equivalents 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 102,640 shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise approximately $1.4 million in proceeds from the concurrent private placement.

Assumed initial public offering price per share							$	13.50
	Pro forma net tangible book value per share as of June 30, 2006		$	(1.98	)
	Increase per share attributable to new investors			2.06
Pro forma as adjusted net tangible book value per share after this offering								0.08
Dilution per share to new investors							$	13.42

35

---

Table of Contents

			Shares Purchased								Total Consideration								Average
																			Price per
			Number				Percent				Amount				Percent				Share
			(In thousands, except share and per share data)
Existing stockholders				29,485,830				82.7	%		$	105,458				56.0	%		$	3.58
New investors				6,148,148				17.3				83,000				44.0				13.50
	Total			35,633,978				100.0	%		$	188,458				100.0	%		$	5.29

	•	352,219 shares of common stock available for issuance under our 1996 Stock Option Plan, including 7,700,801 shares of common stock issuable upon exercise of outstanding stock options as of June 30, 2006 at a weighted average exercise price of $5.76 per share; and
	•	4,000,000 shares of common stock initially available for issuance under our 2006 Long-Term Stock Incentive Plan.

36

---

Table of Contents

37

---

Table of Contents

																									For the
																									Three Months Ended
					For the Year Ended March 31,																				June 30,
					2002				2003				2004				2005				2006				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			$	12,463			$	18,788
		Vault 98				314				—				—				—				—				—				—
			Total software			17,774				29,485				39,474				49,598				62,422				12,463				18,788
	Services					11,677				14,840				21,772				33,031				47,050				9,660				14,734
	Hardware, supplies and other					1,397				94				—				—				—				—				—
			Total revenues			30,848				44,419				61,246				82,629				109,472				22,123				33,522
Cost of revenues:
	QiNetix software					255				932				1,168				1,497				1,764				337				272
	Vault 98 software					1				—				—				—				—				—				—
	Services					6,449				6,095				8,049				9,975				13,231				2,683				4,513
	Hardware, supplies and other					1,146				72				—				—				—				—				—
			Total cost of revenues			7,851				7,099				9,217				11,472				14,995				3,020				4,785
Gross margin						22,997				37,320				52,029				71,157				94,477				19,103				28,737
Operating expenses:
	Sales and marketing					27,352				29,842				37,592				43,248				51,326				11,853				15,307
	Research and development					15,867				16,153				16,214				17,239				19,301				4,338				5,418
	General and administrative					6,291				6,332				8,599				8,955				12,275				3,081				4,653
	Depreciation and amortization					3,021				1,752				1,396				1,390				1,623				383				497
	Goodwill impairment					1,194				—				—				—				—				—				—
Income (loss) from operations						(30,728	)			(16,759	)			(11,772	)			325				9,952				(552	)			2,862
Interest expense						(22	)			—				(60	)			(14	)			(7	)			(4	)			—
Interest income						631				297				134				346				1,262				175				524
Income (loss) before income taxes						(30,119	)			(16,462	)			(11,698	)			657				11,207				(381	)			3,386
Income tax (expense) benefit						232				52				—				(174	)			(451	)			16				(45	)
Net income (loss)						(29,887	)			(16,410	)			(11,698	)			483				10,756				(365	)			3,341
Less: accretion of preferred stock dividends						(5,661	)			(5,661	)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
Net income (loss) attributable to common stockholders					$	(35,548	)		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Net income (loss) attributable to common stockholders per share(1):
	Basic				$	(1.96	)		$	(1.20	)		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
	Diluted				$	(1.96	)		$	(1.20	)		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06
Weighted average shares used in computing per share amounts:
	Basic					18,112				18,371				18,601				18,712				18,839				18,807				19,039
	Diluted					18,112				18,371				18,601				18,712				30,932				18,807				32,110

			As of March 31,																				As of June 30,
			2002				2003				2004				2005				2006				2005				2006
			(In thousands)
Balance Sheet Data:
Cash and cash equivalents			$	27,704			$	7,611			$	22,958			$	24,795			$	48,039			$	29,879			$	53,501
Working capital				20,626				5,633				13,164				13,441				24,139				13,152				28,243
Total assets				37,802				26,489				41,779				47,513				72,568				50,389				78,060
Cumulative redeemable convertible preferred stock:
	Series A through E, at liquidation value			76,508				82,170				87,846				93,507				99,168				94,919				100,579
Total stockholders’ deficit				(53,554	)			(75,561	)			(75,910	)			(81,010	)			(73,664	)			(82,736	)			(70,363	)

(1)	See page F-12 in the consolidated financial statements for a reconciliation of the basic and diluted earnings per share calculation.

38

---

Table of Contents

	History and Background

39

---

Table of Contents

	Sources of Revenues

40

---

Table of Contents

	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.

41

---

Table of Contents

	Revenue Recognition

42

---

Table of Contents

	Stock-Based Compensation

43

---

Table of Contents

		Three Months Ended
		June 30, 2006
Dividend yield			None
Expected volatility			55	%
Risk-free interest rate			4.95% - 5.04	%
Expected life (in years)			6.25

		Number of								Retrospective Fair
		Options								Value per
Grant Date		Granted				Exercise Price				Common Share				Intrinsic Value
May 5, 2005			359,750			$	4.50			$	6.92			$	2.42
July 29, 2005			461,375				4.70				8.36				3.66
September 19, 2005			800,000				4.70				9.18				4.48
November 3, 2005			374,500				6.70				10.34				3.64
January 26, 2006			334,350				7.50				11.08				3.58
March 2, 2006			163,625				8.10				12.84				4.74
April 20, 2006			150,000				11.70				12.98				1.28
May 3, 2006			89,750				12.60				13.08				0.48

44

---

Table of Contents

45

---

Table of Contents

	•	The continued execution of our business model which resulted in total revenues increasing 32% in fiscal 2006 compared to fiscal 2005 and 52% in the three months ended June 30, 2006 compared to the three months ended June 30, 2005. We have experienced such revenue growth in both the United States and in our international operations.
	•	Software revenue generated through our original equipment manufacturer agreements increased approximately $8.5 million, or 425%, in fiscal 2006 compared to fiscal 2005 due higher revenue from our arrangement with Dell as well as revenue generated from an original equipment manufacturer arrangement we entered into with Hitachi Data Systems in March 2005.
	•	We achieved our fourth consecutive quarter of profitability for three months ended June 30, 2006.
	•	As of June 30, 2006, we have licensed our software applications to approximately 4,300 registered customers representing an increase of approximately 50% compared to March 31, 2005.
	•	We have continued to enhance our QiNetix software suite with the introduction of QiNetix Data Classification in 2005 and QiNetix ContinuousDataReplicator in 2006. In addition, we have released numerous enhancements to our existing QiNetix software applications.

46

---

Table of Contents

	•	The passage of time between grant dates, which led to the shifting of the time periods that such valuations are based upon.
	•	The probability weighting of being able to proceed with an IPO with an offering price of no less than $6.26 per share, on an as adjusted basis, which is the minimum offering price without being potentially blocked by the Series CC preferred stockholders.
	•	In January 2006, we engaged investment bankers to initiate the process of an initial public offering and began drafting a registration statement.

	•	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.

47

---

Table of Contents

	•	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;
	•	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.

	•	We achieved our third quarter of consecutive profitability and completed our most profitable fiscal year for the year ended March 31, 2006;
	•	We continued to generate cash flows from operations significantly exceeding budgeted and prior year amounts.

48

---

Table of Contents

	Accounting for Income Taxes

	Software Development Costs

																For the Three
				For the Year Ended												Months Ended
				March 31,												June 30,
				2004				2005				2006				2005				2006
Revenues:
	Software				64	%			60	%			57	%			56	%			56	%
	Services				36				40				43				44				44
		Total revenues			100	%			100	%			100	%			100	%			100	%
Cost of revenues:
	Software				2	%			2	%			2	%			2	%			1	%
	Services				13				12				12				12				13
		Total cost of revenues			15				14				14				14				14
Gross margin					85	%			86	%			86	%			86	%			86	%

49

---

Table of Contents

	Three months ended June 30, 2006 compared to three months ended June 30, 2005

	Revenues

	Cost of Revenues

	Operating Expenses

50

---

Table of Contents

	Interest Income

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

	Revenues

	Cost of Revenues

51

---

Table of Contents

	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

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

	Revenues

52

---

Table of Contents

	Cost of Revenues

	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

53

---

Table of Contents

54

---

Table of Contents

			Preferred				Total
Date of Financing			Stock Series				Amount
			(In millions)
May 1996				A			$	30.6
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						$	141.2

	•	$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 $54.8 million in the aggregate, assuming that this offering closes on September 26, 2006.

55

---

Table of Contents

		Payments Due By March 31,
Contractual Obligations(1)		Total				2007				2008				2009				2010				2011				Thereafter
Operating leases		$	5,833			$	2,186			$	2,516			$	994			$	96			$	41			$	—

(1)

In connection with this offering, we intend to borrow $15.0 million under our new $20.0 million term loan on or immediately prior to the closing date of this offering. We estimate the payments under this term loan will be $3.6 million in fiscal 2007, $7.5 million in fiscal 2008 and $3.9 million in fiscal 2009, subject to acceleration, at any time, at the discretion of the lender. The term loan will mature in fiscal 2009.

56

---

Table of Contents

	Interest Rate Risk

57

---

Table of Contents

•	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.

58

---

Table of Contents

59

---

Table of Contents

	•	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.

60

---

Table of Contents

	•	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.

61

---

Table of Contents

	•	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.

62

---

Table of Contents

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

63

---

Table of Contents

	QiNetix DataMigrator

	QiNetix DataArchiver

	QiNetix Data Classification

	QiNetix StorageManager

	QiNetix QNet

64

---

Table of Contents

	•	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.

65

---

Table of Contents

	•	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.

66

---

Table of Contents

	•	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.

67

---

Table of Contents

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

68

---

Table of Contents

69

---

Table of Contents

70

---

Table of Contents

Name		Age				Position
N. Robert Hammer			64			Chairman, President and Chief Executive Officer
Alan G. Bunte			53			Executive Vice President and Chief Operating Officer
Louis F. Miceli			57			Vice President and Chief Financial Officer
Ron Miiller			39			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			41			Vice President, Marketing and Business Development
Thomas Barry(1)(2)			49			Director
Frank J. Fanzilli, Jr.(3)			49			Director
Armando Geday			44			Director
Keith Geeslin(3)			53			Director
Edward A. Johnson			43			Director*
F. Robert Kurimsky(1)(2)			67			Director
Daniel Pulver(3)			38			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.

71

---

Table of Contents

72

---

Table of Contents

73

---

Table of Contents

74

---

Table of Contents

	•	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 6,088,000 shares of our common stock and the right to receive $98.0 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 6,088,000 shares of our common stock and the right to receive $98.0 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 2,598,852 shares of our common stock and the right to receive $41.9 million in cash upon the completion of the offering.

75

---

Table of Contents

																		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)				350,000
Chairman, President and Chief Executive Officer
Alan G. Bunte			2006				264,546				123,000								175,000
Executive Vice President and Chief Operating Officer
Louis F. Miceli			2006				257,631				123,000								50,000
Vice President and Chief Financial Officer
David West			2006				221,154				63,000								50,000
Vice President, Marketing and Business Development
Ron Miiller			2006				207,692				189,820								57,500
Vice President of Sales, Americas
Scott Mercer(3)			2006				179,111				173,968								50,000
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.

76

---

Table of Contents

77

---

Table of Contents

		Individual Grants
		Number of																				Potential Realizable Value at Assumed
		Securities				Percent of Total								Fair								Annual Rates of Stock Price Appreciation for
		Underlying				Options Granted				Exercise				Value per								Option Term(2)
		Options				to Employees in				Price per				Common				Expiration
Name		Granted				Fiscal Year(1)				Share				Share				Date				0%				5%				10%
N. Robert Hammer			350,000				14.04	%		$	4.70			$	9.18				09/19/2015			$	1,568,000			$	3,588,638			$	6,688,695
Alan G. Bunte			175,000				7.02				4.70				9.18				09/19/2015				784,000				1,794,319				3,344,347
Louis F. Miceli			50,000				2.01				4.70				9.18				09/19/2015				224,000				512,663				955,528
David West			25,000				1.00				4.70				8.36				07/29/2015				91,500				222,939				424,592
David West			25,000				1.00				4.70				9.18				09/19/2015				112,000				256,331				477,764
Ron Miiller			25,000				1.00				4.70				8.36				07/29/2015				91,500				222,939				424,592
Ron Miiller			32,500				1.30				4.70				9.18				09/19/2015				145,600				333,231				621,093
Scott Mercer(3)			50,000				2.01				4.70				9.18				09/19/2015				224,000				512,663				955,528

(1)	Based on options to purchase an aggregate of 2,493,600 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 0%, 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 and his option grant was subsequently forfeited.

78

---

Table of Contents

										Number of Securities								Value of Unexercised
		Shares								Underlying Unexercised								In-the-Money Options
		Acquired								Options at March 31, 2006								at March 31, 2006(2)
		on				Value
Name		Exercise				Realized(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
N. Robert Hammer			—			$	—				895,313				629,688			$	6,955,469			$	5,287,031
Alan G. Bunte			—				—				202,188				217,813				1,701,406				1,936,094
Louis F. Miceli			—				—				127,813				62,188				999,594				522,406
David West			—				—				155,469				69,532				1,305,857				609,143
Ron Miiller			—				—				101,875				125,625				840,875				1,055,125
Scott Mercer(3)			125,000				835,000				—				—				—				—

(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 $13.50 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

79

---

Table of Contents

	2006 Long-Term Stock Incentive Plan

80

---

Table of Contents

81

---

Table of Contents

82

---

Table of Contents

	•	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)			3,567,839				—				3,567,839				17.4	%			8.4%
Alan G. Bunte(2)			525,000				—				525,000				2.7	%			1.3%
Louis F. Miceli(3)			354,377				62,500				291,877				1.8	%			*
David West(4)			167,969				—				167,969				*				*
Ron Miiller(5)			120,000				—				120,000				*				*
Anand Prahlad(6)			180,300				10,000				170,300				*				*
Suresh P. Reddy(7)			126,762				10,000				116,762				*				*
Thomas Barry(8)			65,684				—				65,684				*				*
Frank J. Fanzilli, Jr.(9)			72,563				—				72,563				*				*
Armando Geday(10)			72,563				—				72,563				*				*
Keith Geeslin(11)			4,688				—				4,688				*				*
Edward A. Johnson			—				—				—				*				*
F. Robert Kurimsky(12)			72,563				—				72,563				*				*
Daniel Pulver			—				—				—				*				*
Gary B. Smith(13)			11,406				—				11,406				*				*
David F. Walker			—				—				—				*				*
Putnam OTC and Emerging Growth Fund(14)			765,377				389,525				375,852				3.8	%			*
TH Lee, Putnam Investment Trust(14)			1,127,926				—				1,127,926				5.5	%			2.7%

83

---

Table of Contents

														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)			201,416				—				201,416				1.0	%			*
Putnam World Trust II — Putnam Emerging Information Sciences Fund(14)			80,566				27,505				53,061				*				*
DLJ Capital Corporation(15)			511,502				127,017				384,485				2.6	%			*
DLJ ESC II, L.P.(15)			15,782				2,297				13,485				*				*
DLJ First ESC, L.P.(15)			1,477,721				215,050				1,262,671				7.4	%			3.0%
DLJ International Partners, C.V.(15)			2,741,683				398,991				2,342,692				13.5	%			5.6%
DLJMB Funding, Inc.(15)			2,200,797				320,278				1,880,519				10.9	%			4.5%
DLJ Merchant Banking Partners, L.P.(15)			5,599,395				814,868				4,784,527				26.4	%			11.5%
DLJ Offshore Partners, C.V.(15)			146,409				21,307				125,102				*				*
Sprout IX Plan Investors, L.P.(15)			72,353				—				72,353				*				*
Sprout Capital VII, L.P.(15)			3,052,133				763,033				2,289,100				15.0	%			5.5%
Sprout Capital IX, L.P.(15)			1,566,741				—				1,566,741				7.5	%			3.8%
Sprout CEO Fund, L.P.(15)			35,403				8,851				26,552				*				*
Sprout Entrepreneurs’ Fund, L.P.(15)			6,175				—				6,175				*				*
Sprout Growth II, L.P.(15)			2,495,297				623,824				1,871,473				12.3	%			4.5%
EMC Corporation			1,156,157				572,917				583,240				5.6	%			1.4%
Microsoft Corporation			1,357,223				550,000				807,223				6.5	%			1.9%
The Estate of Scott Mercer			125,000				45,000				80,000				*				*
All directors and named executive officers as a group(16)			5,341,714				82,500				5,259,214				24.8	%			12.0%

	*	Less than 1%.

	(1)	Includes options to acquire 967,188 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(2)	Includes options to acquire 245,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(3)	Includes options to acquire 134,375 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(4)	Includes options to acquire 167,969 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(5)	Includes options to acquire 120,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(6)	Includes options to acquire 114,000 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(7)	Includes options to acquire 90,562 shares of common stock which are exercisable within 60 days of July 31, 2006.

84

---

Table of Contents

	(8)	Includes options to acquire 2,188 shares of common stock which are exercisable within 60 days of July 31, 2006.
	(9)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.

(10)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.
(11)	Includes options to acquire 4,688 shares of common stock which are exercisable within 60 days of July 31, 2006.
(12)	Includes options to acquire 72,563 shares of common stock which are exercisable within 60 days of July 31, 2006.
(13)	Includes options to acquire 11,406 shares of common stock which are exercisable within 60 days of July 31, 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. 14,577,860 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 Sixth and Marquette, MAC N9303-110, Minneapolis, MN 55479. See “Description of Capital Stock — Voting Trust Agreement” for more information regarding this agreement.
(16)	Includes options to acquire 2,075,065 shares of common stock which are exercisable within 60 days of July 31 2006.

85

---

Table of Contents

	•	Affiliates of Credit Suisse Securities (USA) LLC will receive approximately $98.0 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 20,332 shares of our common stock and the right to receive approximately $0.3 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 2,598,852 shares of our common stock and the right to receive $41.9 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 6,088,000 shares of our common stock and the right to receive $98.0 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

86

---

Table of Contents

		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 6,088,000 shares of our common stock and the right to receive $98.0 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 2,598,852 shares of our common stock and the right to receive $41.9 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 3,044,000 shares of our Series A, B, C, D and E preferred stock, which will be converted into 6,088,000 shares of our common stock and the right to receive $98.0 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 101,074 shares of our common stock and the right to receive $1.5 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 3,334 shares of our common stock and the right to receive approximately $0.1 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 102,824 shares of our preferred stock which will be converted into the right to receive 187,247 shares of our common stock and $2.9 million in cash upon completion of the offering. The ownership interests of Messrs. Barry, Fanzilli, Geeslin, Pulver, Hammer and Bunte in these funds in the aggregate is less than 10% of the total membership interests in these funds.

87

---

Table of Contents

88

---

Table of Contents

	•	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.

89

---

Table of Contents

	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.

90

---

Table of Contents

	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

91

---

Table of Contents

	•	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.

92

---

Table of Contents

Maximum Number
of Shares		Date
526,502		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)
6,974,748		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)
28,892,582		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;

93

---

Table of Contents

	•	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 one for two 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 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;

94

---

Table of Contents

	•	one percent of the number of shares of common stock then outstanding (approximately 416,510 shares immediately after this offering); or
	•	the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks before a notice of the sale on Form 144 is filed.

95

---

Table of Contents

	•	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.

96

---

Table of Contents

	•	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.

97

---

Table of Contents

	•	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,

98

---

Table of Contents

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			11,111,111

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

$

$

$

$

99

---

Table of Contents

	•	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 one for two 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;

100

---

Table of Contents

	•	Affiliates of Credit Suisse Securities (USA) LLC own approximately 62.9% of our common stock as of July 31, 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 39.9% 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 4.9% 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.

101

---

Table of Contents

	•	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 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 0.10% of our Series CC preferred stock, and upon completion of the offering and related transactions will own approximately 0.10% of our common stock.

102

---

Table of Contents

	•	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 0.7% of our common stock.
	•	Affiliates of Credit Suisse Securities (USA) LLC will receive $98.0 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.

	•	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.

103

---

Table of Contents

	•	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.
	•	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;

104

---

Table of Contents

	(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.

105

---

Table of Contents

106

---

Table of Contents

107

---

Table of Contents

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2005 and 2006 and June 30, 2006 (unaudited)		F-3
Consolidated Statements of Operations for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2005 (unaudited) and 2006 (unaudited)		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2006 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2004, 2005 and 2006 and the three months ended June 30, 2005 (unaudited) and 2006 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-32

F-1

---

Table of Contents

	/s/ Ernst & Young LLP

F-2

---

Table of Contents

			March 31,												Pro Forma
											June 30,				June 30,
			2005				2006				2006				2006
											(Unaudited)				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	24,795			$	48,039			$	53,501			$	42,785
	Trade accounts receivable, less allowance for doubtful accounts of $602 and $475 at March 31, 2005 and 2006, respectively, and $534 at June 30, 2006			18,305				18,238				17,528				17,528
	Prepaid expenses and other current assets			1,986				1,877				1,571				1,571
Total current assets				45,086				68,154				72,600				61,884
Property and equipment, net				2,085				3,322				3,675				3,675
Other assets				342				1,092				1,785				1,785
Total assets			$	47,513			$	72,568			$	78,060			$	67,344
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
	Accounts payable		$	1,755			$	1,565			$	1,878			$	1,878
	Accrued liabilities			10,451				12,685				13,067				13,067
	Due to Series A through E preferred stockholders			—				—				—				74,690
	Term loan			166				—				—				15,000
	Deferred revenue			19,273				29,765				29,412				29,412
Total current liabilities				31,645				44,015				44,357				134,047
Deferred revenue, less current portion				3,281				3,036				3,476				3,476
Other liabilities				90				13				11				11
Commitments and contingencies
Cumulative redeemable convertible preferred stock:
Series A through E, at liquidation value				93,507				99,168				100,579				—
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 June 30, 2006				94,352				94,352				94,352				—
Common stock, $.01 par value, 60,425 shares authorized, 18,809, 18,960 and 19,381 shares issued and outstanding at March 31, 2005 and 2006 and June 30, 2006, respectively; 35,503 shares issued and outstanding pro forma at June 30, 2006 (unaudited)				188				190				194				355
Additional paid-in capital				—				4,506				—				94,364
Deferred compensation				(61	)			(8,134	)			—				—
Accumulated deficit				(175,715	)			(164,959	)			(165,109	)			(165,109	)
Accumulated other comprehensive income				226				381				200				200
Total stockholders’ deficit				(81,010	)			(73,664	)			(70,363	)			(70,190	)
			$	47,513			$	72,568			$	78,060			$	67,344

F-3

---

Table of Contents

															Three Months Ended
			Year Ended March 31,												June 30,
			2004				2005				2006				2005				2006
															(Unaudited)				(Unaudited)
Revenues:
	Software		$	39,474			$	49,598			$	62,422			$	12,463			$	18,788
	Services			21,772				33,031				47,050				9,660				14,734
Total revenues				61,246				82,629				109,472				22,123				33,522
Cost of revenues:
	Software			1,168				1,497				1,764				337				272
	Services			8,049				9,975				13,231				2,683				4,513
Total cost of revenues				9,217				11,472				14,995				3,020				4,785
Gross margin				52,029				71,157				94,477				19,103				28,737
Operating expenses:
	Sales and marketing			37,592				43,248				51,326				11,853				15,307
	Research and development			16,214				17,239				19,301				4,338				5,418
	General and administrative			8,599				8,955				12,275				3,081				4,653
	Depreciation and amortization			1,396				1,390				1,623				383				497
Income (loss) from operations				(11,772	)			325				9,952				(552	)			2,862
Interest expense				(60	)			(14	)			(7	)			(4	)			—
Interest income				134				346				1,262				175				524
Income (loss) before income taxes				(11,698	)			657				11,207				(381	)			3,386
Income tax (expense) benefit				—				(174	)			(451	)			16				(45	)
Net income (loss)				(11,698	)			483				10,756				(365	)			3,341
Less: accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
Net income (loss) attributable to common stockholders			$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Net income (loss) attributable to common stockholders per share:
	Basic		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
	Diluted		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06
Weighted average shares used in computing per share amounts:
	Basic			18,601				18,712				18,839				18,807				19,039
	Diluted			18,601				18,712				30,932				18,807				32,110
Unaudited pro forma net income (loss) attributable to common stockholders per share:
	Basic										$	(2.16	)						$	0.09
	Diluted										$	(2.16	)						$	0.08
Unaudited pro forma weighted average shares used in computing per share amounts:
	Basic											34,961								35,161
	Diluted											34,961								38,546

F-4

---

Table of Contents

																																	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				18,700			$	187			$	—			$	—			$	(155,469	)		$	71			$	(75,561	)
	Stock options exercised													84				1				372																373
	Repurchase and retirement of common stock													(4	)			—																				—
	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																					(2,154	)							(3,522	)							(5,676	)
Balance at March 31, 2004						19,252				94,352				18,780				188				—				(82	)			(170,689	)			321				(75,910	)
	Stock options exercised													31				—				152																152
	Repurchase and retirement of common stock													(2	)			—																				—
	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																					(152	)							(5,509	)							(5,661	)
Balance at March 31, 2005						19,252				94,352				18,809				188				—				(61	)			(175,715	)			226				(81,010	)
	Stock options exercised													151				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				18,960				190				4,506				(8,134	)			(164,959	)			381				(73,664	)
	Stock options exercised													33				—				155																155
	Cashless exercise of stock warrants and related shares issued pursuant to preemptive rights													388				4				(4	)															—
	Comprehensive income:
		Net income																												3,341								3,341
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(181	)			(181	)
	Total comprehensive income																																					3,160
	Stock-based compensation																					1,260								137								1,397
	Reversal of deferred compensation upon adoption of SFAS 123(R)																					(4,506	)			8,134				(3,628	)							—
	Accretion of dividends on preferred stock																					(1,411	)															(1,411	)
Balance at June 30, 2006 (unaudited)						19,252			$	94,352				19,381			$	194			$	—			$	—			$	(165,109	)		$	200			$	(70,363	)

F-5

---

Table of Contents

																Three Months Ended
				Year Ended March 31,												June 30,
				2004				2005				2006				2005				2006
																(Unaudited)				(Unaudited)
Cash flows from operating activities
Net income (loss)				$	(11,698	)		$	483			$	10,756			$	(365	)		$	3,341
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization				1,425				1,431				1,682				392				553
	Noncash stock compensation				4				21				1,391				51				1,397
	Issuance of common stock warrants				1,696				—				—				—				—
	Changes in operating assets and liabilities:
		Accounts receivable			(352	)			(2,759	)			67				1,575				710
		Prepaid expenses and other current assets			225				(588	)			109				440				306
		Other assets			3				(120	)			105				82				(189	)
		Accounts payable			1,018				(1,060	)			(664	)			(740	)			93
		Accrued expenses			214				2,617				2,234				(399	)			382
		Deferred revenue and other liabilities			8,366				3,815				10,170				4,381				85
Net cash provided by operating activities					901				3,840				25,850				5,417				6,678
Cash flows from investing activities
Purchase of property and equipment					(1,244	)			(1,860	)			(2,814	)			(281	)			(906	)
Net cash used in investing activities					(1,244	)			(1,860	)			(2,814	)			(281	)			(906	)
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	)			(50	)			—
Deferred offering costs					—				—				(486	)			—				(284	)
Proceeds from issuance of common stock					372				152				705				1				155
Net cash provided by (used in) financing activities					15,440				(48	)			53				(49	)			(129	)
Effects of exchange rate — changes in cash					250				(95	)			155				(3	)			(181	)
Net increase in cash and cash equivalents					15,347				1,837				23,244				5,084				5,462
Cash and cash equivalents at beginning of period					7,611				22,958				24,795				24,795				48,039
Cash and cash equivalents at end of period				$	22,958			$	24,795			$	48,039			$	29,879			$	53,501
Supplemental disclosures of cash flow information
Interest paid				$	60			$	14			$	7			$	4			$	—
Income taxes paid				$	15			$	48			$	483			$	107			$	177

F-6

---

Table of Contents

1.	Nature of Business

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Pro Forma Information

	•	the conversion of all outstanding shares of preferred stock into a total of 16,019 shares of common stock;
	•	the amount payable totaling $101,792 reflecting 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 September 26, 2006);
	•	the borrowing of $15,000 under a new term loan at an interest rate equal to 30-day LIBOR plus 1.50%, and assumed to be 6.80% 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 $13.50 per share, the midpoint of the estimated price range shown on the cover of the prospectus);
	•	the use of $10,716 of the Company’s existing cash and cash equivalents 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 $13.50 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 103 shares of the Company’s common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $13.50 per share (the midpoint of the estimated price range shown on the cover page of the prospectus) the Company will raise approximately $1,386 in proceeds from the concurrent private placement.

F-7

---

Table of Contents

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Net income attributable to common stockholders			$	5,095			$	1,930
Plus:
	Elimination of accretion of preferred stock dividends			5,661				1,411
Less:
	Accretion of fair value of preferred stock upon conversion			85,330				—
	Interest expense associated with term loan borrowings, net of taxes of $23 and $2, respectively			774				120
Pro forma net income (loss) attributable to common stockholders			$	(75,348	)		$	3,221

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Basic weighted average number of shares used in computing per share amounts				18,839				19,039
Plus:
	Shares issued upon conversion of outstanding preferred stock			16,019				16,019
	Shares issued in the concurrent private placement			103				103
Basic pro forma weighted average number of shares used in computing per share amounts				34,961				35,161

							Three Months
			Year Ended				Ended
			March 31, 2006				June 30, 2006
Diluted weighted average number of shares used in computing per share amounts				30,932				32,110
Less:
	Anti-dilutive stock options			2,192				—
	Anti-dilutive common stock warrants			215				—
Plus:
	Shares issued upon conversion of outstanding preferred stock			6,333				6,333
	Shares issued in the concurrent private placement			103				103
Diluted pro forma weighted average number of shares used in computing per share amounts				34,961				38,546

F-8

---

Table of Contents

	Use of Estimates

	Revenue Recognition

F-9

---

Table of Contents

	•	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.

F-10

---

Table of Contents

	Cost of Revenue

	Accounting for Income Taxes

	Net Income (Loss) Attributable to Common Stockholders per Share

F-11

---

Table of Contents

															Three Months Ended
			Year Ended March 31,												June 30,
			2004				2005				2006				2005				2006
															(Unaudited)				(Unaudited)
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			$	(365	)		$	3,341
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
	Net income (loss) attributable to common stockholders			(17,374	)			(5,178	)			5,095				(1,776	)			1,930
	Undistributed net income allocable to Series AA, BB and CC convertible preferred stock, if converted(2)			—				—				(1,730	)			—				(651	)
	Undistributed net income (loss) allocable to common stockholders		$	(17,374	)		$	(5,178	)		$	3,365			$	(1,776	)		$	1,279
Basic net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			18,601				18,712				18,839				18,807				19,039
	Basic net income (loss) attributable to common stockholders per share		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)		$	0.07
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			$	(365	)		$	3,341
	Accretion of preferred stock dividends(1)			(5,676	)			(5,661	)			(5,661	)			(1,411	)			(1,411	)
	Net income (loss) attributable to common stockholders		$	(17,374	)		$	(5,178	)		$	5,095			$	(1,776	)		$	1,930
Diluted net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			18,601				18,712				18,839				18,807				19,039
	Series AA, BB and CC convertible preferred stock			—				—				9,686				—				9,686
	Dilutive effect of stock options			—				—				2,192				—				3,122
	Dilutive effect of common stock warrants			—				—				215				—				263
	Diluted weighted average shares outstanding			18,601				18,712				30,932				18,807				32,110
	Diluted net income (loss) attributable to common stockholders per share		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)		$	0.06

F-12

---

Table of Contents

(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 and the three months ended June 30, 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 and the three months ended June 30, 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 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 and the three months ended June 30, 2006.

														Three Months Ended
		Year Ended March 31,												June 30,
		2004				2005				2006				2005				2006
														(Unaudited)				(Unaudited)
Stock options			4,764				5,679				—				5,955				643
Convertible preferred stock			16,019				16,019				6,333				16,019				6,333
Common stock warrants			2,307				2,307				—				2,307				—
Total options, preferred stock and warrants exercisable or convertible into common stock			23,090				24,005				6,333				24,281				6,976

	Software Development Costs

	Cash and Cash Equivalents

	Accounts Receivable and Allowance for Doubtful Accounts

F-13

---

Table of Contents

	Concentration of Credit Risk

	Fair Value of Financial Instruments

	Property and Equipment

	Long-Lived Assets

F-14

---

Table of Contents

	Deferred Revenue

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Current:
Deferred software revenue		$	711			$	2,957			$	856
Deferred services revenue			18,562				26,808				28,556
		$	19,273			$	29,765			$	29,412
Non-current:
Deferred services revenue		$	3,281			$	3,036			$	3,476

	Accounting for Stock-Based Compensation

F-15

---

Table of Contents

			Year Ended March 31,
															Three Months Ended
			2004				2005				2006				June 30, 2005
															(Unaudited)
Net income (loss)			$	(11,698	)		$	483			$	10,756			$	(365	)
Less: Accretion of preferred stock dividends				(5,676	)			(5,661	)			(5,661	)			(1,411	)
Net income (loss) attributable to common stockholders, as reported				(17,374	)			(5,178	)			5,095				(1,776	)
Add: Stock-based compensation recorded under APB 25				4				21				1,391				51
Less: Stock-based compensation expense determined under fair value method for all awards				(4,321	)			(4,438	)			(5,321	)			(1,013	)
Pro forma net income (loss) attributable to common stockholders				(21,691	)			(9,595	)			1,165				(2,738	)
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			$	(2,738	)
Net income (loss) attributable to common stockholders per share, as reported:
	Basic		$	(0.93	)		$	(0.28	)		$	0.18			$	(0.09	)
	Diluted		$	(0.93	)		$	(0.28	)		$	0.17			$	(0.09	)
Pro forma net income (loss) attributable to common stockholders per share:
	Basic		$	(1.17	)		$	(0.51	)		$	0.04			$	(0.15	)
	Diluted		$	(1.17	)		$	(0.51	)		$	0.04			$	(0.15	)

		Year Ended March 31,
														Three Months Ended
		2004				2005				2006				June 30, 2005
														(Unaudited)
Dividend yield			None				None				None				None
Expected volatility			65	%			54	%			48	%			49	%
Risk-free interest rate			3.69	%			4.08	%			4.26	%			3.98	%
Expected life (in years)			7.00				7.00				7.00				7.00

F-16

---

Table of Contents

		Three Months Ended
		June 30, 2006
		(Unaudited)
Dividend yield			None
Expected volatility			55	%
Risk-free interest rates			4.95%-5.04	%
Expected life (in years)			6.25

F-17

---

Table of Contents

														Three Months Ended
		Year Ended March 31,												June 30,
		2004				2005				2006				2005				2006
														(Unaudited)				(Unaudited)
Cost of services revenue		$	—			$	—			$	25			$	2			$	26
Sales and marketing			—				—				468				30				617
Research and development			—				—				137				7				187
General and administrative(1)			4				21				761				12				567
Stock-based compensation expense		$	4			$	21			$	1,391			$	51			$	1,397

(1)	The year ended March 31, 2006 includes $263 of stock-based compensation expense related to the acceleration of the vesting period related to 41 stock options.

	Advertising Costs

	Foreign Currency Translation

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

F-18

---

Table of Contents

3.	Property and Equipment

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Computer equipment		$	11,316			$	11,983			$	12,217
Furniture and fixtures			1,276				1,344				1,401
Purchased software			760				924				1,073
Other machinery and equipment			1,787				2,278				2,371
Leasehold improvements			599				912				1,187
			15,738				17,441				18,249
Less accumulated depreciation and amortization			(13,653	)			(14,119	)			(14,574	)
		$	2,085			$	3,322			$	3,675

4.	Accrued Liabilities

		March 31,
										June 30,
		2005				2006				2006
										(Unaudited)
Compensation and related payroll taxes		$	5,493			$	5,943			$	5,627
Other			4,958				6,742				7,440
		$	10,451			$	12,685			$	13,067

5.	Line of Credit and Term Loan

F-19

---

Table of Contents

6.	Commitments and Contingencies

Year ending March 31:
	2007		$	2,186
	2008			2,516
	2009			994
	2010			96
	2011			41
			$	5,833

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

F-20

---

Table of Contents

										Shares				Undeclared				Total
						Shares				Issued and				Dividends				Unpaid
		Date of Issuance				Authorized				Outstanding				Per Share				Dividends
Series A			May 1996				3,000				2,040			$	18.07			$	36,849
Series B			July 1997				1,000				346				16.00				5,536
Series C			December 1997				1,000				333				15.28				5,092
Series D			October 1998				1,000				247				13.43				3,320
Series E			March 1999				1,000				200				13.05				2,611

8.	Stockholders’ Deficit

F-21

---

Table of Contents

	Series AA Convertible Preferred Stock

	Series BB Convertible Preferred Stock

	Series CC Convertible Preferred Stock

F-22

---

Table of Contents

	Common Stock Warrants

F-23

---

Table of Contents

	Shares Reserved for Issuance

Exercise of common stock options			7,701
Conversion of Series A Stock			4,079
Conversion of Series B Stock			692
Conversion of Series C Stock			667
Conversion of Series D Stock			494
Conversion of Series E Stock			400
Conversion of Series AA Stock			2,242
Conversion of Series BB Stock			1,379
Conversion of Series CC Stock			6,066
			23,720

9.	Stock Plans

							Weighted-
			Number				Average
			of				Exercise
			Options				Price
Options outstanding at March 31, 2003				3,674			$	4.66
	Options granted			1,511				4.80
	Options exercised			(84	)			1.94
	Options canceled			(337	)			5.86
Options outstanding at March 31, 2004				4,764				4.62
	Options granted			1,175				5.66
	Options exercised			(31	)			4.92
	Options canceled			(229	)			5.80
Options outstanding at March 31, 2005				5,679				5.53
	Options granted			2,492				5.57
	Options exercised			(151	)			4.62
	Options canceled			(433	)			5.53
Options outstanding at March 31, 2006				7,587				5.56
	Options granted			240				12.04
	Options exercised			(33	)			4.64
	Options canceled			(93	)			5.87
Options outstanding at June 30, 2006 (unaudited)				7,701				5.76

F-24

---

Table of Contents

						Weighted-Average
		Outstanding												Number of				Weighted-
		Options at				Remaining								Options				Average
		June 30,				Contractual				Exercise				Exercisable at				Exercise
Range of Exercise Prices		2006				Life				Price				June 30, 2006				Price
$ 0.025			10				2.92			$	0.025				10			$	0.025
4.00			894				6.67				4.00				712				4.00
4.50			333				8.85				4.50				86				4.50
4.70			1,174				9.17				4.70				15				4.70
4.80			47				8.08				4.80				22				4.80
5.00			1,096				5.05				5.00				970				5.00
5.30			379				8.48				5.30				154				5.30
6.00			2,101				6.03				6.00				1,791				6.00
6.70			340				9.35				6.70				0				0.00
7.20			307				7.58				7.20				173				7.20
7.50			308				9.57				7.50				0				0.00
8.00			312				4.52				8.00				312				8.00
8.10			160				9.67				8.10				0				0.00
11.70			150				9.81				11.70				0				0.00
12.60			90				9.84				12.60				0				0.00
$ 0.025-12.60			7,701				7.18			$	5.76				4,245			$	5.55

Stock options outstanding			7,406
Weighted average exercise price		$	5.75
Aggregate intrinsic value		$	54,323
Weighted average remaining contractual life (in years)			7.10

F-25

---

Table of Contents

										Retrospective
		Number of				Exercise				Fair Value per				Intrinsic
Grants Date		Options Granted				Price				Common Share				Value
May 5, 2005			360			$	4.50			$	6.92			$	2.42
July 29, 2005			461				4.70				8.36				3.66
September 19, 2005			800				4.70				9.18				4.48
November 3, 2005			375				6.70				10.34				3.64
January 26, 2006			334				7.50				11.08				3.58
March 2, 2006			164				8.10				12.84				4.74
April 20, 2006 (unaudited)			150				11.70				12.98				1.28
May 3, 2006 (unaudited)			90				12.60				13.08				0.48
			2,734

	•	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.

F-26

---

Table of Contents

	•	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.

	•	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.

	•	The Company achieved its third quarter of consecutive profitability and completed its most profitable fiscal year for the year ended March 31, 2006;
	•	The Company continued to generate cash flows from operations significantly exceeding budgeted and prior year amounts.

F-27

---

Table of Contents

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

		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	%

F-28

---

Table of Contents

			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			$	—			$	—

F-29

---

Table of Contents

11.	Employee Benefit Plan

12.	Segment Information

																Three Months
				Year Ended March 31,												Ended June 30,
				2004				2005				2006				2005				2006
																(Unaudited)				(Unaudited)
Revenue:
	United States			$	43,227			$	60,562			$	77,762			$	15,766			$	24,444
	Other				18,019				22,067				31,710				6,357				9,078
		Total		$	61,246			$	82,629			$	109,472			$	22,123			$	33,522

				March 31,
												June 30,
				2005				2006				2006
												(Unaudited)
Long-lived assets:
	United States			$	1,789			$	3,298			$	4,026
	Other				638				1,116				1,434
		Total		$	2,427			$	4,414			$	5,460

F-30

---

Table of Contents

13.	Subsequent Events

F-31

---

Table of Contents

						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
Three Months Ended June 30, 2006 (unaudited):
Allowance for doubtful accounts		$	475			$	75			$	16			$	534
Valuation allowance for deferred taxes(1)		$	54,170			$	—			$	7,827			$	46,343

(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 and the three months ended June 30, 2006 is primarily due to utilization of federal and state net operating loss carryforwards.

F-32

---

Table of Contents

---

Table of Contents

Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	19,825
NASD filing fee				19,028
NASDAQ listing fee				125,000
Accounting fees and expenses				1,200,000
Legal fees and expenses				625,000
Printing and engraving expenses				425,000
Transfer agent’s fees				20,000
Miscellaneous				66,147
	Total		$	2,500,000

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers.

II-1

---

Table of Contents

Item 15.	Recent Sales of Unregistered Securities.

	(1)	In July 2003, the registrant issued an amended and restated warrant to purchase 1,500,000 shares of its common stock at an exercise price of $12.54 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 2,232,500 shares of the registrant’s common stock at an exercise price of $27.14 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.
	(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

II-2

---

Table of Contents

		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 807,427 shares of its common stock at an exercise price of $10.50 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 315,222 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. The number of common shares issued on a cashless basis was equal to the vested warrants less the number of shares of common stock having an aggregate market price equal to the aggregate exercise price of the vested warrants. Market price was determined as the greater of (i) a product obtained by multiplying the Company’s trailing 12-month revenues by six and (ii) the price of common stock sold in a qualified financing transaction within six months of the cashless exercise. During the year ended March 31, 2004, CommVault recorded $1,696,000 as a non-cash reduction of revenue in connection with this transaction at the time the warrants were issued. In the three months ended June 30, 2006, CommVault recorded $3,877 as an increase to common stock with a corresponding decrease to additional paid-in capital related to the common stock issued in connection with the cashless exercise and the preemptive rights held by the holders of CommVault’s Series AA, BB and CC preferred stock.
	(5)	On June 15, 2006, concurrently with the issuance of shares to Dell Ventures, L.P., the registrant issued 72,423 shares of common stock to holders of its Series AA, BB and CC preferred stock in accordance with the preemptive rights of such holders. The registrant issued shares to each holder as if each holder held a warrant for the shares to which it was entitled pursuant to its preemptive rights and exercised such warrant on a cashless basis. The registrant issued such shares on the same terms that it issued shares to Dell Ventures, L.P. on the same date. The registrant was required to issue such shares to comply with the preemptive rights of holders of Series AA, BB and CC preferred stock, which such holders acquired when they acquired shares of Series AA, BB and CC preferred stock between April 2000 and September 2003. Under the terms of the Series AA, BB and CC preferred stock, the issuance of such shares was automatic and occurred without any action or election by the holders of Series AA, BB and CC preferred stock. The issuance of shares was exempt from registration pursuant to Section 4(2) of the Securities Act.
	(6)	Concurrently with the closing of this offering, the registrant will issue 102,640 shares of its common stock to Greg Reyes, Reyes Family Trust, Van Wagoner Capital Partners, L.P. and Van Wagoner Crossover Fund, L.P. 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 5,710,450 shares of common stock under the registrant’s 1996 Stock Option Plan. Approximately 91,565 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.

II-3

---

Table of Contents

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.

II-4

---

Table of Contents

	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				Chief Accounting Officer
/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

II-5

---

Table of Contents

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

II-6

---

Table of Contents

Exhibit
No.				Description
	1	.1		Form of Underwriting Agreement
	3	.1+		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of September 14, 2006
	3	.2		Form of Amended and Restated Certificate of Incorporation of CommVault Systems, Inc.
	3	.3		Form of 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		Form of 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		Form of 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		Form of Registration Rights Agreement 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.
	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 Amended and Restated Reseller Agreement, effective as of April 6, 2005, between CommVault Systems and Dell Inc.

---

Table of Contents

Exhibit
No.				Description
	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.
	10	.31**		Waiver Agreement, dated August 28, 2006 between Putnam OTC and Emerging Growth Fund; TH Lee, Putnam Emerging Opportunities Portfolio; Putnam Technology Fund; Putnam World Trust II — Putnam Emerging Information Sciences Fund; Putnam Discovery Growth Fund; EMC Investment Corporation; Van Wagoner Crossover Fund, L.P.; Van Wagoner Capital Partners, L.P.; Wheatley Partners III, L.P.; Wheatley Associates III, L.P.; Sprout IX Plan Investors, L.P.; Sprout Entrepreneurs Fund, L.P.; Sprout Capital IX, L.P.; DLJ Capital Corporation; Camelot Capital L.P.; Camelot Capital II L.P.; Camelot Offshore Fund Limited 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)

*	Amended version filed herewith.

**	Previously filed.

+	Previously filed but updated version filed herewith.

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

                                                                     EXHIBIT 1.1


                                11,111,111 SHARES

                             COMMVAULT SYSTEMS, INC.

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT


                                                             September [o], 2006


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

As Representatives of the Several Underwriters

Dear Sirs:


         1. Introductory. CommVault Systems, Inc., a Delaware corporation
("COMPANY"), proposes to issue and sell 6,148,148 shares of its Common Stock,
par value $0.01 per share ("SECURITIES"), and the stockholders listed in
Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an
aggregate of 4,962,963 outstanding shares of the Securities (such 11,111,111
shares of Securities being hereinafter referred to as the "FIRM SECURITIES"), to
the Underwriters (as defined below), for whom Credit Suisse Securities (USA) LLC
and Goldman, Sachs & Co. are acting as representatives ("REPRESENTATIVES").
Certain of the Selling Stockholders also propose to sell to the Underwriters, at
the option of the Underwriters, an aggregate of not more than 1,666,667
additional outstanding shares of the Company's securities (with each Selling
Stockholder selling the number of Optional Securities (as defined below) set
forth opposite its name on Schedule A), in each case as set forth below (such
1,666,667 additional shares being hereinafter referred to as the "OPTIONAL
SECURITIES"). The Firm Securities and the Optional Securities are herein
collectively called the "OFFERED SECURITIES". As part of the offering
contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the
"DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities
purchased by it under this Agreement, up to 890,952 shares for sale to the
holders of the Company's Series CC preferred stock (collectively, the
"PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the
heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be
sold by the Designated Underwriter pursuant to the Directed Share Program (the
"DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this
Agreement at the public offering price. Any Directed Shares not subscribed for
by 7:00 A.M (Eastern Standard Time) on the day following the business day on
which this Agreement is executed will be offered to the public by the
Underwriters as set forth in the Prospectus. The Company and the Selling
Stockholders hereby agree with the several Underwriters named in Schedule B
hereto ("UNDERWRITERS") as follows:

         2. Representations and Warranties of the Company and the Selling
Stockholders. (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:





                  (i) A registration statement (No. 333-132550) relating to the
         Offered Securities, including a form of prospectus, has been filed with
         the Securities and Exchange Commission ("COMMISSION") and either (A)
         has been declared effective under the Securities Act of 1933 ("ACT")
         and is not proposed to be amended or (B) is proposed to be amended by
         amendment or post-effective amendment. If such registration statement
         ("INITIAL REGISTRATION STATEMENT") has been declared effective, either
         (A) an additional registration statement ("ADDITIONAL REGISTRATION
         STATEMENT") relating to the Offered Securities may have been filed with
         the Commission pursuant to Rule 462(b) ("RULE 462(b)") under the Act
         and, if so filed, has become effective upon filing pursuant to such
         Rule and the Offered Securities all have been duly registered under the
         Act pursuant to the initial registration statement and, if applicable,
         the additional registration statement or (B) such an additional
         registration statement is proposed to be filed with the Commission
         pursuant to Rule 462(b) and will become effective upon filing pursuant
         to such Rule and upon such filing the Offered Securities will all have
         been duly registered under the Act pursuant to the initial registration
         statement and such additional registration statement. If the Company
         does not propose to amend the initial registration statement or if an
         additional registration statement has been filed and the Company does
         not propose to amend it, and if any post-effective amendment to either
         such registration statement has been filed with the Commission prior to
         the execution and delivery of this Agreement, the most recent amendment
         (if any) to each such registration statement has been declared
         effective by the Commission or has become effective upon filing
         pursuant to Rule 462(c) ("RULE 462(c)") under the Act or, in the case
         of the additional registration statement, Rule 462(b). For purposes of
         this Agreement, "EFFECTIVE TIME" with respect to the initial
         registration statement or, if filed prior to the execution and delivery
         of this Agreement, the additional registration statement means (A) if
         the Company has advised the Representatives that it does not propose to
         amend such registration statement, the date and time as of which such
         registration statement, or the most recent post-effective amendment
         thereto (if any) filed prior to the execution and delivery of this
         Agreement, was declared effective by the Commission or has become
         effective upon filing pursuant to Rule 462(c), or (B) if the Company
         has advised the Representatives that it proposes to file an amendment
         or post-effective amendment to such registration statement, the date
         and time as of which such registration statement, as amended by such
         amendment or post-effective amendment, as the case may be, is declared
         effective by the Commission. If an additional registration statement
         has not been filed prior to the execution and delivery of this
         Agreement but the Company has advised the Representatives that it
         proposes to file one, "EFFECTIVE TIME" with respect to such additional
         registration statement means the date and time as of which such
         registration statement is filed and becomes effective pursuant to Rule
         462(b). "EFFECTIVE DATE" with respect to the initial registration
         statement or the additional registration statement (if any) means the
         date of the Effective Time thereof. The initial registration statement,
         as amended at its Effective Time, including all information contained
         in the additional registration statement (if any) and deemed to be a
         part of the initial registration statement as of the Effective Time of
         the additional registration statement pursuant to the General
         Instructions of the Form on which it is filed and including all
         information (if any) deemed to be a part of the initial registration
         statement as of its Effective Time pursuant to Rule 430A(b) ("RULE
         430A(b)") under the Act, is hereinafter referred to as the "INITIAL
         REGISTRATION STATEMENT". The additional registration statement, as
         amended at its Effective Time, including the contents of the initial
         registration statement incorporated by reference therein and including
         all information (if any) deemed to be a part of the additional
         registration statement as of its Effective Time pursuant to Rule
         430A(b), is hereinafter referred to as the "ADDITIONAL REGISTRATION
         STATEMENT". The Initial Registration Statement and the Additional
         Registration Statement are herein referred to collectively as the
         "REGISTRATION STATEMENTS" and individually as a "REGISTRATION
         STATEMENT". "REGISTRATION STATEMENT" without reference to a time means
         the Registration Statement as of its Effective Time. "REGISTRATION
         STATEMENT" as of any time means the initial registration statement and
         any additional registration statement in the form then filed with the
         Commission, including any amendment thereto and any prospectus deemed
         or retroactively deemed to be a part thereof that has not been
         superseded or modified. For purposes of the previous sentence,
         information contained in a form of prospectus or


                                       2



         prospectus supplement that is deemed retroactively to be a part of the
         Registration Statement pursuant to Rule 430A shall be considered to be
         included in the Registration Statement as of the time specified in Rule
         430A. "STATUTORY PROSPECTUS" as of any time means the prospectus
         included in the Registration Statement immediately prior to that time,
         including any prospectus deemed to be a part thereof that has not been
         superseded or modified. For purposes of the preceding sentence,
         information contained in a form of prospectus that is deemed
         retroactively to be a part of the Registration Statement pursuant to
         Rule 430A shall be considered to be included in the Statutory
         Prospectus as of the actual time that form of prospectus is filed with
         the Commission pursuant to Rule 424(b) ("RULE 424(b)") under the Act.
         "PROSPECTUS" means the Statutory Prospectus that discloses the public
         offering price and other final terms of the Offered Securities and
         otherwise satisfies Section 10(a) of the Act. "ISSUER FREE WRITING
         PROSPECTUS" means any "issuer free writing prospectus", as defined in
         Rule 433, relating to the Offered Securities in the form filed or
         required to be filed with the Commission or, if not required to be
         filed, in the form retained in the Company's records pursuant to Rule
         433(g). "GENERAL USE ISSUER FREE WRITING PROSPECTUS" means any Issuer
         Free Writing Prospectus that is intended for general distribution to
         prospective investors, as evidenced by its being specified in a
         schedule to this Agreement. "LIMITED USE ISSUER FREE WRITING
         PROSPECTUS" means any Issuer Free Writing Prospectus that is not a
         General Use Issuer Free Writing Prospectus. "APPLICABLE TIME" means
         [o]:00 [a/p]m (Eastern time) on the date of this Agreement.(1)

                  (ii) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement: (A)
         on the Effective Date of the Initial Registration Statement, the
         Initial Registration Statement conformed in all material respects to
         the requirements of the Act and the rules and regulations of the
         Commission ("RULES AND REGULATIONS") and did not include any 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, (B) on the Effective Date of the Additional
         Registration Statement (if any), each Registration Statement conformed,
         or will conform, in all material respects to the requirements of the
         Act and the Rules and Regulations and did not include, or will not
         include, any untrue statement of a material fact and did not omit, or
         will not omit, to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading and (C) on
         the date of this Agreement, the Initial Registration Statement and, if
         the Effective Time of the Additional Registration Statement is prior to
         the execution and delivery of this Agreement, the Additional
         Registration Statement each conforms, and at the time of filing of the
         Prospectus pursuant to Rule 424(b) or (if no such filing is required)
         at the Effective Date of the Additional Registration Statement in which
         the Prospectus is included, each Registration Statement and the
         Prospectus will conform, in all material respects to the requirements
         of the Act and the Rules and Regulations, and neither of such documents
         includes, or will include, any untrue statement of a material fact or
         omits, or will omit, to state any material fact required to be stated
         therein or necessary to make the statements therein not misleading. If
         the Effective Time of the Initial Registration Statement is subsequent
         to the execution and delivery of this Agreement: on the Effective Date
         of the Initial Registration Statement, the Initial Registration
         Statement and the Prospectus will conform in all material respects to
         the requirements of the Act and the Rules and Regulations, neither of
         such documents will include any untrue statement of a material fact or
         will omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading, and no
         Additional Registration Statement has been or will be filed. The two
         preceding sentences do not apply to statements in or omissions from a
         Registration Statement or the Prospectus based upon written information
         furnished to the Company by any Underwriter through the Representatives
         specifically for use therein, it being understood and agreed that the
         only such information is that described as such in Section 8(c) hereof.


- --------
(1) The Applicable Time will be determined by the Representatives on the pricing
date and will be at pricing or shortly thereafter to allow for completion of the
General Disclosure Package.


                                       3



                  (iii) (A) At the time of filing the Registration Statement and
         (B) at the date of this Agreement, the Company was not and is not an
         "ineligible issuer", as defined in Rule 405.

                  (iv) As of the Applicable Time, neither (A) the General Use
         Issuer Free Writing Prospectus(es) issued at or prior to the Applicable
         Time and the Statutory Prospectus, all considered together
         (collectively, the "GENERAL DISCLOSURE PACKAGE"), nor (B) any
         individual Limited Use Issuer Free Writing Prospectus, when considered
         together with the General Disclosure Package, included any untrue
         statement of a material fact or omitted to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading. The preceding
         sentence does not apply to statements in or omissions from any
         prospectus included in the Registration Statement or any Issuer Free
         Writing Prospectus in reliance upon and in conformity with written
         information furnished to the Company by any Underwriter through the
         Representatives specifically for use therein, it being understood and
         agreed that the only such information furnished by any Underwriter
         consists of the information described as such in Section 8(c) hereof.

                  (v) Each Issuer Free Writing Prospectus, as of its issue date
         and at all subsequent times through the completion of the public offer
         and sale of the Offered Securities or until any earlier date that the
         Company notified or notifies the Representatives as described in the
         next sentence, did not, does not and will not include any information
         that conflicted, conflicts or will conflict with the information then
         contained in the Registration Statement. If at any time following
         issuance of an Issuer Free Writing Prospectus there occurred or occurs
         an event or development as a result of which such Issuer Free Writing
         Prospectus conflicted or would conflict with the information then
         contained in the Registration Statement or included or would include an
         untrue statement of a material fact or omitted or would omit to state a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances prevailing at that subsequent time, not
         misleading, (A) the Company has promptly notified or will promptly
         notify the Representatives and (B) the Company has promptly amended or
         will promptly amend or supplement such Issuer Free Writing Prospectus
         to eliminate or correct such conflict, untrue statement or omission.
         The foregoing two sentences do not apply to statements in or omissions
         from any Issuer Free Writing Prospectus in reliance upon and in
         conformity with written information furnished to the Company by any
         Underwriter through the Representatives specifically for use therein,
         it being understood and agreed that the only such information furnished
         by any Underwriter consists of the information described as such in
         Section 8(c) hereof.

                  (vi) The Company has been duly incorporated and is an existing
         corporation in good standing under the laws of the State of Delaware,
         with power and authority (corporate and other) to own its properties
         and conduct its business as described in the General Disclosure
         Package; and the Company is duly qualified to do business as a foreign
         corporation in good standing in all other jurisdictions in which its
         ownership or lease of property or the conduct of its business requires
         such qualification, except where the failure to be so qualified as a
         foreign corporation would not be reasonably likely to individually or
         in the aggregate have a material adverse effect on the condition
         (financial or other), business, properties or results of operations of
         the Company and its subsidiaries taken as a whole ("MATERIAL ADVERSE
         EFFECT").

                  (vii) Each subsidiary of the Company has been duly
         incorporated and is an existing corporation in good standing under the
         laws of the jurisdiction of its incorporation, with power and authority
         (corporate and other) to own its properties and conduct its business as
         described in the General Disclosure Package; and each subsidiary of the
         Company is duly qualified to do business as a foreign corporation in
         good standing in all other jurisdictions in which its ownership or
         lease of property or the conduct of its business requires such
         qualification, except where the failure to be so qualified as a foreign
         corporation would not be reasonably likely to individually or in the
         aggregate have a Material Adverse Effect; all of the issued and
         outstanding capital stock of each subsidiary of the Company has been
         duly authorized and validly issued and is fully paid and nonassessable;
         and the capital stock of each subsidiary owned by the Company, directly
         or through


                                       4



         subsidiaries, is owned free from liens, encumbrances and defects,
         except for liens in connection with the Loan and Security Agreement,
         dated May 2, 2006, as amended, between the Company and Silicon Valley
         Bank, as described in the Prospectus (the "SILICON VALLEY BANK
         AGREEMENT").

                  (viii) The entities listed on Schedule C hereto are the only
         subsidiaries of the Company.

                  (ix) No subsidiary of the Company, as of March 31, 2006, was a
         "significant subsidiary" of the Company within the meaning of
         Regulation S-X under the Act.

                  (x) The Offered Securities to be sold by the Company have been
         duly authorized, and, when issued and delivered to the Underwriters
         against payment therefor in accordance with this Agreement on each
         Closing Date (as defined below), such Offered Securities will have
         been, validly issued, fully paid and nonassessable and will conform to
         the description thereof contained in the Prospectus.

                  (xi) The Offered Securities to be sold by the Selling
         Stockholders that are outstanding as of the date hereof and all other
         outstanding shares of capital stock of the Company have been duly
         authorized and validly issued and are fully paid and nonassessable and
         conform to the description thereof contained in the Prospectus.

                  (xii) The stockholders of the Company have no preemptive
         rights with respect to the Offered Securities, other than pursuant to
         (A) the Stockholders Agreement, dated as of May 22, 1996, as amended
         (the "STOCKHOLDERS AGREEMENT"), among the Company and Sprout CEO Fund,
         L.P., DLJ Capital Corporation, 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., 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.,
         Thomas J. Barry, Larry Cormier, Randy Fodero, Robert Freiburghouse, Bob
         Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom Miller and
         Scotty R. Neal; (B) the Purchase Agreement, dated as of April 14, 2000,
         by and between the Company and Microsoft Corporation and the other
         purchasers listed therein, relating to the Company's Series AA
         Preferred Stock; (C) the Purchase Agreement, dated as of November 10,
         2000, by and between the Company and EMC Investment Corporation and the
         other purchasers listed therein, relating to the Company's Series BB
         Preferred Stock; (D) the Purchase Agreement, dated as of February 14,
         2002, by and between the Company and the purchasers listed therein,
         relating to the Company's Series CC Preferred Stock; (E) and the
         Purchase Agreement, dated as of September 2, 2003, by and between the
         Company and the purchasers listed therein, relating to the Company's
         Series CC Preferred Stock, which, in each case, have been either waived
         with respect to the issuance of the Offered Securities or will be
         satisfied via a concurrent private placement in the manner described in
         the General Disclosure Package and the Prospectus, and on the First
         Closing Date such preemptive rights shall terminate and be of no
         further force and effect. The Stockholders Agreement will terminate and
         cease to be of any further force and effect on the First Closing Date.

                  (xiii) Except as disclosed in the General Disclosure Package
         and the Prospectus, there are no contracts, agreements or
         understandings between the Company and any person that would give rise
         to a valid claim against the Company or any Underwriter for a brokerage
         commission, finder's fee or other like payment in connection with this
         offering.

                  (xiv) Other than as contained in (A) the Stockholders
         Agreement; (B) the Amended and Restated Registration Rights Agreement,
         dated as of September 2, 2003 (the "SERIES AA AMENDED AND RESTATED
         REGISTRATION RIGHTS AGREEMENT"), among the Company and the parties
         listed therein, regarding the Company's Series AA Preferred Stock; (C)
         the Amended and Restated Registration Rights Agreement, dated as of
         September 2, 2003 (the "SERIES BB AMENDED AND RESTATED REGISTRATION
         RIGHTS AGREEMENT"), among the Company and the parties listed therein,


                                       5



         regarding the Company's Series BB Preferred Stock; (D) the Amended and
         Restated Registration Rights Agreement, dated as of September 2, 2003
         (the "SERIES CC AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT"),
         among the Company and the parties listed therein, regarding the
         Company's Series CC Preferred Stock; and (E) the Registration Rights
         Agreement, dated as of the First Closing Date (the "NEW REGISTRATION
         RIGHTS AGREEMENT") among the Company and the parties listed therein
         relating to the Securities, there are no contracts, agreements or
         understandings between the Company and any person granting such person
         the right to require the Company to file a registration statement under
         the Act with respect to any securities of the Company owned or to be
         owned by such person or to require the Company to include such
         securities in the securities registered pursuant to a Registration
         Statement or in any securities being registered pursuant to any other
         registration statement filed by the Company under the Act.

                  (xv) The Offered Securities have been approved for listing on
         The Nasdaq Stock Market's National Market subject to notice of
         issuance.

                  (xvi) No consent, approval, authorization, or order of, or
         filing with, any governmental agency or body or any court is required
         to be obtained or made by the Company for the consummation of the
         transactions contemplated by this Agreement in connection with the sale
         of the Offered Securities, except such as have been obtained and made
         under the Act and from the National Association of Securities Dealers,
         Inc. ("NASD") and such as may be required under state securities laws.

                  (xvii) The execution, delivery and performance of this
         Agreement, and the consummation of the transactions herein contemplated
         will not result in a breach or violation of any of the terms and
         provisions of, or constitute a default under (A) any statute, any rule,
         regulation or order of any governmental agency or body or any court,
         domestic or foreign, having jurisdiction over the Company or any
         subsidiary of the Company or any of their properties, or (B) any
         agreement or instrument to which the Company or any such subsidiary is
         a party or by which the Company or any such subsidiary is bound or to
         which any of the properties of the Company or any such subsidiary is
         subject, provided, however, in each of (A) and (B), except as would not
         reasonably be expected to individually or in the aggregate have a
         Material Adverse Effect or materially adversely affect the ability of
         the Company and its subsidiaries to consummate the transactions
         contemplated hereby, or (C) the charter, by-laws or similar
         organizational document of the Company or any such subsidiary, and the
         Company has full power and authority to authorize, issue and sell the
         Offered Securities as contemplated by this Agreement.

                  (xviii) This Agreement has been duly authorized, executed and
         delivered by the Company.

                  (xix) Except as disclosed in the General Disclosure Package
         and the Prospectus, the Company and its subsidiaries have good and
         marketable title to all real properties and all other material
         properties and assets owned by them, in each case free from liens,
         encumbrances and defects that would materially affect the value thereof
         or materially interfere with the use made or to be made thereof by
         them, with the exception of liens in connection with the Silicon Valley
         Bank Agreement and all purchase money security interests; and except as
         disclosed in the General Disclosure Package and the Prospectus, the
         Company and its subsidiaries hold any leased real or material personal
         property under valid and enforceable leases with no exceptions that
         would materially interfere with the use made or to be made thereof by
         them.

                  (xx) The Company and its subsidiaries possess adequate
         certificates, authorities or permits issued by appropriate governmental
         agencies or bodies necessary to conduct the business now operated by
         them and have not received any notice of proceedings relating to the
         revocation or modification of any such certificate, authority or permit
         that, if determined adversely to the Company or any of its
         subsidiaries, would reasonably be expected to individually or in the
         aggregate have a Material Adverse Effect.


                                       6



                  (xxi) No labor dispute with the employees of the Company or
         any subsidiary exists or, to the knowledge of the Company, is imminent
         that would reasonably be expected to individually or in the aggregate
         have a Material Adverse Effect.

                  (xxii) Except as disclosed in the General Disclosure Package
         and the Prospectus, the Company and its subsidiaries own, possess or
         can acquire on reasonable terms adequate trademarks, trade names and
         other rights to inventions, know-how, patents, copyrights, confidential
         information and other intellectual property (collectively,
         "INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
         operated by them, or presently employed by them, and have not received
         any notice of infringement of or conflict with asserted rights of
         others with respect to any intellectual property rights that, if
         determined adversely to the Company or any of its subsidiaries, would
         reasonably be expected to individually or in the aggregate have a
         Material Adverse Effect.

                  (xxiii) Except as disclosed in the General Disclosure Package
         and the Prospectus, to the knowledge of the Company, neither the
         Company nor any of its subsidiaries is in violation of any statute, any
         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"), owns or operates
         any real property contaminated with any substance that is subject to
         any environmental laws, is liable for any off-site disposal or
         contamination pursuant to any environmental laws, or is 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 which might lead to such a claim.

                  (xxiv) Except as disclosed in the General Disclosure Package
         and the Prospectus, there are no pending actions, suits or proceedings
         against or affecting the Company, any of its subsidiaries or any of
         their respective properties that, if determined adversely to the
         Company or any of its subsidiaries, would reasonably be expected to
         individually or in the aggregate have a Material Adverse Effect, or
         would reasonably be expected to materially and adversely affect the
         ability of the Company to perform its obligations under this Agreement,
         or which are otherwise material in the context of the sale of the
         Offered Securities; and no such actions, suits or proceedings are
         threatened or, to the Company's knowledge, contemplated.

                  (xxv) The financial statements included in each Registration
         Statement and the General Disclosure Package and the Prospectus present
         fairly the financial position of the Company and its consolidated
         subsidiaries as of the dates shown and their results of operations and
         cash flows for the periods shown, and such financial statements have
         been prepared in conformity with generally accepted accounting
         principles in the United States applied on a consistent basis; and the
         schedules included in each Registration Statement present fairly the
         information required to be stated therein.

                  (xxvi) Except as disclosed in the General Disclosure Package
         and the Prospectus, since the date of the latest audited financial
         statements included in the General Disclosure Package and the
         Prospectus there has been no material adverse change, nor any
         development or event that individually or in the aggregate would
         reasonably be expected to result in a prospective material adverse
         change, in the condition (financial or other), business, properties or
         results of operations of the Company and its subsidiaries taken as a
         whole, and, except as disclosed in or contemplated by the General
         Disclosure Package and the Prospectus, there has been no dividend or
         distribution of any kind declared, paid or made by the Company on any
         class of its capital stock.

                  (xxvii) The Company (A) makes and keeps accurate books and
         records and (B) maintains a system of internal accounting controls
         sufficient to provide reasonable assurance that (w) transactions are
         executed in accordance with management's general or specific
         authorizations, (x) transactions are recorded as necessary to permit
         preparation of the Company's financial


                                       7



         statements in conformity with accounting principles generally accepted
         in the United States and to maintain accountability for its assets, (y)
         access to the Company's assets is permitted only in accordance with
         management's general or specific authorization and (z) the recorded
         accountability for the Company's assets is compared with existing
         assets at reasonable intervals and appropriate action is taken with
         respect to any differences.

                  (xxviii) The Company will be in compliance, in all material
         respects, with the applicable provisions of the Sarbanes-Oxley Act of
         2002 and the applicable rules and regulations thereunder upon the
         applicability of such provisions, rules or regulations, as the case may
         be, to the Company.

                  (xxix) The Company and its subsidiaries have not, nor, to the
         knowledge of the Company, has any director, officer, agent, employee or
         other person associated with or acting on behalf of the Company or its
         subsidiaries, (A) taken any action, directly or indirectly, that would
         result in a violation by such persons of the Foreign Corrupt Practices
         Act of 1977, as amended, and the rules and regulations thereunder (the
         "FCPA") or (B) used any of the funds of the Company or its subsidiaries
         with an unlawful purpose or in an unlawful manner for any contribution,
         gift, entertainment or other expense relating to political activity or
         as a means to permit the operation of the Company or any of its
         subsidiaries or to obtain any concession in contravention of any
         applicable law, made any direct or indirect payment to any foreign or
         domestic government official (or "FOREIGN OFFICIAL", as such term is
         defined in the FCPA) or employee in contravention of any applicable law
         from any of the funds of the Company or its subsidiaries, or made any
         bribe, rebate, payoff, influence payment, kickback or other unlawful
         payment in contravention of any applicable law and (C) to the knowledge
         of the Company, its affiliates have conducted their businesses in
         compliance with the FCPA and have instituted and maintain policies and
         procedures designed to ensure, and which are reasonably expected to
         continue to ensure, continued compliance therewith.

                  (xxx) The operations of the Company and its subsidiaries are
         and have been conducted at all times in compliance in all material
         respects with applicable financial recordkeeping and reporting
         requirements of the Currency and Foreign Transactions Reporting Act of
         1970, as amended, the money laundering statutes of all jurisdictions,
         the rules and regulations thereunder and any related or similar rules,
         regulations or guidelines, issued, administered or enforced by any
         governmental agency (collectively, the "MONEY LAUNDERING LAWS") and no
         action, suit or proceeding by or before any court or governmental
         agency, authority or body or any arbitrator involving the Company or
         any of its subsidiaries with respect to the Money Laundering Laws is
         pending or, to the best knowledge of the Company, threatened.

                  (xxxi) Neither the Company nor any of its subsidiaries nor, to
         the knowledge of the Company, any director, officer, agent, employee or
         affiliate of the Company or any of its subsidiaries is currently
         subject to any U.S. sanctions administered by the Office of Foreign
         Assets Control of the U.S. Treasury Department ("OFAC"); and the
         Company will not directly or indirectly use the proceeds of the
         offering, or lend, contribute or otherwise make available such proceeds
         to any subsidiary, joint venture partner or other person or entity, for
         the purpose of financing the activities of any person currently subject
         to any U.S. sanctions administered by OFAC.

                  (xxxii) The Company is not and, after giving effect to the
         offering and sale of the Offered Securities and the application of the
         proceeds thereof as described in the General Disclosure Package and the
         Prospectus, will not be an "investment company" or a "business
         development company" as defined in the Investment Company Act of 1940.

                  (xxxiii) The Company represents and warrants to the
         Underwriters that (A) the Registration Statement, the Prospectus, any
         Statutory Prospectus and any Issuer Free Writing Prospectus comply, and
         any further amendments or supplements thereto will comply, with any
         applicable laws or regulations of foreign jurisdictions in which the
         Prospectus, any Statutory Prospectus or any Issuer Free Writing
         Prospectus, as amended or supplemented, if applicable, are distributed
         in


                                       8



         connection with the Directed Share Program, and that (B) no
         authorization, approval, consent, license, order, registration or
         qualification of or with any government, governmental instrumentality
         or court, other than such as have been obtained, is necessary under the
         securities law and regulations of foreign jurisdictions in which the
         Directed Shares are offered outside the United States.

                  (xxxiv) The Company has not offered, or caused the
         Underwriters to offer, any Offered Securities to any person pursuant to
         the Directed Share Program other than the holders of the Company's
         Series CC preferred stock in the manner described in the General
         Disclosure Package and the Prospectus.

         (b) Each Selling Stockholder, severally and not jointly, represents and
warrants to, and agrees with, the several Underwriters that:

                  (i) Such Selling Stockholder has, or, with respect to each
         Selling Stockholder established in the Netherlands Antilles, one or
         more of its general partners has or, as applicable, all general
         partners have, and on each Closing Date hereinafter mentioned will have
         valid and unencumbered title to the Offered Securities to be delivered
         by such Selling Stockholder on such Closing Date and full right, power
         and authority to enter into this Agreement and to sell, assign,
         transfer and deliver the Offered Securities to be delivered by such
         Selling Stockholder on such Closing Date hereunder; and upon the
         delivery of and payment for the Offered Securities on each Closing Date
         hereunder, such Selling Stockholder will convey to the several
         Underwriters valid and unencumbered title to the Offered Securities to
         be delivered by such Selling Stockholder on such Closing Date.

                  (ii) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement: (A)
         on the Effective Date of the Initial Registration Statement, the
         Initial Registration Statement conformed in all respects to the
         requirements of the Act and the Rules and Regulations and did not
         include any 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, (B) on the Effective Date of the
         Additional Registration Statement (if any), each Registration Statement
         conformed, or will conform, in all respects to the requirements of the
         Act and the Rules and Regulations and did not include, or will not
         include, any untrue statement of a material fact and did not omit, or
         will not omit, to state any material fact required to be stated therein
         or necessary to make the statements therein not misleading and (C) on
         the date of this Agreement, the Initial Registration Statement and, if
         the Effective Time of the Additional Registration Statement is prior to
         the execution and delivery of this Agreement, the Additional
         Registration Statement each conforms, and at the time of filing of the
         Prospectus pursuant to Rule 424(b) or (if no such filing is required)
         at the Effective Date of the Additional Registration Statement in which
         the Prospectus is included, each Registration Statement and the
         Prospectus will conform, in all respects to the requirements of the Act
         and the Rules and Regulations, and neither of such documents includes,
         or will include, any untrue statement of a material fact or omits, or
         will omit, to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading. If the
         Effective Time of the Initial Registration Statement is subsequent to
         the execution and delivery of this Agreement: on the Effective Date of
         the Initial Registration Statement, the Initial Registration Statement
         and the Prospectus will conform in all respects to the requirements of
         the Act and the Rules and Regulations, neither of such documents will
         include any untrue statement of a material fact or will omit to state
         any material fact required to be stated therein or necessary to make
         the statements therein not misleading. Notwithstanding the foregoing,
         the representation and warranty in this section 2(b)(ii) shall apply
         only to the extent that any failure to conform or statements in or
         omissions from a Registration Statement or the Prospectus are made in
         reliance upon and in conformity with written information furnished to
         the Company by such Selling Stockholder specifically for use therein;
         it being understood that the only such information furnished in writing
         to the Company by such Selling Stockholder specifically for


                                       9



         use in a Registration Statement or the Prospectus is that information
         described in Section 8(b) of this Agreement.

                  (iii) As of the Applicable Time, neither (A) the General
         Disclosure Package nor (B) any individual Limited Use Issuer Free
         Writing Prospectus, when considered together with the General
         Disclosure Package, included any untrue statement of a material fact or
         omitted to state any material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that, notwithstanding the
         foregoing, the representation and warranty in this section 2(b)(iii)
         shall apply only to the extent that any statements in or omissions from
         the General Disclosure Package or any individual Limited Use Issuer
         Free Writing Prospectus are made in reliance upon and in conformity
         with written information furnished to the Company by such Selling
         Stockholder specifically for use therein; it being understood that the
         only such information furnished in writing to the Company by such
         Selling Stockholder specifically for use in the General Disclosure
         Package or any individual Limited Use Issuer Free Writing Prospectus is
         that information described in Section 8(b) of this Agreement.

                  (iv) Except as disclosed in the General Disclosure Package and
         the Prospectus, there are no contracts, agreements or understandings
         between such Selling Stockholder and any person that would give rise to
         a valid claim against such Selling Stockholder or any Underwriter for a
         brokerage commission, finder's fee or other like payment in connection
         with this offering.

                  (v) This Agreement has been duly authorized, executed and
         delivered by or on behalf of such Selling Stockholder.

                  (vi) The execution, delivery and performance of this Agreement
         by or on behalf of such Selling Stockholder and the consummation of the
         transactions herein contemplated will not result in a breach or
         violation of any of the terms and provisions of, or constitute a
         default under, (A) any statute, any rule, regulation or order of any
         governmental agency or body or any court, domestic or foreign, having
         jurisdiction over such Selling Stockholder or any of its properties,
         except as would not, individually or in the aggregate, materially
         adversely affect the ability of such Selling Stockholder to consummate
         the transactions contemplated hereby, (B) any agreement or instrument
         to which such Selling Stockholder is a party or by which such Selling
         Stockholder is bound or to which any of the properties of such Selling
         Stockholder is subject, except as would not, individually or in the
         aggregate, materially adversely affect the ability of such Selling
         Stockholder to consummate the transactions contemplated hereby, or (C)
         if such Selling Stockholder is not an individual or an estate, the
         charter, by-laws or similar organizational documents of such Selling
         Stockholder.

                  (vii) Except in the case of Selling Stockholder Putnam OTC &
         Emerging Growth Fund, if such Selling Stockholder is not an individual
         or an estate, such Selling Stockholder is not and, after giving effect
         to the offering and sale of the Offered Securities and the application
         of the proceeds thereof as described in the Prospectus, will not be an
         "investment company" as defined in the Investment Company Act of 1940.

                  (viii) Except in the case of Selling Stockholders Sprout CEO
         Fund, L.P., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout
         Capital VII, L.P., DLJ Merchant Banking Partners, L.P., DLJ
         International Partners, C.V., DLJ Offshore Partners, C.V., DLJMB
         Funding, Inc., DLJ First ESC, L.P. and DLJ ESC II, L.P. (collectively,
         the "CSFB MERCHANT BANKING SELLING STOCKHOLDERS"), Putnam OTC &
         Emerging Growth Fund and Putnam World Trust II - Putnam Emerging
         Information Sciences Fund (together, the "PUTNAM SELLING STOCKHOLDERS")
         and the executor on behalf of the estate of Scott Mercer (the
         "EXECUTOR"), such Selling Stockholder has, full legal right, power and
         authority, and all authority, and all authorization and approval
         required by law, to enter into (i) a Custody Agreement ("CUSTODY
         AGREEMENT") signed by such Selling Stockholder


                                       10



         and the Custodian relating to the deposit of the Offered Securities by
         such Selling Stockholder and (ii) a Power of Attorney ("POWER OF
         ATTORNEY") appointing N. Robert Hammer as such Selling Stockholder's
         attorney-in-fact to the extent set forth therein and relating to the
         transactions herein contemplated; and to sell, assign, transfer and
         deliver the Offered Securities to be sold by such Selling Stockholder
         in the manner provided therein.

                  (ix) Except in the case of the CSFB Merchant Banking Selling
         Stockholders, the Putnam Selling Stockholders and the Executor, the
         Power of Attorney and Custody Agreement with respect to such Selling
         Stockholder have been duly authorized, executed and delivered by such
         Selling Stockholder and constitute the valid and binding agreements of
         such Selling Stockholder, enforceable in accordance with their terms,
         subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.

                  (x) Except in the case of the CSFB Merchant Banking Selling
         Stockholders and the Putnam Selling Stockholders, the execution,
         delivery and performance of the Custody Agreement with respect to such
         Selling Stockholder and the consummation of the transactions therein
         contemplated will not result in a breach or violation of any of the
         terms and provisions of, or constitute a default under, (A) any
         statute, any rule, regulation or order of any governmental agency or
         body or any court, domestic or foreign, having jurisdiction over such
         Selling Stockholder or any of its properties, except as would not,
         individually or in the aggregate, materially adversely affect its
         ability to consummate the transactions contemplated hereby, (B) any
         agreement or instrument to which such Selling Stockholder is a party or
         by which it is bound or to which any of its properties are subject,
         except as would not , individually or in the aggregate, materially
         adversely affect the ability of such Selling Stockholder to consummate
         the transactions contemplated hereby or (C) if such Selling Stockholder
         is not an individual or an estate, the charter, by-laws or similar
         organizational document of such Selling Stockholder.

         (c) Each of the CSFB Merchant Banking Selling Stockholders and the
Putnam Selling Stockholders represent and warrant to, and agree with, the
several Underwriters that upon payment for the Offered Securities to be sold by
such Selling Stockholder pursuant to this Agreement, delivery of such Offered
Securities, as directed by the Representatives, to Cede & Co. ("CEDE") or such
other nominee as may be designated by the Depository Trust Company ("DTC"),
registration of such Offered Securities in the name of Cede or such other
nominee and the crediting of such Offered Securities on the books of DTC to
securities accounts of the Underwriters (assuming that neither DTC nor any such
Underwriter has notice of any adverse claim (within the meaning of Section 8-105
of the New York Uniform Commercial Code (the "UCC")) to such Offered
Securities), (1) DTC shall be a "protected purchaser" of such Offered Securities
within the meaning of Section 8-303 of the UCC, (2) under Section 8-501 of the
UCC, the Underwriters will acquire a valid security entitlement in respect of
such Offered Securities and (3) no action based on any "adverse claim," within
the meaning of Section 8-102 of the UCC, to such Offered Securities may be
asserted against the Underwriters with respect to such security entitlement; for
purposes of this representation, such Selling Stockholder may assume that when
such payment, delivery and crediting occur, (x) such Offered Securities will
have been registered in the name of Cede or another nominee designated by DTC,
in each case on the Company's share registry in accordance with its certificate
of incorporation, bylaws and applicable law, (y) DTC will be registered as a
"clearing corporation" within the meaning of Section 8-102 of the UCC and (z)
appropriate entries to the accounts of the several Underwriters on the records
of DTC will have been made pursuant to the UCC.

         (d) Selling Stockholder Louis F. Miceli severally represents and
warrants to, and agrees with the several Underwriters that:

                  (i) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement: (A)
         on the Effective Date of the Initial Registration Statement, the
         Initial Registration Statement conformed in all material respects to
         the requirements of the Act and


                                       11



         the Rules and Regulations and did not include any 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, (B)
         on the Effective Date of the Additional Registration Statement (if
         any), each Registration Statement conformed, or will conform, in all
         material respects to the requirements of the Act and the Rules and
         Regulations and did not include, or will not include, any untrue
         statement of a material fact and did not omit, or will not omit, to
         state any material fact required to be stated therein or necessary to
         make the statements therein not misleading and (C) on the date of this
         Agreement, the Initial Registration Statement and, if the Effective
         Time of the Additional Registration Statement is prior to the execution
         and delivery of this Agreement, the Additional Registration Statement
         each conforms, and at the time of filing of the Prospectus pursuant to
         Rule 424(b) or (if no such filing is required) at the Effective Date of
         the Additional Registration Statement in which the Prospectus is
         included, each Registration Statement and the Prospectus will conform,
         in all material respects to the requirements of the Act and the Rules
         and Regulations, and neither of such documents includes, or will
         include, any untrue statement of a material fact or omits, or will
         omit, to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading. If the
         Effective Time of the Initial Registration Statement is subsequent to
         the execution and delivery of this Agreement: on the Effective Date of
         the Initial Registration Statement, the Initial Registration Statement
         and the Prospectus will conform in all material respects to the
         requirements of the Act and the Rules and Regulations, neither of such
         documents will include any untrue statement of a material fact or will
         omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading, and no
         Additional Registration Statement has been or will be filed. The two
         preceding sentences do not apply to statements in or omissions from a
         Registration Statement or the Prospectus based upon written information
         furnished to the Company by any Underwriter through the Representatives
         specifically for use therein, it being understood and agreed that the
         only such information is that described as such in Section 8(c) hereof.

                  (ii) As of the Applicable Time, (A) neither the General
         Disclosure Package nor (B) any Limited Use Issuer Free Writing
         Prospectus, when considered together with the General Disclosure
         Package, included any untrue statement of a material fact or omitted to
         state any material fact necessary in order to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading. The preceding sentence does not apply to statements in
         or omissions from any prospectus included in the Registration Statement
         or any Issuer Free Writing Prospectus in reliance upon and in
         conformity with written information furnished to the Company by any
         Underwriter through the Representatives specifically for use therein,
         it being understood and agreed that the only such information furnished
         by any Underwriter consists of the information described as such in
         Section 8(c) hereof.

         (e) Selling Stockholder the Executor severally represents and warrants
to, and agrees with the several Underwriters that:

                  (i) Samantha Mercer is the sole executor of the estate of
         Scott Mercer and the Executor has, full legal right, power and
         authority, and all authority, and all authorization and approval
         required by law, to enter into (i) a Custody Agreement signed by the
         Executor and the Custodian relating to the deposit of the Offered
         Securities by such Selling Stockholder and (ii) a Power of Attorney
         appointing N. Robert Hammer as the Executor's attorney-in-fact to the
         extent set forth therein and relating to the transactions herein
         contemplated; and to sell, assign, transfer and deliver the Offered
         Securities to be sold by Selling Stockholder in the manner provided
         therein.

                  (ii) The Power of Attorney and Custody Agreement with respect
         to such Selling Stockholder have been duly authorized, executed and
         delivered by the Executor and are valid and binding agreements of such
         Selling Stockholder, enforceable in accordance with their terms,
         subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles.


                                       12



                  (iii) All debts, taxes and expenses of the estate of Scott
         Mercer of which the Executor is actually aware on the date of this
         Agreement have been fully paid or provided for.

                  (iv) There is no specific bequest of the Offered Securities to
         be sold by the Executor under the Last Will and Testament of Scott
         Mercer.

         3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein contained, the Company and each Selling
Stockholder agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and each Selling Stockholder, at a purchase price of $[o] per share, that number
of Firm Securities (rounded up or down, as determined by the Representatives in
their discretion, in order to avoid fractions) obtained by multiplying 6,148,148
Firm Securities in the case of the Company and the number of Firm Securities set
forth opposite the name of such Selling Stockholder in Schedule A hereto, in the
case of a Selling Stockholder, in each case by a fraction the numerator of which
is the number of Firm Securities set forth opposite the name of such Underwriter
in Schedule B hereto and the denominator of which is the total number of Firm
Securities.

         Certificates in negotiable form for the Offered Securities to be sold
by EMC Corporation, Microsoft Corporation, Louis F. Miceli, Anand Prahlad,
Suresh P. Reddy and the Executor (collectively, the "CUSTODIAL SELLING
STOCKHOLDERS") hereunder have been placed in custody, for delivery under this
Agreement, under the Custody Agreements made with the Custodian. Each Custodial
Selling Stockholder agrees that the shares represented by the certificates held
in custody for it under the Custody Agreement are subject to the interests of
the Underwriters hereunder, that, except as set forth in the Custody Agreement,
the arrangements made by such Custodial Selling Stockholder for such custody are
to that extent irrevocable, and that, except as set forth in the Custody
Agreement, the obligations of such Custodial Selling Stockholder hereunder shall
not be terminated by operation of law or the occurrence of any other event,
regardless of whether or not the Custodian shall have received notice of such
event or termination.

         The Company, the CSFB Merchant Banking Selling Stockholders, the Putnam
Selling Stockholders and the Custodian will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters, against payment of the
purchase price in Federal (same day) funds by official bank check or checks or
wire transfer to an account at a bank reasonably acceptable to the
Representatives drawn to the order of CommVault Systems, Inc., in the case of
6,148,148 shares of Firm Securities being sold by the Company, CSFB Merchant
Banking Selling Stockholders in the case of 3,295,516 shares of Firm Securities
being sold by the CSFB Merchant Banking Selling Stockholders, Kane & Co. and
Cargolamp & Co. in the case of 417,030 shares of Firm Securities being sold by
the Putnam Selling Stockholders, and the Custodian, for the accounts of the
Custodial Selling Stockholders, in the case of 1,250,417 shares of Firm
Securities being sold by the Custodial Selling Stockholders, at the New York
office of Cravath, Swaine & Moore LLP, at 10:00 A.M., New York time, on
September [o], 2006, or at such other time not later than seven full business
days thereafter as the Representatives and the Company determine, such time
being herein referred to as the "FIRST CLOSING DATE". For purposes of Rule
15c6-1 under the Exchange Act, the First Closing Date (if later than the
otherwise applicable settlement date) shall be the settlement date for payment
of funds and delivery of securities for all the Offered Securities sold pursuant
to the offering. The certificates for the Firm Securities so to be delivered
will be in definitive form, in such denominations and registered in such names
as the Representatives request and will be made available for checking and
packaging at the New York office of Cravath, Swaine & Moore LLP at least 24
hours prior to the First Closing Date.

         In addition, upon written notice from the Representatives given to the
Selling Stockholders from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per Security to be paid for the
Firm Securities. The CSFB Merchant Banking Selling Stockholders agree, severally
and not jointly, to sell to the Underwriters, and the Underwriters agree,
severally and not jointly, to purchase the Optional Securities. Such Optional
Securities shall be purchased from the CSFB Merchant Banking Selling
Stockholders for the


                                       13



account of each Underwriter in the same proportion as the number of Firm
Securities set forth opposite such Underwriter's name bears to the total number
of Firm Securities (subject to adjustment by the Representatives to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by the Representatives to the
Company and the Selling Stockholders.

         Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by the
Representatives and the Company but shall be not later than five full business
days after written notice of election to purchase Optional Securities is given.
The CSFB Merchant Banking Selling Stockholders will deliver the Optional
Securities being purchased on each Optional Closing Date to the Representatives
for the accounts of the several Underwriters, against payment of the purchase
price therefor in Federal (same day) funds by official bank check or checks or
wire transfer to an account at a bank reasonably acceptable to the
Representatives drawn to the order of CSFB Merchant Banking Selling
Stockholders, at the New York office of Cravath, Swaine & Moore LLP. The
certificates for the Optional Securities being purchased on each Optional
Closing Date will be in definitive form, in such denominations and registered in
such names as the Representatives request upon reasonable notice prior to such
Optional Closing Date and will be made available for checking and packaging at
the New York office of Cravath, Swaine & Moore LLP at a reasonable time in
advance of such Optional Closing Date.

         4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

         5. Certain Agreements of the Company. The Company agrees with the
several Underwriters and the Selling Stockholders that:

                  (a) The Company has filed or will file each Statutory
         Prospectus pursuant to and in accordance with Rule 424(b)(1) (or, if
         applicable and consented to by the Representatives, subparagraph (4))
         not later than the second business day following the earlier of the
         date it is first used or the date of this Agreement.

                  (b) If the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement, the
         Company will file the Prospectus with the Commission pursuant to and in
         accordance with subparagraph (1) (or, if applicable and if consented to
         by the Representatives, subparagraph (4)) of Rule 424(b) not later than
         the earlier of (A) the second business day following the execution and
         delivery of this Agreement or (B) the fifteenth business day after the
         Effective Date of the Initial Registration Statement.

                  The Company will advise the Representatives promptly of any
         such filing pursuant to Rule 424(b). If the Effective Time of the
         Initial Registration Statement is prior to the execution and delivery
         of this Agreement and an additional registration statement is necessary
         to register a portion of the Offered Securities under the Act but the
         Effective Time thereof has not occurred as of such execution and
         delivery, the Company will file the additional registration statement
         or, if filed, will file a post-effective amendment thereto with the
         Commission pursuant to and in accordance with Rule 462(b) on or prior
         to 10:00 P.M., New York time, on the date of this Agreement or, if
         earlier, on or prior to the time the Prospectus is printed and
         distributed to any Underwriter, or will make such filing at such later
         date as shall have been consented to by the Representatives.


                                       14



                  (c) The Company will advise the Representatives promptly of
         any proposal to amend or supplement the initial or any additional
         registration statement as filed or the related prospectus or the
         Initial Registration Statement, the Additional Registration Statement
         (if any) or any Statutory Prospectus and will not effect such amendment
         or supplementation without the Representatives' consent; and the
         Company will also advise the Representatives promptly of the
         effectiveness of each Registration Statement (if its Effective Time is
         subsequent to the execution and delivery of this Agreement) and of any
         amendment or supplementation of a Registration Statement or any
         Statutory Prospectus and of the institution by the Commission of any
         stop order proceedings in respect of a Registration Statement and will
         use its best efforts to prevent the issuance of any such stop order and
         to obtain as soon as possible its lifting, if issued.

                  (d) If, at any time when a prospectus relating to the Offered
         Securities is (or but for the exemption in Rule 172 would be required
         to be) delivered under the Act in connection with sales by any
         Underwriter or dealer, any event occurs as a result of which the
         Prospectus as then amended or supplemented would include an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it is
         necessary at any time to amend the Prospectus to comply with the Act,
         the Company will promptly notify the Representatives of such event and
         will promptly prepare and file with the Commission, at its own expense,
         an amendment or supplement which will correct such statement or
         omission or an amendment which will effect such compliance. Neither the
         Representatives' consent to, nor the Underwriters' delivery of, any
         such amendment or supplement shall constitute a waiver of any of the
         conditions set forth in Section 7. If at any time following issuance of
         an Issuer Free Writing Prospectus there occurred or occurs an event or
         development as a result of which such Issuer Free Writing Prospectus
         conflicted or would conflict with the information contained in the
         Registration Statement relating to the Offered Securities or included
         or would include an untrue statement of a material fact or omitted or
         would omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances prevailing at
         that subsequent time, not misleading, the Company will promptly notify
         the Representatives and will promptly amend or supplement, at its own
         expense, such Issuer Free Writing Prospectus to eliminate or correct
         such conflict, untrue statement or omission.

                  (e) As soon as practicable, but not later than the
         Availability Date (as defined below), the Company will make generally
         available to its securityholders an earnings statement covering a
         period of at least 12 months beginning after the Effective Date of the
         Initial Registration Statement (or, if later, the Effective Date of the
         Additional Registration Statement) which will satisfy the provisions of
         Section 11(a) of the Act. For the purpose of the preceding sentence,
         "AVAILABILITY DATE" means the 45th day after the end of the fourth
         fiscal quarter following the fiscal quarter that includes such
         Effective Date, except that, if such fourth fiscal quarter is the last
         quarter of the Company's fiscal year, "AVAILABILITY DATE" means the
         90th day after the end of such fourth fiscal quarter.

                  (f) The Company will furnish to the Representatives copies of
         each Registration Statement (five of which will be photocopies of such
         signed Registration Statement and will include all exhibits), each
         related preliminary prospectus, and, so long as a prospectus relating
         to the Offered Securities is required to be delivered under the Act in
         connection with sales by any Underwriter or dealer, the Prospectus and
         all amendments and supplements to such documents, in each case in such
         quantities as the Representatives reasonably request. The Prospectus
         shall be so furnished on or prior to 3:00 P.M., New York time, on the
         business day following the later of the execution and delivery of this
         Agreement or the Effective Time of the Initial Registration Statement.
         All other documents shall be so furnished as soon as available. The
         Company will pay the expenses of printing and distributing to the
         Underwriters all such documents.

                  (g) The Company will arrange for the qualification of the
         Offered Securities for sale under the laws of such jurisdictions as the
         Representatives designate and will continue such


                                       15



         qualifications in effect so long as required for the distribution;
         provided, however, that the Company shall not be required to qualify to
         do business, consent to service of process or become subject to
         taxation in any jurisdiction in which it has not already done so.

                  (h) The Company agrees with the several Underwriters that the
         Company will pay all expenses incident to the performance of the
         obligations of the Company and each Selling Stockholder under this
         Agreement, for any filing fees and other expenses (including fees and
         disbursements of counsel) incurred in connection with qualification of
         the Offered Securities for sale under the laws of such jurisdictions as
         the Representatives designate and the printing of memoranda relating
         thereto, for the filing fee incident to the review by the NASD of the
         Offered Securities, for any travel expenses of the Company's officers
         and employees and any other expenses of the Company in connection with
         attending or hosting meetings with prospective purchasers of the
         Offered Securities, including 50% of the cost of any aircraft chartered
         in connection with attending or hosting such meetings, for expenses
         incurred in distributing preliminary prospectuses and the Prospectus
         (including any amendments and supplements thereto) to the Underwriters
         and for expenses incurred for preparing, printing and distributing any
         Issuer Free Writing Prospectuses to investors or prospective investors.

                  (i) For a period of 180 days after the date of the initial
         public offering of the Offered Securities ("FULL LOCK-UP PERIOD"), the
         Company will not offer, sell, contract to sell, pledge or otherwise
         dispose of, directly or indirectly, or file with the Commission a
         registration statement under the Act relating to, any additional shares
         of its Securities or securities convertible into or exchangeable or
         exercisable for any shares of its Securities, or publicly disclose the
         intention to make any such offer, sale, pledge, disposition or filing,
         without the prior written consent of the Representatives, except (i)
         the delivery of 16,019,480 shares of Securities on the Closing Date to
         the holders of the Series A, B, C, D, E, AA, BB or CC Preferred Stock
         of the Company outstanding on the date hereof upon the conversion of
         such shares of Preferred Stock into shares of Securities, (ii) the
         concurrent private placement, as described in the Prospectus, (iii)
         upon the exercise of warrants or options, in each case outstanding on
         the date hereof and (iv) grants of employee stock options pursuant to
         the terms of a plan in effect on the date hereof and issuances of
         Securities pursuant to the exercise of such options. Furthermore, if
         (A) during the last 17 days of the Full Lock-up Period the Company
         releases earnings results or (B) prior to the expiration of the Full
         Lock-up 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 (A) and (B), 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
         the Representatives waive, in writing, such extension. The Company will
         provide the Representatives with notice of any announcement described
         in clause (B) of the preceding sentence that gives rise to an extension
         of the Full Lock-up Period.

                  (j) In connection with the Directed Share Program, the Company
         will ensure that the Directed Shares will be restricted to the extent
         required by the NASD or the NASD rules from sale, transfer, assignment,
         pledge or hypothecation for a period of three months following the date
         of the effectiveness of the Registration Statement. The Designated
         Underwriter will notify the Company as to which Participants will need
         to be so restricted. The Company will direct the transfer agent to
         place stop transfer restrictions upon such securities for such period
         of time.

                  (k) The Company will pay all reasonable fees and disbursements
         of counsel incurred by the Underwriters in connection with the Directed
         Share Program and stamp duties, similar taxes or duties or other taxes,
         if any, incurred by the Underwriters in connection with the Directed
         Share Program.

                  (l) The Company covenants with the Underwriters that the
         Company will comply in all material respects with all applicable
         securities and other applicable laws, rules and regulations in


                                       16



         each foreign jurisdiction in which the Directed Shares are offered in
         connection with the Directed Share Program.

         6. Free Writing Prospectuses. The Company represents and agrees that,
unless it obtains the prior consent of the Representatives, and each Underwriter
represents and agrees that, unless it obtains the prior consent of the Company
and the Representatives, it has not made and will not make any offer relating to
the Offered Securities that would constitute an Issuer Free Writing Prospectus,
or that would otherwise constitute a "free writing prospectus", as defined in
Rule 405, required to be filed with the Commission. Any such free writing
prospectus consented to by the Company and the Representatives is hereinafter
referred to as a "PERMITTED FREE WRITING PROSPECTUS". The Company represents
that it has treated and agrees that it will treat each Permitted Free Writing
Prospectus as an "issuer free writing prospectus", as defined in Rule 433, and
has complied and will comply with the requirements of Rules 164 and 433
applicable to any Permitted Free Writing Prospectus, including timely Commission
filing where required, legending and record keeping. The Company represents that
it has satisfied and agrees that it will satisfy the conditions in Rule 433 to
avoid a requirement to file with the Commission any electronic road show.

         7. Conditions of the Obligations of the Underwriters. The obligations
of the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions precedent:

                  (a) The Representatives shall have received a letter, dated
         the date of delivery thereof (which, if the Effective Time of the
         Initial Registration Statement is prior to the execution and delivery
         of this Agreement, shall be on or prior to the date of this Agreement
         or, if the Effective Time of the Initial Registration Statement is
         subsequent to the execution and delivery of this Agreement, shall be
         prior to the filing of the amendment or post-effective amendment to the
         registration statement to be filed shortly prior to such Effective
         Time), of Ernst & Young LLP in form and substance satisfactory to the
         Representatives, concerning the financial information with respect to
         the Company set forth in the Registration Statements and the General
         Disclosure Package.

         For purposes of this subsection, (i) if the Effective Time of the
         Initial Registration Statement is subsequent to the execution and
         delivery of this Agreement, "REGISTRATION STATEMENTS" shall mean the
         initial registration statement as proposed to be amended by the
         amendment or post-effective amendment to be filed shortly prior to its
         Effective Time, (ii) if the Effective Time of the Initial Registration
         Statement is prior to the execution and delivery of this Agreement but
         the Effective Time of the Additional Registration Statement is
         subsequent to such execution and delivery, "REGISTRATION STATEMENTS"
         shall mean the Initial Registration Statement and the additional
         registration statement as proposed to be filed or as proposed to be
         amended by the post-effective amendment to be filed shortly prior to
         its Effective Time, and (iii) "PROSPECTUS" shall mean the prospectus
         included in the Registration Statements.

                  (b) If the Effective Time of the Initial Registration
         Statement is not prior to the execution and delivery of this Agreement,
         such Effective Time shall have occurred not later than 10:00 P.M., New
         York time, on the date of this Agreement or such later date as shall
         have been consented to by the Representatives. If the Effective Time of
         the Additional Registration Statement (if any) is not prior to the
         execution and delivery of this Agreement, such Effective Time shall
         have occurred not later than 10:00 P.M., New York time, on the date of
         this Agreement or, if earlier, the time the Prospectus is printed and
         distributed to any Underwriter, or shall have occurred at such later
         date as shall have been consented to by the Representatives. If the
         Effective Time of the Initial Registration Statement is prior to the
         execution and delivery of this Agreement, the Prospectus shall have
         been filed with the Commission in accordance with the Rules and
         Regulations and


                                       17



         Section 5(b) of this Agreement. Prior to such Closing Date, no stop
         order suspending the effectiveness of a Registration Statement shall
         have been issued and no proceedings for that purpose shall have been
         instituted or, to the knowledge of any Selling Stockholder, the Company
         or the Representatives, shall be contemplated by the Commission.


                  (c) Subsequent to the execution and delivery of this
         Agreement, there shall not have occurred (i) any change, or any
         development or event involving a prospective change, in the condition
         (financial or other), business, properties or results of operations of
         the Company and its subsidiaries taken as one enterprise which, in the
         reasonable judgment of a majority in interest of the Underwriters
         including the Representatives, is material and adverse and makes it
         impractical or inadvisable to proceed with completion of the public
         offering or the sale of and payment for the Offered Securities; (ii)
         any downgrading in the rating of any debt securities or preferred stock
         of the Company by any "nationally recognized statistical rating
         organization" (as defined for purposes of Rule 436(g) under the Act),
         or any public announcement that any such organization has under
         surveillance or review its rating of any debt securities or preferred
         stock of the Company (other than an announcement with positive
         implications of a possible upgrading, and no implication of a possible
         downgrading, of such rating); (iii) any change in U.S. or international
         financial, political or economic conditions as would, in the judgment
         of a majority in interest of the Underwriters including the
         Representatives, be likely to prejudice materially the success of the
         proposed issue, sale or distribution of the Offered Securities, whether
         in the primary market or in respect of dealings in the secondary
         market; (iv) any material suspension or material limitation of trading
         in securities generally on the New York Stock Exchange, or any setting
         of minimum prices for trading on such exchange; (v) any suspension of
         trading of any securities of the Company on any exchange or in the
         over-the-counter market; (vi) any banking moratorium declared by U.S.
         Federal or New York authorities; (vii) any major disruption of
         settlements of securities or clearance services in the United States;
         or (viii) any attack on, outbreak or escalation of hostilities or act
         of terrorism involving the United States, any declaration of war by
         Congress or any other national or international calamity or emergency
         if, in the reasonable judgment of a majority in interest of the
         Underwriters including the Representatives, the effect of any such
         attack, outbreak, escalation, act, declaration, calamity or emergency
         makes it impractical or inadvisable to proceed with completion of the
         public offering or the sale of and payment for the Offered Securities.

                  (d) The Representatives shall have received an opinion, dated
         such Closing Date, of Mayer, Brown, Rowe & Maw LLP, counsel for the
         Company, to the effect that:

                           (i) The Company has been duly incorporated and is an
                  existing corporation in good standing under the laws of the
                  State of Delaware, with corporate power and authority to own
                  its properties and conduct its business as described in each
                  of the Prospectus and the General Disclosure Package; and the
                  Company is duly qualified to do business as a foreign
                  corporation in good standing in all other jurisdictions in
                  which its ownership or lease of property or the conduct of its
                  business requires such qualification, except where the failure
                  to be so qualified would not reasonably be expected to
                  individually or in the aggregate have a Material Adverse
                  Effect;

                           (ii) The Offered Securities delivered on such Closing
                  Date and all other outstanding shares of the Common Stock of
                  the Company have been duly authorized and validly issued, are
                  fully paid and nonassessable and conform in all material
                  respects to the description thereof contained in the
                  Prospectus; and the stockholders of the Company have no
                  statutory preemptive rights or, to the knowledge of such
                  counsel, contractual preemptive rights, in each case with
                  respect to the Securities other than those preemptive rights
                  described in Section 2(a)(xii) above;

                           (iii) Other than as contained in the Stockholders
                  Agreement, the Series AA Amended and Restated Registration
                  Rights Agreement, the Series BB Amended and Restated


                                       18



                  Registration Rights Agreement, the Series CC Amended and
                  Restated Registration Rights Agreement and the New
                  Registration Rights Agreement, there are no contracts,
                  agreements or understandings known to such counsel between the
                  Company and any person granting such person the right to
                  require the Company to file a registration statement under the
                  Act with respect to any securities of the Company owned or to
                  be owned by such person or to require the Company to include
                  such securities in the securities registered pursuant to the
                  Registration Statement or in any securities being registered
                  pursuant to any other registration statement filed by the
                  Company under the Act;

                           (iv) No consent, approval, authorization or order of,
                  or filing with, any governmental agency or body or any court
                  is required to be obtained or made by the Company or, to the
                  knowledge of such counsel, any Selling Stockholder for the
                  consummation of the transactions contemplated by this
                  Agreement or the Custody Agreement in connection with the sale
                  of the Offered Securities, except such as have been obtained
                  and made under the Act and such as may be required under state
                  securities laws and the rules of the NASD;

                           (v) The execution, delivery and performance of this
                  Agreement or the Custody Agreement by the Company and the
                  consummation of the transactions herein or therein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  any provision of applicable federal or state law or regulation
                  that in such counsel's experience is normally applicable to
                  general business corporations in relation to transactions of
                  the type contemplated by this Agreement, or any agreement or
                  instrument of which such counsel has knowledge to which the
                  Company or any such subsidiary is a party or by which the
                  Company or any such subsidiary is bound or to which any of the
                  properties of the Company or any such subsidiary is subject,
                  except in each case as would not reasonably be expected to
                  individually or in the aggregate have a Material Adverse
                  Effect, or the charter or by-laws of the Company or any such
                  subsidiary; and the Company has full power and authority to
                  authorize, issue and sell the Offered Securities as
                  contemplated by this Agreement;

                           (vi) Such counsel was notified by a member of the
                  staff of the Commission that the Initial Registration
                  Statement was declared effective under the Act as of the date
                  and time specified in such opinion, the Additional
                  Registration Statement (if any) was filed and became effective
                  under the Act as of the date and time (if determinable)
                  specified in such opinion, the Prospectus either was filed
                  with the Commission pursuant to the subparagraph of Rule
                  424(b) specified in such opinion on the date specified therein
                  or was included in the Initial Registration Statement or the
                  Additional Registration Statement (as the case may be), and,
                  to the knowledge of such counsel, no stop order suspending the
                  effectiveness of a Registration Statement or any part thereof
                  has been issued and no proceedings for that purpose have been
                  instituted or are pending or contemplated under the Act, and
                  each Registration Statement and the Prospectus, and each
                  amendment or supplement thereto, as of their respective
                  effective or issue dates, complied as to form in all material
                  respects with the requirements of the Act and the Rules and
                  Regulations; no facts shall have come to the attention of such
                  counsel that have caused such counsel to believe that the
                  Registration Statement or any amendment thereto, as of the
                  latest effective date, contained any untrue statement of a
                  material fact or omitted to state any material fact necessary
                  in order to make the statements therein not misleading; that
                  the General Disclosure Package, as of the Applicable Time,
                  contained any untrue statement of a material fact or omitted
                  to state any material fact required to be stated therein or
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading; or
                  that the Prospectus or any amendment or supplement thereto, as
                  of its issue date or as of such Closing Date, contained any
                  untrue statement of a material fact or omitted to state any
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were


                                       19



                  made, not misleading; the descriptions in the Registration
                  Statements, the General Disclosure Package and Prospectus of
                  statutes, legal and governmental proceedings and contracts and
                  other documents are accurate and fairly present the
                  information required to be shown; and such counsel does not
                  know of any legal or governmental proceedings required to be
                  described in a Registration Statement, the General Disclosure
                  Package or the Prospectus which are not described as required
                  or of any contracts or documents of a character required to be
                  described in a Registration Statement, the General Disclosure
                  Package or the Prospectus or to be filed as exhibits to a
                  Registration Statement which are not described and filed as
                  required; it being understood that such counsel need express
                  no opinion as to the financial statements or other financial
                  data contained in the Registration Statements, the General
                  Disclosure Package or the Prospectus;

                           (vii) This Agreement has been duly authorized,
                  executed and delivered by the Company; and

                           (viii) The Company is not as of the Applicable Time
                  and, after giving effect to the offering and sale of the
                  Offered Securities and the application of the proceeds thereof
                  as described in the Prospectus, will not be an "investment
                  company" or a "business development company" as defined in the
                  Investment Company Act of 1940.

                  (e) The Representatives shall have received an opinion, dated
         such Closing Date, of John Seethoff, Deputy General Counsel of Selling
         Stockholder Microsoft Corporation, to the effect that:

                           (i) Such Selling Stockholder has been duly
                  incorporated and is an existing corporation in good standing
                  under the laws of the State of Washington;

                           (ii) Such Selling Stockholder had valid and
                  unencumbered title to the Offered Securities delivered by such
                  Selling Stockholder on such Closing Date and had full right,
                  power and authority to sell, assign, transfer and deliver the
                  Offered Securities delivered by such Selling Stockholder on
                  such Closing Date hereunder; and the several Underwriters have
                  acquired valid and unencumbered title to the Offered
                  Securities purchased by them from such Selling Stockholder on
                  such Closing Date hereunder;

                           (iii) No consent, approval, authorization or order
                  of, or filing with, any governmental agency or body or any
                  court is required to be obtained or made by such Selling
                  Stockholder for the consummation of the transactions
                  contemplated by this Agreement, the Custody Agreement or the
                  Power of Attorney in connection with the sale of the Offered
                  Securities sold by such Selling Stockholder, except such as
                  have been obtained and made under the Act and such as may be
                  required under state securities laws;

                           (iv) The execution, delivery and performance of this
                  Agreement, the Custody Agreement and the Power of Attorney and
                  the consummation of the transactions herein and therein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  (A) any statute, any rule, regulation or order of any
                  governmental agency or body or any court, domestic or foreign,
                  having jurisdiction over such Selling Stockholder or any of
                  its properties, except as could not reasonably be expected to
                  individually or in the aggregate have a Material Adverse
                  Effect or materially adversely affect its ability to
                  consummate the transactions contemplated hereby, (B) any
                  agreement or instrument to which such Selling Stockholder is a
                  party or by which it is reasonably bound or to which any of
                  its properties are subject, except as could not reasonably be
                  expected to individually or in the aggregate have a Material
                  Adverse Effect or materially adversely affect the ability of
                  such Selling Stockholder to consummate the transactions
                  contemplated hereby or (C) the charter, by-laws or similar
                  organizational document of such Selling Stockholder;


                                       20



                           (v) The Power of Attorney and Custody Agreement with
                  respect to such Selling Stockholder have been duly authorized,
                  executed and delivered by such Selling Stockholder and are
                  valid and binding obligations of such Selling Stockholder,
                  enforceable in accordance with their terms, subject to
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles;

                           (vi) This Agreement has been duly authorized,
                  executed and delivered by such Selling Stockholder; and

                           (vii) Such Selling Stockholder is not as of the
                  Applicable Time and, after giving effect to the offering and
                  sale of the Offered Securities and the application of the
                  proceeds thereof as described in the Prospectus, will not be
                  an "investment company" as defined in the Investment Company
                  Act of 1940.

                  (f) The Representatives shall have received an opinion, dated
         such Closing Date, of Ropes & Gray LLP, counsel for the Putnam Selling
         Stockholders, substantially in the form of Exhibit A attached hereto.

                  (g) The Representatives shall have received an opinion, dated
         such Closing Date, of Paul T. Dacier, Executive Vice President and
         General Counsel of Selling Stockholder EMC Corporation, to the effect
         that:

                           (i) Such Selling Stockholder has been duly
                  incorporated and is an existing corporation in good standing
                  under the laws of the State of Massachusetts;

                           (ii) Such Selling Stockholder had valid and
                  unencumbered title to the Offered Securities delivered by such
                  Selling Stockholder on such Closing Date and had full right,
                  power and authority to sell, assign, transfer and deliver the
                  Offered Securities delivered by such Selling Stockholder on
                  such Closing Date hereunder; and such Selling Stockholder has
                  conveyed to the several Underwriters valid and unencumbered
                  title to the Offered Securities purchased by them from such
                  Selling Stockholder on such Closing Date hereunder;

                           (iii) No consent, approval, authorization or order
                  of, or filing with, any governmental agency or body or any
                  court is required to be obtained or made by such Selling
                  Stockholder for the consummation of the transactions
                  contemplated by this Agreement, the Custody Agreement or the
                  Power of Attorney in connection with the sale of the Offered
                  Securities sold by such Selling Stockholder, except such as
                  have been obtained and made under the Act and such as may be
                  required under state securities laws;

                           (iv) The execution, delivery and performance of this
                  Agreement, the Custody Agreement and the Power of Attorney and
                  the consummation of the transactions herein and therein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  (A) any statute, any rule, regulation or order of any
                  governmental agency or body or any court, domestic or foreign,
                  having jurisdiction over such Selling Stockholder or any of
                  its properties, except as would not, individually or in the
                  aggregate, materially adversely affect its ability to
                  consummate the transactions contemplated hereby, (B) any
                  agreement or instrument to which such Selling Stockholder is a
                  party or by which it is bound or to which any of its
                  properties are subject, except as would not, individually or
                  in the aggregate, materially adversely affect the ability of
                  such Selling Stockholder to consummate the transactions
                  contemplated hereby or (C) the charter, by-laws or similar
                  organizational document of such Selling Stockholder;


                                       21



                           (v) The Power of Attorney and Custody Agreement with
                  respect to such Selling Stockholder have been duly authorized,
                  executed and delivered by such Selling Stockholder and
                  constitute the valid and binding obligations of such Selling
                  Stockholder, enforceable in accordance with their terms,
                  subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles;

                           (vi) This Agreement has been duly authorized,
                  executed and delivered by such Selling Stockholder; and

                           (vii) Such Selling Stockholder is not as of the
                  Applicable Time and, after giving effect to the offering and
                  sale of the Offered Securities and the application of the
                  proceeds thereof as described in the Prospectus, will not be
                  an "investment company" as defined in the Investment Company
                  Act of 1940.

                  (h) The Representatives shall have received an opinion, dated
         such Closing Date, of Davis Polk & Wardwell, counsel for Selling
         Stockholders DLJ Merchant Banking Partners, L.P., DLJMB Funding, Inc.,
         DLJ First ESC, L.P. and DLJ ESC II, L.P. (collectively, the "DLJ
         SELLING STOCKHOLDERS") and for Selling Stockholders DLJ International
         Partners, C.V. and DLJ Offshore Partners, C.V. (together, the "DLJ
         FOREIGN SELLING STOCKHOLDERS"), to the effect that:

                           (i) Each DLJ Selling Stockholder is validly existing
                  and in good standing as a limited partnership or corporation
                  under the laws of its jurisdiction of formation;

                           (ii) Upon payment for the Offered Securities to be
                  sold by the DLJ Selling Stockholders and the DLJ Foreign
                  Selling Stockholders to each of the several Underwriters as
                  provided in this Agreement, the delivery of such Offered
                  Securities to Cede or such other nominee as may be designated
                  by DTC, the registration of such Offered Securities in the
                  name of Cede or such other nominee and the crediting of such
                  Offered Securities on the records of DTC to security accounts
                  in the name of such Underwriter (assuming that neither DTC nor
                  such Underwriter has notice of any adverse claim (as such
                  phrase is defined in Section 8-105 of the UCC) to such Offered
                  Securities or any security entitlement in respect thereof),
                  (A) DTC shall be a "protected purchaser" of such Offered
                  Securities within the meaning of Section 8-303 of the UCC, (B)
                  under Section 8-501 of the UCC, such Underwriter will acquire
                  a security entitlement in respect of such Offered Securities
                  and (C) to the extent governed by Article 8 of the UCC, no
                  action based on any "adverse claim" (as defined in Section
                  8-102 of the UCC) to such Offered Securities may be asserted
                  against such Underwriter; it being understood that for
                  purposes of this opinion, such counsel has assumed that when
                  such payment, delivery and crediting occur, (x) such Offered
                  Securities will have been registered in the name of Cede or
                  such other nominee as may be designated by DTC, in each case
                  on the Company's share registry in accordance with its
                  certificate of incorporation, bylaws and applicable law, (y)
                  DTC will be registered as a "clearing corporation" within the
                  meaning of Section 8-102 of the UCC and (z) appropriate
                  entries to the securities account or accounts in the name of
                  such Underwriter on the records of DTC will have been made
                  pursuant to the UCC;

                           (iii) Except for such consents, approvals,
                  authorizations, registrations or qualifications as may be
                  required under applicable federal and state securities or blue
                  sky laws, no consent, approval, authorization or order of, or
                  filing or registration with, any court or governmental agency
                  or body having jurisdiction over any DLJ Selling Stockholder
                  or any of their properties or assets is required for the
                  execution, delivery and performance of this Agreement by any
                  of the DLJ Selling Stockholders;


                                       22



                           (iv) The execution and delivery by each of the DLJ
                  Selling Stockholders of, and the performance by each of the
                  DLJ Selling Stockholders of its obligations under this
                  Agreement will not (x) result in any violation of the
                  provisions of the organizational documents of such DLJ Selling
                  Stockholder or (y) result in any violation of any provision of
                  the laws of the State of New York, the General Corporation Law
                  of the State of Delaware, the Delaware Revised Uniform Limited
                  Partnership Act or the federal laws of the United States of
                  America (other than federal and state securities or blue sky
                  laws, as to which such counsel need not express an opinion
                  pursuant to this clause (iv)) except, in the case of this
                  clause (y), as would not individually or in the aggregate have
                  a material adverse effect on the performance by such DLJ
                  Selling Stockholder of this Agreement; and

                           (v) This Agreement has been duly authorized, executed
                  and delivered by each of the DLJ Selling Stockholders.

                  (i) The Representatives shall have received an opinion, dated
         such Closing Date, of Schulte Roth & Zabel LLP, counsel for Selling
         Stockholders Sprout CEO Fund, L.P., DLJ Capital Corporation, Sprout
         Growth II, L.P. and Sprout Capital VII, L.P. (collectively, the "SPROUT
         SELLING STOCKHOLDERS"), to the effect that:

                           (i) Each Sprout Selling Stockholder is validly
                  existing and in good standing as a limited partnership or
                  corporation under the laws of its jurisdiction of formation;

                           (ii) Upon payment for the Offered Securities to be
                  sold by the Sprout Selling Stockholders to each of the several
                  Underwriters as provided in this Agreement, the delivery of
                  such Offered Securities to Cede or such other nominee as may
                  be designated by DTC, the registration of such Offered
                  Securities in the name of Cede or such other nominee and the
                  crediting of such Offered Securities on the records of DTC to
                  security accounts in the name of such Underwriter (assuming
                  that neither DTC nor such Underwriter has notice of any
                  adverse claim (as such phrase is defined in Section 8-105 of
                  the UCC) to such Offered Securities or any security
                  entitlement in respect thereof), (A) DTC shall be a "protected
                  purchaser" of such Offered Securities within the meaning of
                  Section 8-303 of the UCC, (B) under Section 8-501 of the UCC,
                  such Underwriter will acquire a security entitlement in
                  respect of such Offered Securities and (C) to the extent
                  governed by Article 8 of the UCC, no action based on any
                  "adverse claim" (as defined in Section 8-102 of the UCC) to
                  such Offered Securities may be asserted against such
                  Underwriter; it being understood that for purposes of this
                  opinion, such counsel has assumed that when such payment,
                  delivery and crediting occur, (x) such Offered Securities will
                  have been registered in the name of Cede or such other nominee
                  as may be designated by DTC, in each case on the Company's
                  share registry in accordance with its certificate of
                  incorporation, bylaws and applicable law, (y) DTC will be
                  registered as a "clearing corporation" within the meaning of
                  Section 8-102 of the UCC and (z) appropriate entries to the
                  securities account or accounts in the name of such Underwriter
                  on the records of DTC will have been made pursuant to the UCC;

                           (iii) Except for such consents, approvals,
                  authorizations, registrations or qualifications as may be
                  required under applicable federal and state securities or blue
                  sky laws, no consent, approval, authorization or order of, or
                  filing or registration with, any court or governmental agency
                  or body having jurisdiction over any Sprout Selling
                  Stockholder or any of their properties or assets is required
                  for the execution, delivery and performance of this Agreement
                  by any of the Sprout Selling Stockholders;

                           (iv) The execution and delivery by each of the Sprout
                  Selling Stockholders of, and the performance by each of the
                  Sprout Selling Stockholders of its obligations under this


                                       23



                  Agreement will not (x) result in any violation of the
                  provisions of the organizational documents of such Sprout
                  Selling Stockholder or (y) result in any violation of any
                  provision of the laws of the State of New York, the General
                  Corporation Law of the State of Delaware, the Delaware Revised
                  Uniform Limited Partnership Act or the federal laws of the
                  United States of America (other than federal and state
                  securities or blue sky laws, as to which such counsel need not
                  express an opinion pursuant to this clause (iv)) except, in
                  the case of this clause (y), as would not individually or in
                  the aggregate have a material adverse effect on the
                  performance by such Sprout Selling Stockholder of this
                  Agreement; and

                           (v) This Agreement has been duly authorized, executed
                  and delivered by each of the Sprout Selling Stockholders.

                  (j) The Representatives shall have received an opinion, dated
         such Closing Date, of De Brauw Blackstone Westbroek New York, counsel
         for the DLJ Foreign Selling Stockholders, to the effect that:


                           (i) Each of the DLJ Foreign Selling Stockholders has
                  been formed and is existing as a limited partnership
                  (commanditaire vennootschappen) under Netherlands Antilles
                  law;



                           (ii) The entry into and performance of this Agreement
                  by each of the DLJ Foreign Selling Stockholders is within its
                  power;


                           (iii) No further action is required to be taken
                  within either of the DLJ Foreign Selling Stockholders to
                  authorize their entry into and performance of this Agreement;

                           (iv) This Agreement has been validly signed on behalf
                  of each of the DLJ Foreign Selling Stockholders;

                           (v) All governmental or regulatory consents,
                  approvals or authorizations required by the DLJ Foreign
                  Selling Stockholders under Netherlands Antilles law for their
                  entry into and performance of this Agreement have been
                  obtained;

                           (vi) Under Netherlands Antilles law there are no
                  registration, filing or similar formalities required to ensure
                  the validity, binding effect and enforceability against each
                  of the DLJ Foreign Selling Stockholders of this Agreement;

                           (vii) The entry into and performance of this
                  Agreement by each of the DLJ Foreign Selling Stockholders does
                  not violate Netherlands Antilles law or its respective
                  partnership agreement;

                           (viii) Under Netherlands Antilles law the choice of
                  New York law as the governing law of this Agreement is
                  recognized and accordingly New York law governs the validity,
                  binding effect and enforceability against each of the DLJ
                  Foreign Selling Stockholders of this Agreement; and

                           (ix) A judgment rendered by a New York court will not
                  be recognized and enforced by the Netherlands Antilles courts.
                  However, if a person has obtained a final and conclusive
                  judgment for the payment of money rendered by a New York court
                  which is enforceable in New York (the "NEW YORK JUDGMENT") and
                  files his claim with the competent Netherlands Antilles court,
                  that Netherlands Antilles court will generally give binding
                  effect to the New York judgment insofar as it finds that the
                  jurisdiction of the New York court has been based on grounds
                  which are internationally acceptable and that


                                       24



                  proper legal procedures have been observed and unless the New
                  York judgment contravenes Netherlands Antilles public policy.

                  (k) The Representatives shall have received an opinion, dated
         such Closing Date, of Mayer, Brown, Rowe & Maw LLP, counsel for Selling
         Stockholders Louis F. Miceli, Anand Prahlad and Suresh P. Reddy, to the
         effect that:

                           (i) Upon (a) payment for the Offered Securities to be
                  sold by Selling Stockholders Louis F. Miceli, Anand Prahlad
                  and Suresh P. Reddy to each of the several Underwriters as
                  provided in this Agreement, (b) the delivery of such Offered
                  Securities to Cede or such other nominee as may be designated
                  by DTC, (c) the registration of such Offered Securities in the
                  name of Cede or such other nominee and (d) the crediting of
                  such Offered Securities on the records of DTC to security
                  accounts in the name of such Underwriter (A) DTC shall be a
                  "protected purchaser" of such Offered Securities within the
                  meaning of Section 8-303 of the New York UCC, (B) under
                  Section 8-501 of the New York UCC, such Underwriter will
                  acquire a security entitlement in respect of such Offered
                  Securities and (C) to the extent governed by Article 8 of the
                  New York UCC, no action based on any "adverse claim" (as
                  defined in Section 8-102 of the New York UCC) to such Offered
                  Securities may be asserted against such Underwriter; it being
                  understood that for purposes of this opinion, such counsel has
                  assumed that when such payment, delivery and crediting occur,
                  (v) neither DTC nor any such Underwriter has notice of any
                  adverse claim (as such phrase is defined in Section 8-105 of
                  the New York UCC), (w) such Offered Securities will have been
                  registered in the name of Cede or such other nominee as may be
                  designated by DTC, in each case on the Company's share
                  registry in accordance with its certificate of incorporation,
                  bylaws and applicable law, (x) DTC will be registered as a
                  "clearing corporation" within the meaning of Section 8-102 of
                  the New York UCC, (y) DTC shall have agreed with each such
                  Underwriter in whose name a securities account is maintained
                  that it will treat such Underwriter as entitled to exercise
                  the rights that comprise financial assets credited to such
                  account and (z) appropriate entries to the securities account
                  or accounts in the name of such Underwriter on the records of
                  DTC will have been made pursuant to the New York UCC;

                           (ii) The execution, delivery and performance of this
                  Agreement, the Custody Agreement and the Power of Attorney and
                  the consummation of the transactions herein and therein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  any provision of applicable federal or state law or regulation
                  that in such counsel's experience is normally applicable to
                  transactions of the type contemplated by this Agreement, the
                  Custody Agreement and the Power of Attorney, except as could
                  not reasonably be expected to have a Material Adverse Effect
                  or materially adversely affect the ability of such Selling
                  Stockholder to consummate the transactions contemplated
                  hereby;

                           (iii) The Power of Attorney and Custody Agreement
                  with respect to such Selling Stockholder have been duly
                  authorized, executed and delivered by such Selling Stockholder
                  and are valid and binding obligations of such Selling
                  Stockholder, enforceable in accordance with their terms,
                  subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles; and

                           (iv) This Agreement has been duly authorized,
                  executed and delivered by such Selling Stockholder.

                  (l) The Representatives shall have received an opinion as to
         matters of Scots law, dated such Closing Date, of Tods Murray LLP,
         Scottish counsel for the Executor, to the effect that:


                                       25



                  (i) Samantha Mercer is the sole executor of the estate of
         Scott Mercer;

                  (ii) The Executor had power and authority to enter into (A)
         this Agreement, (B) the Custody Agreement and (C) the Power of Attorney
         executed by the Executor;

                  (iii) The Executor had full right, power and authority to
         sell, transfer and deliver the Offered Securities delivered by such
         Selling Stockholder on such Closing Date hereunder;

                  (iv) No consent, approval, authorization or order of, or
         filing with, any governmental agency or body in Scotland or any court
         in Scotland is required to be obtained or made by such Selling
         Stockholder for the consummation of the transactions contemplated by
         this Agreement in connection with the sale of the Offered Securities
         sold by such Selling Stockholder;

                  (v) The execution, delivery and performance of this Agreement
         and the Custody Agreement and the consummation of the transactions
         herein and therein contemplated will not result in a violation of (i)
         any Scottish statute or regulation applicable to the Selling
         Stockholder or the administration of the estate of Scott Mercer or (ii)
         any order of any court or government agency or body in Scotland made in
         respect of the Selling Stockholder or the administration of the estate
         of Scott Mercer. the existence of which order is within the knowledge
         of such counsel, in either case except as could not reasonably be
         expected to individually or in the aggregate have a Material Adverse
         Effect or materially adversely affect its ability to consummate the
         transactions contemplated hereby;

                  (vi) The Power of Attorney and Custody Agreement have been
         duly executed and delivered by the Executor;

                  (vii) This Agreement has been duly executed and delivered by
         the Executor;

                  (viii) All debts, taxes and expenses of such Selling
         Stockholder of which such counsel are aware have been fully paid or
         provided for; and

                  (ix) There is no specific bequest of the Offered Securities to
         be sold by such Selling Stockholder under the Last Will and Testament
         of Scott Mercer.

         The Representatives shall have also received an opinion, dated such
Closing Date, of Mayer, Brown, Rowe & Maw LLP, special U.S. counsel for the
Executor, to the effect that:

                  (i) Upon payment for the Offered Securities to be sold by the
         Executor to each of the several Underwriters as provided in this
         Agreement, the delivery of such Offered Securities to Cede or such
         other nominee as may be designated by DTC, the registration of such
         Offered Securities in the name of Cede or such other nominee and the
         crediting of such Offered Securities on the records of DTC to security
         accounts in the name of such Underwriter (assuming that neither DTC nor
         such Underwriter has notice of any adverse claim (as such phrase is
         defined in Section 8-105 of the UCC) to such Offered Securities or any
         security entitlement in respect thereof), (A) DTC shall be a "protected
         purchaser" of such Offered Securities within the meaning of Section
         8-303 of the UCC, (B) under Section 8-501 of the UCC, such Underwriter
         will acquire a security entitlement in respect of such Offered
         Securities and (C) to the extent governed by Article 8 of the UCC, no
         action based on any "adverse claim" (as defined in Section 8-102 of the
         UCC) to such Offered Securities may be asserted against such
         Underwriter; it being understood that for purposes of this opinion,
         such counsel has assumed that when such payment, delivery and crediting
         occur, (x) such Offered Securities will have been registered in the
         name of Cede


                                       26



         or such other nominee as may be designated by DTC, in each case on the
         Company's share registry in accordance with its certificate of
         incorporation, bylaws and applicable law, (y) DTC will be registered as
         a "clearing corporation" within the meaning of Section 8-102 of the UCC
         and (z) appropriate entries to the securities account or accounts in
         the name of such Underwriter on the records of DTC will have been made
         pursuant to the UCC; and

                  (ii) The Power of Attorney and Custody Agreement are valid and
         binding obligations of such Selling Stockholder, enforceable in
         accordance with their terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

         (m) The Representatives shall have received from Cravath, Swaine &
Moore LLP, counsel for the Underwriters, such opinion or opinions, dated such
Closing Date, with respect to the incorporation of the Company, the validity of
the Offered Securities delivered on such Closing Date, the Registration
Statements, the General Disclosure Package, the Prospectus and other related
matters as the Representatives may reasonably require, and the Selling
Stockholders and the Company shall have furnished to such counsel such documents
as they reasonably request for the purpose of enabling them to pass upon such
matters.

         (n) The Representatives shall have received a certificate, dated such
Closing Date, of the President or any Vice President and a principal financial
or accounting officer of the Company in which such officers, to their knowledge,
shall state that: the representations and warranties of the Company in this
Agreement are true and correct; the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at
or prior to such Closing Date; no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are contemplated by the Commission; the Additional
Registration Statement (if any) satisfying the requirements of subparagraphs (1)
and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of
the applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
prior to the Applicable Time; and, subsequent to the date of the most recent
financial statements in each of the Prospectus and the General Disclosure
Package, there has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition (financial or
other), business, properties or results of operations of the Company and its
subsidiaries taken as a whole except as set forth in each of the Prospectus and
the General Disclosure Package or as described in such certificate.

         (o) The Representatives shall have received a letter, dated such
Closing Date, of Ernst & Young LLP (i) that meets the requirements of subsection
(a) of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to such Closing Date
for the purposes of this subsection and (ii) in form and substance satisfactory
to the Representatives covering the financial information with respect to the
Company set forth in the Prospectus that is not also set forth in the General
Disclosure Package.

         (p) On or prior to the date of this Agreement, the Representatives
shall have received lock-up letters from each of the stockholders of the Company
listed on Schedule D hereto.

         (q) The Custodian will to deliver to the Representatives a letter
stating that they will deliver to each Selling Stockholder a United States
Treasury Department Form 1099 (or other applicable form or statement specified
by the United States Treasury Department regulations in lieu thereof) on or
before January 31 of the year following the date of this Agreement.


                                       27



The Selling Stockholders and the Company will furnish the Representatives with
such conformed copies of the opinions listed in this Section 7 and such
certificates, letters and documents as the Representatives reasonably request.
The Representatives may in their sole discretion waive on behalf of the
Underwriters compliance with any conditions to the obligations of the
Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

         8. Indemnification and Contribution. (a) The Company will indemnify and
hold harmless each Underwriter, its partners, members, directors, officers,
affiliates and each person, if any, who controls such Underwriter within the
meaning of Section 15 of the Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, each Statutory Prospectus, the Prospectus, any
Issuer Free Writing Prospectus, any "issuer information" filed pursuant to Rule
433(d), or any amendment or supplement thereto, or any related preliminary
prospectus, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any of such
documents in reliance upon and in conformity with written information furnished
to the Company by any Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only such information
furnished by any Underwriter consists of the information described as such in
subsection (c) below.

         Insofar as the foregoing indemnity agreement, or the representations
and warranties contained in Section 2(a)(ii), may permit indemnification for
liabilities under the Act of any person who is an Underwriter or a partner or
controlling person of an Underwriter within the meaning of Section 15 of the Act
and who, at the date of this Agreement, is a director, officer or controlling
person of the Company, the Company has been advised that in the opinion of the
Commission such provisions may contravene Federal public policy as expressed in
the Act and may therefore be unenforceable. In the event that a claim for
indemnification under such agreement or such representations and warranties for
any such liabilities (except insofar as such agreement provides for the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such a person, the Company will submit to a court of appropriate
jurisdiction (unless in the opinion of counsel for the Company the matter has
already been settled by controlling precedent) the question of whether or not
indemnification by it for such liabilities is against public policy as expressed
in the Act and therefore unenforceable, and the Company will be governed by the
final adjudication of such issue.

         The Company agrees to indemnify and hold harmless the Designated
Underwriter and each person, if any, who controls the Designated Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act (the "DESIGNATED ENTITIES"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared
by or with the consent of the Company for distribution to Participants in
connection with the Directed Share Program 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; (ii) caused by the
failure of any Participant to pay for and accept delivery of Directed Shares
that the Participant agreed to purchase; or (iii) related to, arising out of, or
in connection with the Directed Share Program, other than losses, claims,
damages or liabilities (or expenses relating thereto) that are finally
judicially determined to have resulted from the bad faith or gross negligence of
the Designated Entities.

         (b) The Selling Stockholders, severally and not jointly, will indemnify
and hold harmless each Underwriter, its partners, members, directors, officers,
affiliates and each person, if any, who controls such


                                       28



Underwriter within the meaning of Section 15 of the Act, against any losses,
claims, damages or liabilities, joint or several, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, each Statutory Prospectus, the
Prospectus, any Issuer Free Writing Prospectus, any "issuer information" filed
pursuant to Rule 433(d), or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Selling Stockholders will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by an Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below; and provided further,
however, that the aggregate liability under this subsection and Section 18 of
each Selling Stockholder shall be limited to an amount equal to the aggregate
gross proceeds after underwriting commissions and discounts but before expenses,
to such Selling Stockholder from the sale of Offered Securities sold by such
Selling Stockholder hereunder. For each Selling Stockholder other than Louis F.
Miceli, the indemnity provided for in this paragraph (b) shall apply only to the
extent that any such untrue statement or alleged untrue statement in or omission
or alleged omission from a Registration Statement, each Statutory Prospectus,
the Prospectus, any Issuer Free Writing Prospectus, any "issuer information"
filed pursuant to Rule 433(d), or any amendment or supplement thereto, or any
related preliminary prospectus is made in reliance upon and in conformity with
written information furnished to the Company by the applicable Selling
Stockholder specifically for use therein; it being understood and agreed that
(i) for each Selling Stockholder other than the CSFB Merchant Banking Selling
Stockholders, the only such information furnished in writing to the Company by
such Selling Stockholder is that information regarding such Selling Stockholder
set forth in the Prospectus under the caption "Principal and Selling
Stockholders" and (ii) for each CSFB Merchant Banking Selling Stockholder, the
only such information furnished in writing to the Company by such Selling
Stockholder is that information regarding such Selling Stockholder set forth in
the Prospectus under the captions "Principal and Selling Stockholders", "Certain
Relationships and Related Party Transactions" and "Underwriting".

         (c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of Section 15 of the Act, and each
Selling Stockholder against any losses, claims, damages or liabilities to which
the Company, such Selling Stockholder or such other persons may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, each Statutory Prospectus, the Prospectus, any
Issuer Free Writing Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the omission
or the 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 was made in reliance upon and
in conformity with written information furnished to the Company by such
Underwriter through the Representatives specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the Company and
each Selling Stockholder in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on
behalf of each Underwriter: the concession and reallowance figures appearing in
the fourth paragraph under the caption "Underwriting", the information contained
in the sixth paragraph under the caption "Underwriting" and the information
contained in the last two sentences of the eighteenth paragraph under the
caption "Underwriting".


                                       29



         (d) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under subsection (a), (b) or (c)
above except to the extent that it has been materially prejudiced (through the
forfeiture of substantive rights or defenses) by such failure; and provided
further that the failure to notify the indemnifying party shall not relieve it
from any liability that it may have to an indemnified party otherwise than under
subsection (a), (b) or (c) above. In case any such action is brought against any
indemnified party and it notifies an indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to
such indemnified party (who shall, except in the event of a conflict of
interest, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section, as the case may be, for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof. Notwithstanding anything contained herein to the contrary, if indemnity
may be sought pursuant to the last paragraph in Section 8(a) hereof in respect
of such action or proceeding, then in addition to such separate firm for the
indemnified parties, the indemnifying party shall be liable for the reasonable
fees and expenses of not more than one separate firm (in addition to any local
counsel) for the Designated Underwriter for the defense of any losses, claims,
damages and liabilities arising out of the Directed Share Program, and all
persons, if any, who control the Designated Underwriter within the meaning of
either Section 15 of the Act of Section 20 of the Exchange Act. No indemnifying
party shall, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened action 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 (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

         (e) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a), (b)
or (c) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims, damages
or liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholders on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholders on
the one hand and the 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. The relative benefits
received by the Company and the Selling Stockholders on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company and the Selling Stockholders bear to the total underwriting discounts
and commissions received by the Underwriters. 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 Company, the Selling
Stockholders or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this subsection (e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (e).
Notwithstanding the provisions of this subsection (e), (x) no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities 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 (y) no Selling
Stockholder shall be


                                       30



required to contribute pursuant to this subsection (e) and Section 18 an
aggregate amount in excess of the amount by which the aggregate gross proceeds
after underwriting discounts and commissions but before expenses to such Selling
Stockholder from the sale of Offered Securities sold by such Selling Stockholder
hereunder exceeds the amount of any damages which such Selling 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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

         (f) The obligations of the Company and the Selling Stockholders under
this Section shall be in addition to any liability which the Company and the
Selling Stockholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter or the QIU
(as hereinafter defined) within the meaning of the Act; and the obligations of
the Underwriters under this Section shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each director of the Company, to each officer of the
Company who has signed a Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act; subject, however, to any
limitations contained herein or therein.

         9. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, the
Representatives may make arrangements satisfactory to the Company and the
Selling Stockholders for the purchase of such Offered Securities by other
persons, including any of the Underwriters, but if no such arrangements are made
by such Closing Date, the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Offered Securities that such defaulting Underwriters agreed but failed to
purchase on such Closing Date. If any Underwriter or Underwriters so default and
the aggregate number of shares of Offered Securities with respect to which such
default or defaults occur exceeds 10% of the total number of shares of Offered
Securities that the Underwriters are obligated to purchase on such Closing Date
and arrangements satisfactory to the Representatives, the Company and the
Selling Stockholders for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter, the
Company or the Selling Stockholders, except as provided in Section 11 (provided
that if such default occurs with respect to Optional Securities after the First
Closing Date, this Agreement will not terminate as to the Firm Securities or any
Optional Securities purchased prior to such termination). As used in this
Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

         10. Qualified Independent Underwriter. The Company hereby confirms its
engagement of Goldman, Sachs & Co. as, and Goldman, Sachs & Co. hereby confirms
its agreement with the Company to render services as, a "qualified independent
underwriter" within the meaning of Rule 2720(b)(15) of the NASD with respect to
the offering and sale of the Offered Securities. Goldman, Sachs & Co., in its
capacity as qualified independent underwriter and not otherwise, is referred to
herein as the "QIU". As compensation for the services of the QIU hereunder, the
Company agrees to pay the QIU $10,000 on the First Closing Date.

         11. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholders, of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
9 or if for any reason the purchase of the


                                       31



Offered Securities by the Underwriters is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Stockholders, and the Underwriters pursuant to Section 8 and Section 18, and the
obligations of the Company and the Selling Stockholders pursuant to Section 10,
shall remain in effect, and if any Offered Securities have been purchased
hereunder the representations and warranties in Section 2 and all obligations
under Section 5 shall also remain in effect. If the purchase of the Offered
Securities by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 8 or the
occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii)
of Section 7(c), the Company will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

         12. Notices. All communications hereunder will be in writing and:

         (a) if sent to the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities
(USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention:
Transactions Advisory Group, and Goldman, Sachs & Co., 85 Broad Street, New
York, NY 10004, Attention: Registration Department;

         (b) if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at 2 Crescent Place, Oceanport, NJ 07757-0900, Attention:
Lou Miceli;

         (c) if sent to the CSFB Merchant Banking Selling Stockholders, will be
mailed, delivered or telegraphed and confirmed to it at Eleven Madison Avenue,
New York, NY 10010, Attention: Amy Yeung and Daniel Gewirtz;

         (d) if sent to Selling Stockholder EMC Corporation, will be mailed,
delivered or telegraphed and confirmed to it at 176 South Street, Hopkinton, MA
01748, Attention: Matt Olton or Laury Sorensen;

         (e) if sent to Selling Stockholder Microsoft Corporation, will be
mailed, delivered or telegraphed and confirmed to it at One Microsoft Way,
Building 34, Redmond, WA 98052, Attention: Marc Brown;

         (f) if sent to the Putnam Selling Stockholders, will be mailed,
delivered or telegraphed and confirmed to it at One Post Office Square, Boston,
MA 02109, Attention: Rick M. Wynn;

         (g) if sent to Selling Stockholders Louis F. Miceli, Anand Prahlad or
Suresh P. Reddy, will be mailed, delivered or telegraphed and confirmed to him
at Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, IL 60606-4837,
Attention: Philip Niehoff; and

         (h) if sent to Selling Stockholder the Executor, will be mailed,
delivered or telegraphed and confirmed to her at Inver Lodge, 63 Pentland
Terrace, Edinburgh EH10 5HG UK.

provided, however, that any notice to an Underwriter pursuant to Section 8 or to
the QIU pursuant to Section 18 will be mailed, delivered or telegraphed and
confirmed to such Underwriter or QIU.

         13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8, and no other
person will have any right or obligation hereunder.

         14. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly will be
binding upon all the Underwriters. N. Robert Hammer will act for the Custodial
Selling Stockholders in connection with such transactions, and any action under
or in respect of this Agreement taken by N. Robert Hammer will be binding upon
all the Custodial Selling Stockholders.


                                       32



         15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

         16. Absence of Fiduciary Relationship. The Company and the Selling
Stockholders acknowledge and agree that:

         (a) the Underwriters have been retained solely to act as underwriters
in connection with the sale of the Company's securities and that no fiduciary,
advisory or agency relationship between the Company or the Selling Stockholders,
on the one hand, and the Underwriters, on the other, has been created in respect
of any of the transactions contemplated by this Agreement, irrespective of
whether the Underwriters have advised or are advising the Company or the Selling
Stockholders on other matters;

         (b) the price of the securities set forth in this Agreement was
established by the Company and the Selling Stockholders following discussions
and arms-length negotiations with the Representatives and the Company and the
Selling Stockholders are capable of evaluating and understanding, and understand
and accept the terms, risks and conditions of the transactions contemplated by
this Agreement;

         (c) the Company and the Selling Stockholders have been advised that the
Underwriters and their affiliates are engaged in a broad range of transactions
which may involve interests that differ from those of the Company or the Selling
Stockholders and that the Underwriters have no obligation to disclose such
interests and transactions to the Company or the Selling Stockholders by virtue
of any fiduciary, advisory or agency relationship; and

         (d) the Company and the Selling Stockholders waive, to the fullest
extent permitted by law, any claims they may have against the Underwriters for
breach of fiduciary duty or alleged breach of fiduciary duty with respect to the
transactions contemplated by this Agreement and, to the fullest extent permitted
by applicable law, agree that the Underwriters shall have no liability (whether
direct or indirect) to the Company or the Selling Stockholders in respect of
such a fiduciary duty claim or to any person asserting such a fiduciary duty
claim on behalf of or in right of the Company, including stockholders, employees
or creditors of the Company.

         17. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

         The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

         18. Supplemental Indemnity of the QIU. (a) The Company and the Selling
Stockholders, severally and not jointly, will indemnify and hold harmless
Goldman, Sachs & Co., in its capacity as QIU, against any losses, claims,
damages or liabilities, joint or several, to which the QIU may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement, each Statutory Prospectus, the Prospectus, any
Issuer Free Writing Prospectus, any "issuer information" filed pursuant to Rule
433(d), or any amendment or supplement thereto, or any related preliminary
prospectus, (ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading or (iii) any act or omission to act or any alleged act or
omission to act by Goldman, Sachs & Co. as QIU in connection with any
transaction contemplated by this Agreement or undertaken in preparing for the
purchase, sale and delivery of the Offered Securities, except as to this clause
(iii) to the extent that any such loss, claim, damage or liability results from
the gross negligence or bad faith of Goldman, Sachs & Co. in performing the
services as QIU, and will reimburse the QIU for any legal or other expenses
reasonably incurred by the QIU in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are


                                       33



incurred; provided, however, that the aggregate liability under this subsection
(a) and Section 8 of each Selling Stockholder shall be limited to an amount
equal to the aggregate gross proceeds after underwriting commissions and
discounts but before expenses, to such Selling Stockholder from the sale of
Offered Securities sold by such Selling Stockholder hereunder. For each Selling
Stockholder other than Louis F. Miceli, the indemnity provided for in this
subsection (a) shall apply only to the extent that any such untrue statement or
alleged untrue statement in or omission or alleged omission from a Registration
Statement, each Statutory Prospectus, the Prospectus, any Issuer Free Writing
Prospectus, any "issuer information" filed pursuant to Rule 433(d), or any
amendment or supplement thereto, or any related preliminary prospectus is made
in reliance upon and in conformity with written information furnished to the
Company by the applicable Selling Stockholder specifically for use therein; it
being understood that the only such information furnished in writing to the
Company by such Selling Stockholder specifically for use in a Registration
Statement or the Prospectus is that information described in Section 8(b) of
this Agreement.

         (b) Promptly after receipt by the QIU under subsection (a) above of
notice of the commencement of any action, the QIU shall, if a claim in respect
thereof is to be made against the Company or any Selling Stockholder under such
subsection, notify the Company or the Selling Stockholder, as the case may be,
in writing of the commencement thereof; but the omission so to notify the
Company or any Selling Stockholder shall not relieve it from any liability which
it may have to the QIU otherwise than under such subsection. In case any such
action shall be brought against the QIU and it shall notify the Company or any
Selling Stockholder of the commencement thereof, the Company or the Selling
Stockholder shall be entitled to participate therein and, to the extent that
they shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to the QIU (who shall
not, except with the consent of the QIU, be counsel to the Company or any
Selling Stockholder), and, after notice from the indemnifying party to the QIU
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to the QIU under such subsection for any legal expenses of other
counsel or any other expenses, in each case subsequently incurred by the QIU, in
connection with the defense thereof other than reasonable costs of
investigation. The Company and the Selling Stockholders shall not, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the QIU is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the QIU from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of the QIU.

         (c) If the indemnification provided for in this Section 18 is
unavailable to or insufficient to hold harmless Goldman, Sachs & Co., in its
capacity as QIU, under subsection (a) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
the Company and the Selling Stockholders shall contribute to the amount paid or
payable by the QIU as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the Selling Stockholders on
the one hand and the QIU on the other from the offering of the Offered
Securities. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then the Company and the Selling
Stockholders shall contribute to such amount paid or payable by the QIU in such
proportion as is appropriate to reflect not only such relative benefits but also
the relative fault of the Company and the Selling Stockholders on the one hand
and the QIU on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Stockholders on the one hand
and the QIU on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses) received by the
Company and the Selling Stockholders, as set forth in the table on the cover
page of the Prospectus, bear to the fee payable to the QIU pursuant to Section
10 hereof. 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 Company and the Selling Stockholders on the one hand or the QIU
on the other and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company,
the Selling Stockholders and


                                       34



the QIU agree that it would not be just and equitable if contributions pursuant
to this subsection (c) 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 subsection (c). The amount paid or payable by the QIU
as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (c) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. Notwithstanding the provisions of this
subsection (c), no Selling Stockholder shall be required to contribute pursuant
to this subsection (c) and Section 8 an aggregate amount in excess of the amount
by which the aggregate gross proceeds after underwriting discounts and
commissions but before expenses to such Selling Stockholder from the sale of
Offered Securities sold by such Selling Stockholder hereunder exceeds the amount
of any damages which such Selling Stockholder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

         (d) The obligations of the Company and the Selling Stockholders under
this Section 18 shall be in addition to any liability which the Company and the
Selling Stockholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls the QIU within the meaning
of the Act; subject, however, to any limitations contained herein or therein.


                            [Signature pages follow]


                                       35



         If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Selling Stockholders, the Company and the several Underwriters in accordance
with its terms.


                                   Very truly yours,

                                        COMMVAULT SYSTEMS, INC.,


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





                                        SPROUT CEO FUND, L.P.,

                                        By:


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


                                        DLJ CAPITAL CORPORATION,

                                        By:


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


                                        SPROUT GROWTH II, L.P.,

                                        By:


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


                                        SPROUT CAPITAL VII, L.P.,

                                        By:


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


                                       37



                                        DLJ MERCHANT BANKING PARTNERS, L.P.,

                                        By:


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


                                        DLJ INTERNATIONAL PARTNERS, C.V.,

                                        By:


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


                                        DLJ OFFSHORE PARTNERS, C.V.,

                                        By:


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


                                        DLJMB FUNDING, INC.,

                                        By:


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


                                        DLJ FIRST ESC, L.P.,

                                        By:


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


                                       38



                                        DLJ ESC II, L.P.,

                                        By:


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


                                       39



                                        PUTNAM OTC & EMERGING GROWTH FUND,

                                        By:  Putnam Investment Management, LLC


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


                                        PUTNAM WORLD TRUST II -- PUTNAM EMERGING
                                        INFORMATION SCIENCES FUND,

                                        By:  The Putnam Advisory Company, LLC


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


                                       40



                                   SELLING STOCKHOLDERS:
                                     MICROSOFT CORPORATION
                                     EMC CORPORATION
                                     LOUIS F. MICELI
                                     ANAND PRAHLAD
                                     SURESH P. REDDY
                                     THE EXECUTOR OF THE ESTATE OF SCOTT MERCER


                                             By
                                                  ------------------------------
                                                  Name: N. Robert Hammer
                                                  Title: Attorney-In-Fact


                                       41



The foregoing Underwriting Agreement is hereby confirmed and accepted as of the
date first above written.

                                   CREDIT SUISSE SECURITIES (USA) LLC
                                   GOLDMAN, SACHS & CO.

                                        Acting on behalf of themselves and as
                                          the Representatives of the several
                                          Underwriters

                                     CREDIT SUISSE SECURITIES (USA) LLC,


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



                                     GOLDMAN, SACHS & CO.,


                                             By:
                                                  ------------------------------
                                                  (Goldman, Sachs & Co.)


                                       42


                                   SCHEDULE A



                                                                                     NUMBER OF
                                                                     NUMBER OF        OPTIONAL
                                                                  FIRM SECURITIES    SECURITIES
           SELLING STOCKHOLDER                                       TO BE SOLD      TO BE SOLD
- ----------------------------------------------------------------  ---------------  ---------------
                                                                             
Sprout CEO Fund, L.P. ..........................................            8,851
DLJ Capital Corporation ........................................          127,017
Sprout Growth II, L.P. .........................................          623,824
Sprout Capital VII, L.P. .......................................          763,033
DLJ Merchant Banking Partners, L.P. ............................          814,868
DLJ International Partners, C.V ................................          398,991
DLJ Offshore Partners, C.V .....................................           21,307
DLJMB Funding, Inc. ............................................          320,278
DLJ First ESC, L.P. ............................................          215,050
DLJ ESC II, L.P. ...............................................            2,297
EMC Corporation ................................................          572,917
Microsoft Corporation ..........................................          550,000
Putnam OTC & Emerging Growth Fund ..............................          389,525
Putnam World Trust II -- Putnam Emerging Information
     Sciences Fund .............................................           27,505
Samantha Mercer, acting solely in her capacity as the executor
     of the estate of the late Scott Mercer (referred to in this
     Agreement as the "Executor") ..............................           45,000
Louis F. Miceli ................................................           62,500
Anand Prahlad ..................................................           10,000
Suresh P. Reddy ................................................           10,000

                                                                  ---------------  ---------------
    Total ......................................................       11,111,111        1,666,667
                                                                  ===============  ===============


                                      A-1



                                   SCHEDULE B



                                                           NUMBER OF
                                                        FIRM SECURITIES
                    UNDERWRITER                         TO BE PURCHASED
- -----------------------------------------------------   ---------------
                                                     
Credit Suisse Securities (USA) LLC...................
Goldman, Sachs & Co. ................................
Merrill Lynch, Pierce, Fenner & Smith Incorporated...
Thomas Weisel Partners LLC...........................
C.E. Unterberg, Towbin LLC...........................
RBC Capital Markets Corporation......................

      Total..........................................
                                                        ---------------
                                                             11,111,111
                                                        ===============



                                       B-1



                                   SCHEDULE C


                     SUBSIDIARIES OF COMMVAULT SYSTEMS, INC.

CommVault Systems (Canada) Inc.
CommVault Systems Mexico, S. de R.L. de C.V.
CommVault Holding Company B.V.
CommVault Systems Netherlands B.V.
CommVault Systems International B.V.
CommVault Systems (India) Private Limited
CommVault Systems (Australia) Pty. Ltd.
CommVault Systems (Singapore) Private Limited
CommVault Systems Ltd.
CommVault Systems GmbH
CommVault Systems Sarl
CommVault Systems (Shanghai/China) Representative Office
Advanced Data LifeCycle Management, Inc.




                                      C-1



                                   SCHEDULE D

                      PARTIES EXECUTING LOCK-UP AGREEMENTS

                                         
1.   Adell, Laura A.                        48.  Borbely, Patrick R.
2.   Adubato, John H.                       49.  Borges, Donald J.
3.   Adulla, Mahesh                         50.  Boucher, Lisamarie B.
4.   Agarwal, Shri R.                       51.  Brattole, Nyssa L.
5.   Agrawal, Vijay H.                      52.  Brennan, Peter D.
6.   Ahern, Teresa E.                       53.  Britton, Scott P.
7.   Ahn, Jun H.                            54.  Brockway, Brian F.
8.   Aiello, John A.                        55.  Brouwer, Daniel W.
9.   Al-Ali, Mu'ath                         56.  Brown, Heather M.
10.  Albury, Russell A.                     57.  Bruno, Pat D.
11.  Alcaide, Michael                       58.  Bunte, Alan
12.  Allen, Reginald L.                     59.  Burd, Brent N.
13.  Alonzo, Chris A.                       60.  Burns, Patrick C.
14.  Ananthanarayanan, Hariharan            61.  Buyalskaya, Irina
15.  Anderson, Edward T.                    62.  Byers, David J.
16.  Angradi, David M.                      63.  Byrne, Michael J.
17.  Anson, Wayne                           64.  Calima, Aldwin J.
18.  Applegate, Carlton W.                  65.  Candelaria, Louis
19.  Applegate, Martha A.                   66.  Cannon, Kymberly M.
20.  Arakkal, Shali S.                      67.  Carolan, Brian
21.  Aravindakshan, Rahul M.                68.  Caron, Thomas P.
22.  Arrata, Robert                         69.  Caroselli, Michael L.
23.  Ashraf, Waqas                          70.  Carroll, Jeanna B.
24.  Atanacio, Thomas D.                    71.  Cavanaugh, Sean
25.  Attarde, Deepak                        72.  Celauro, Francis H.
26.  Azar, Hina                             73.  Chando, Douglas B.
27.  Baig, Muhammad J.                      74.  Charletta, Nicole C.
28.  Bair, Brent O.                         75.  Chassey, Robert
29.  Ballard, David A.                      76.  Chen, Ho-Chi
30.  Bansal, Priti                          77.  Cheng, Connie W.
31.  Bansod, Ketan D.                       78.  Chevalier, Thomas M.
32.  Baral, Biswa N.                        79.  Chitren, Luke R.
33.  Baumann, William J.                    80.  Choi, Joon W.
34.  Beattie, William C.                    81.  Cinkus, Karen L.
35.  Becker, Paul D.                        82.  Collom, Mark B.
36.  Belikov, Dennis                        83.  Comey, Nicholas
37.  Benedetti, Peter N.                    84.  Conaty, Sean A.
38.  Benjamin, Evan                         85.  Confenti, Michael A.
39.  Berezin, Joshua S.                     86.  Connington, Stephen
40.  Bhola, Nandram                         87.  Conte, Maria
41.  Bielss, Danny W.                       88.  Conzone, Scott L.
42.  Bienia, Wayne P.                       89.  Cook, Gary W.
43.  Bigelow, Tyler A.                      90.  Cooper, Scott T.
44.  Bilbrey, Aaron E.                      91.  Coviello, Peter
45.  Biondo, Joelle                         92.  Cowgill, Jared A.
46.  Blocker, Michael R.                    93.  Cozzolino, James
47.  Blumetti, James F.                     94.  Crayne, Nathan T.



                                      D-1


                                          
95.  Crescenti, John                         148. Girod, Stanton M.
96.  D'Acci, Sean M.                         149. Godin, Nicole L.
97.  Dadia, Ketan D.                         150. Gokhale, Parag V.
98.  Dahlmeier, Michael C.                   151. Goodrich, James A.
99.  Dalton, Patrick R.                      152. Govindarao, Raghuprasad
100. Daniele, Leonard                        153. Graeler, Ernst
101. Danischewski, Adam M.                   154. Graham, Lori
102. Davis, John W.                          155. Green, Nichole L.
103. Dejesus, Roberto                        156. Gregory, Stuart
104. Delany, Bernadette                      157. Griffin, Jeremy D.
105. Delgado, Eric                           158. Haas, Mary C.
106. Deluca, Matthew                         159. Halliday, William W.
107. Demeno, Randy                           160. Hammer, Douglas D.
108. DeMuri, Randall A.                      161. Hammer, Neil R.
109. Denovio, Audrey                         162. Han, Chengfeng
110. Dewyer, Jayme R.                        163. Han, Raymond
111. Diemer, Jeffrey L.                      164. Hand, Michael K.
112. Dorio, Joseph A.                        165. Hardesty, Bruce E.
113. Dornemann, Henry W.                     166. Harless, Eric S.
114. Dory, James S.                          167. Harrah, Jeffrey L.
115. Drew, Jeffrey M.                        168. Harriman Polanski, Kelly E.
116. Dubey, Rajesh K.                        169. Harris, Wade S.
117. Duffy, Francis S.                       170. Harrison, James T.
118. Dunatov, Roland G.                      171. Heinberg, Jeff S.
119. Dunphy, Jacquelyn R.                    172. Hernandez, Samuel E.
120. Dwarampudi, Bheemeswara R.              173. Hess, Lisa R.
121. Earp, Christopher J.                    174. Hicks, Michael W.
122. Echols, Jeffrey B.                      175. Himelwright, Brandon C.
123. Elliott, Kriss W.                       176. Hinkle, Brian E.
124. Ellsworth, Mary W.                      177. Hoffman, Tara
125. Erofeev, Andrei                         178. Holthaus, James R.
126. Ervine, Daniel G.                       179. Horwitz, Alan
127. Evaldi, Jennifer P.                     180. Howard, Randall T.
128. Fasulo, Michael R.                      181. Huang, Yu-Hua
129. Fitzgerald, Kevin P.                    182. Huebner, Steven K.
130. Fitzgerald, William J.                  183. Hughes, John C.
131. Flanders, Rudyard K.                    184. Ignatius, Tharayil J.
132. Fliller, Edward M.                      185. Ilkal, Zahid M.
133. Floyd, Christopher S.                   186. Izhar, Kouser
134. Foster, Donald E.                       187. Jadav, Dipesh D.
135. Foster, Henry                           188. Jaiswal, Anil K.
136. Free, David E.                          189. Jajal, Biren
137. Friend, Gaylord W.                      190. Jaynes, Steven M.
138. Fuentes, Christopher                    191. Johnson, David B.
139. Furst, William K.                       192. Johnson, William F.
140. Futey, Jon-Paul                         193. Jones, David L.
141. Garcia, Juan C.                         194. Jordine, Richard L.
142. George, John W.                         195. Joshi, Dhaval N.
143. Gerenza, Gary W.                        196. Joshi, Hetalkumar N.
144. Geverola, Marilou G.                    197. Joyce, Robert A.
145. Gianantonio, Robert F.                  198. Kalaf, Dennis A.
146. Giblin, John J.                         199. Kaloustian, Robert
147. Gilmore, Peter R.                       200. Kane, Daniel


                                      D-2


                                          
201. Kapadia, Nirav H.                       254. Madeira, Andre D.
202. Kapadia, Tarak                          255. Madeira, Eliane D.
203. Kapusta, Peter J.                       256. Maisonave, David
204. Karaban, Timothy E.                     257. Maltez, Ricardo
205. Karandikar, Amey V.                     258. Maranna, Chandrashekar
206. Karthikeyan, Thiagarajan                259. Margraves, Melisa B.
207. Karukappilly, Bobby                     260. Martin, Sandra M.
208. Katte, Deepak P.                        261. Martinez, Armando
209. Katz, Stuart A.                         262. Mason, Ricky D.
210. Kavuri, Srinivas                        263. Mathews, Kim M.
211. Kelley, Thomas M.                       264. Mattei Rodriguez, Jose A.
212. Kennedy, Geoffrey E.                    265. May, Andreas L.
213. Kindya, Susan E.                        266. McAteer, Brian D.
214. King, John F.                           267. McCabe, John P.
215. Kinney, Jean A.                         268. McCarthy, Brian E.
216. Klose, Michael F.                       269. McCracken, Andrew A.
217. Kobal, Mark J.                          270. McGee, David O.
218. Kochunni, Jaidev O.                     271. McGuigan, James J.
219. Kogan, Mitchell J.                      272. McKiernan, James M.
220. Koti, Venkata R.                        273. McKnight, Lynda L.
221. Kottomtharayil, Rajiv                   274. McMahon, Michael J.
222. Kresic, Thomas A.                       275. Meade, Jared N.
223. Kron, Gary L.                           276. Mecca, Michael A.
224. Krone, Derek A.                         277. Melendez, Edgar A.
225. Kumar, Avinash                          278. Menna, Louis
226. Kurilo, David                           279. Messore, Peter J.
227. Lad, Kamleshkumar K.                    280. Miceli, Danielle
228. Lambros, Jean M.                        281. Miceli, Louis F.
229. Lanclos, Aron M.                        282. Migliaccio, Jeanna A.
230. Langley, David J.                       283. Miiller, Ronald
231. Laswell, Kenneth                        284. Minton, Larry F.
232. Lavigne, Robert R.                      285. Moffitt, Linda
233. Lavin, Kelly M.                         286. Mondschein, Warren H.
234. Law, Niesha T.                          287. Montford, Michael J.
235. Lee, Elisa Y.                           288. Moquia, Alexis A.
236. Lee, Tay-How                            289. Moran, Thomas E.
237. Lepore, Desirai D.                      290. Morriss, Bryan D.
238. Li, Xu                                  291. Motto, Tom A.
239. Ligon, David A.                         292. Muller, Marcus S.
240. Linarducci, Carol A.                    293. Nandish, Ranjini P.
241. Lisk, Helen                             294. Neilson, John R.
242. Little, Daniel L.                       295. Neiper, Jodi M.
243. Littlefield, Duncan A.                  296. Nelson, Grant
244. Logan, Mary E.                          297. Nettleingham, Mark
245. Lopez, Fernando A.                      298. Neuhaus, Brian K.
246. Loukienko, Andrei V.                    299. Ngo, David T.
247. Low, Kevin J.                           300. Nichols, Adam W.
248. Lu, Jun                                 301. Nikolov, Igor
249. Lu, Yanhui                              302. Nittur, Sheshadri K.
250. Luehmann, Eric K.                       303. Norton, Laura J.
251. Lunde, Norman R.                        304. Nuss, Gregory W.
252. Lyons, James J.                         305. O'Brien, Robert W.
253. MacMillan, Thomas A.                    306. O'Dowd, Stephen P.


                                      D-3



                                                   
307. Oshinsky, David A.                               359. Sabol, Michael F.
308. Otte Bevarly, Charlotte K. (Kim Bevarly)         360. Sant, Jeetendra C.
309. Owen, David W.                                   361. Santiago, Connie A.
310. Pabish, Scott E.                                 362. Santos, Celina
311. Pack, Kristina                                   363. Sbert, Sylvia
312. Paramasivam, Kumarasamy                          364. Scamardella, Andrew R.
313. Paternoster, Michael L.                          365. Schenk, Keith D.
314. Patterson, Gregory P.                            366. Schneider, Morey O.
315. Paulino, Juan                                    367. Schwartz, Jeremy A.
316. Pawar, Rahul S.                                  368. Scott, David R.
317. Pennella, Rodney A.                              369. Seshadri, Suma N.
318. Perez, Christina M.                              370. Sharma, Rita
319. Perry, John T.                                   371. Sheridan, Christopher G.
320. Petrino, Randy V.                                372. Sherrill, Michael S.
321. Phillips, Kathleen M.                            373. Shields, Francis X.
322. Platson, Timothy K.                              374. Shimanovich, George
323. Plesa, Beverly A.                                375. Shipman, Mark R.
324. Plesa, George                                    376. Shoemaker, Benjamin A.
325. Plumacher, Michael J.                            377. Sinnott, Jeffrey
326. Polny, Thaddeus J.                               378. Smith, Gregory J.
327. Polon, Robert A.                                 379. Smolenyak, Robert T.
328. Porco, David A.                                  380. Sokoll, Mark R.
329. Portis, Stacey L.                                381. Song, Wei
330. Power, James B.                                  382. Sorenson, Stephen T.
331. Prahlad, Anand                                   383. Sosa, Anthony
332. Prokop, Michelle                                 384. Sosa, Jacinto M.
333. Rabenda, Denise                                  385. Spencer, Mark A.
334. Raghunathan, Jayashree                           386. Stansbury, Patricia J.
335. Ramirez, Oscar B.                                387. Steinmetz, Brandon M.
336. Randolph, Jon                                    388. Stevens, Leon A.
337. Rappe-Farrell, Audrey A.                         389. Stocker, Christopher L.
338. Reddy, Rammohan G.                               390. Strange, Elton M.
339. Reddy, Suresh P.                                 391. Stringham, Jack B.
340. Reed, Darla L.                                   392. Stubsten, Kristen E.
341. Reiber, Michael A.                               393. Sui, Xuemei
342. Reid, Robert W.                                  394. Tafeen, Robert W.
343. Reide Totland, Linda K.                          395. Talatam, Geeta P.
344. Rembish, Jeffrey J.                              396. Taylor, Lisa
345. Retnamma, Manojkumar V.                          397. Thockchom, Gautam S.
346. Reynolds, Scott                                  398. Thomas, Stanley A.
347. Ribera, William L.                               399. Toma, Erik
348. Rice, Eric                                       400. Trione, Rick
349. Rios, Reinaldo A.                                401. Tucker, Joseph S.
350. Rivera, Javier                                   402. Tullo, Craig A.
351. Roberts, Regina C.                               403. Urbealis, Marc J.
352. Roe, Edward E.                                   404. Valley, William S.
353. Rogers, Kerwin J.                                405. Van Wagoner, Christie
354. Romeo, Thomas A.                                 406. Varadharajan, Prakash
355. Rondinone, Ann J.                                407. Venkatesh, Mallarajapattan
356. Rubin, Matthew S.                                408. Verhalen, Chris W.
357. Russell, Edward P.                               409. Vibhor, Anand
358. Sabarini, L. S.                                  410. Vitale, Camillo A.
                                                      411. Vu, Ky


                                      D-4


                                          
412. Vullupala, Shankar R.                   465. Kilgour, Alasdair
413. Walker, Jason R.                        466. Klose, Frank
414. Wang, Aidong                            467. Ko, Jenny
415. Wang, Paolien                           468. Kohde, Joachim
416. Wang, Yu                                469. Krane, Michel
417. Webber, Paula M.                        470. Lee, Charles
418. Weir, James P.                          471. Linschoten, Willem
419. Welder, David D.                        472. Luft, Peter
420. West, David R.                          473. Lynch, Michelle
421. Wilson, Dray H.                         474. Maganto, Daniel
422. Winslow, William J.                     475. McClure, Paul
423. Wren, James D.                          476. McGarry, Scott
424. Xie, Dan                                477. Mercer, Scott
425. Young, Paul M.                          478. Merlo, Massimo
426. Zakharkin, Dmitriy B.                   479. Murphy, Aaron
427. Zani, Martha H.                         480. Mutzberg, Jurgen
428. Zhao, Yejian                            481. Nagel, Henk
429. Zharov, Aleksey                         482. Neyens, Johan
430. Zhou, Lixin                             483. Nolan, Paul
431. Zhou, Ying                              484. O'Donnell, Paul
432. Grenier, Ross                           485. Palmer, Gary
433. McAfee, Andy                            486. Podvenbek, Thorsten
434. Ahmet, Simon                            487. Price, David
435. Bailey, Steven                          488. Rothery, Ian
436. Balfe, Bryan                            489. Scheepers, Lucas
437. Baptist, Johan                          490. Schwaak, Frank
438. Begg, Lain                              491. Serafino, Vito
439. Boelman, Williman                       492. Sharp, Sheena
440. Boot, Bjorn                             493. Sillars, Gerry
441. Brazel, Paul                            494. Skivington, Barnaby
442. Breidohr, Ralph                         495. Tavares, Luisa
443. Brennecke, Kay S.                       496. Tavenier, Rick
444. Brouwers, Tanja                         497. Trampe, Wolfgang
445. Bruno, Giovanni                         498. van de Riet, Henny
446. Buhle, Julia                            499. van der Weele, Cees
447. Calis, John                             500. Van Laar, Marien
448. Carter, Melanie                         501. Van Roon, Martin
449. Chase, Brett Jonathan                   502. Vogel, Yvonne
450. Collins, Nathan                         503. Wan, Martin
451. Davies, Angharad                        504. Williams, Martin
452. de bruijne, Dyon                        505. Ziem, Jorg
453. De La Plaza Benito, Rubens              506. Burchat, Christopher
454. DeGiorgi, Michael                       507. Dier, Paul
455. Duffen, Andrew                          508. MacKay, Peter
456. Evers, Eric                             509. Mahoney, Dan
457. Fifield, Andrew                         510. McMurray, Brian
458. Funes, Cesar Pablo                      511. Moyer, Jeff
459. Giljohann, Marc A.                      512. Parsons, Andy
460. Hansbuer, Gregor                        513. Payment , Mark
461. Helton, Thomas                          514. Stewart, Glenn
462. Huisman, Peter                          515. Vosguian, Varouj
463. Kempf, Roland                           516. Yazdanmehr, Saeid
464. Kestner, Thomas                         517. Devassy, Varghese


                                      D-5


                                     
518. Iyer, Shanker                      571. Barry, Tom
519. Yao, Bin                           572. Cargo, Robert
520. Zeng, Yun                          573. Fanzilli, Frank
521. Ontiveros, Eduardo                 574. Geday, Armondo
522. Patino, Carlos                     575. Geeslin, Keith
523. Valdivia, Pilar                    576. Kurimsky, Robert
524. Feng, Xu                           577. Pulver, Daniel
525. Huang, Wen Jie (Jay)               578. Smith, Gary
526. Li, Zeng                           579. Alan Anderson
527. Liang, Xin (Cathy)                 580. Aman Ventures LLP
528. Loh, Koon Sign                     581. Amberbrook IV LLC
529. Lu, Jiang Hong (Joy)               582. Amerindo Internet Fund PLC
530. Ming, Lin Xiao                     583. Andrew G. Celli & James Satloff
531. Xing, Xu Yong                           TTEE FBO: Andrew Thomas Celli Trust
532. Wen Xix Yuan                       584. Andrew G. Celli & James Satloff
533. Amarendran, Arun                        TTEE FBO: Theodore Jean Satloff Trust
534. Chatterjee, Tirthankar             585. Andrew G. Celli & James Satloff
535. Chavali, Srikrishna                     TTEE U/A/D 5/19/93 FBO:
536. Deshpanoe, Prasanna                     Rebecca Rose Cell i
537. Golla, Sreekanth                   586. Barbara M. Byrne
538. Iyer, Namita                       587. Bella & Israel Unterberg Foundation
539. Iyer, Sudha                        588. Camelot Capital I, L.P.
540. Job, Joe Sabu T                    589. Camelot Capital II, L.P.
541. Kapila, Shaurav                    590. Camelot Offshore Fund Limited
542. Kolhatkar, A.                      591. Cargolamp & Co. (Putnam Trustee)
543. Kumar, N                           592. CE Unterberg Towbin Capital
544. Kuppuraj, Ravikiran                     Partners I, L .P.
545. Modaduga, Satish                   593. David Ireland
546. Moitra, Bipasha                    594. Declaration of Trust DTD 8/7/96 by
547. Mondrati, Govinda Rao                   Thomas I. Unterberg
548. Murthy, Harihakan                  595. DLJ Capital Corporation
549. Muvva, O.                          596. DLJ ESC II, L.P.
550. Naidu, Sandeep                     597. DLJ First ESC, LLC
551. Narayanan, Sesha                   598. DLJ First ESC, LP
552. Neelapala, N                       599. DLJ International Partners, C.V.
553. Nuthakki, Narendar                 600. DLJ Merchant Banking Funding, Inc.
554. Pandiarjan, Raji                   601. DLJ Merchant Banking Partners, L.P.
555. Polimera, Rajesh                   602. DLJ Offshore Partners, C.V.
556. Prasad, Arun                       603. Douglas Carlisle
557. Prasad, AVSN                       604. DRW Venture Partners, L.P.
558. Rangamani, Karthik                 605. Ellen U. Celli
559. Reddy, Pavan Kumar                 606. Ellen U. Celli & Emily U. Satloff
560. Reddy, P.M.                             TTEES T.I. Unterberg Grandchildrens
561. Sabbineni, Ramya                        Trust U/A/D 4/26/93
562. Sabu, Joe                          607. EMC Investment Corporation
563. Sharma, KV Raman                   608. Frank A. Juska
564. Sinha, Meenakshi                   609. Gregory Reyes
565. Sinha, Prachi                      610. HFI Private Equity Ltd.
566. Singh, Gurjeet                     611. John P. Rosenthal (Estate of)
567. Sirisha, PN                        612. K. Flynn McDonald
568. Sista, S.J                         613. Kane & Co. (Putnam Trust)
569. Velagapudi, Rajesh                 614. Larry Cormier
570. Vellannki, Satish                  615. Louis Miceli


                                      D-6



                                              
616. Marc Weiss                                  654. Winthrop Trust Co.,
617. Marjorie & Clarence E. Unterberg                 Trustee on behalf of
     Foundation, Inc.                                 N. Robert Hammer
618. Mark C. Francis                             655. Abyad, Victor A
619. Michael J. Sandifer                         656. Adams, Keith
620. Michael Krasko                              657. Ahmed, Jasimuddin
621. Microsoft Corporation                       658. Andreolo, James A
622. MLPFS as Custodian,                         659. Austin, Stewart
     Robert Freiburghouse                        660. Autry, Blake Allen
623. Morgan Keegan Employee                      661. Babeu, James F
     Investment, L.P.                            662. Barry, John
624. Morgan Keegan Opportunity Fund, L.P.        663. Baru, Rama
625. N. Robert Hammer                            664. Basser, Nechama A.
626. Patrick Fallon                              665. Bidgood, Renfrew
627. Putnam Discovery Growth Fund                666. Boston, James E
628. Putnam Funds Trust-Putnam Technology        667. Brooks, Steve D.
     Fund Investment Management, LLC             668. Bukowski, Christopher
629. Putnam OTC and Emerging Growth Fund         669. Camooso Jr., Benjamin A.
630. Putnam World Trust II-Putnam                670. Castro, Ayinde
     Emerging Information Sciences Fund          671. Cooke, Lauren J. (Morris)
631. Randy Fodero                                672. Cormier, Larry
632. Reyes Family Trust DTD 4/30/96              673. Costa, Christopher
633. Saints Capital V, L.P.                      674. Cragle, Jonathan
634. Scotty R. Neal                              675. Crewe, Tamara
635. Sprout IX Plan Investors, L.P.              676. D'Ambrosi, Dina V.
636. Sprout Capital VII, L.P.                    677. DeLamielleure, Mathew J
637. Sprout Capital IX, L.P.                     678. Delova, Dessi
638. Sprout CEO Fund, L.P.                       679. DeRamos, Ralden
639. Sprout Entrepreneurs Fund, L.P.             680. Dobyns, Gayle
640. Sprout Growth II, L.P.                      681. Donato, Nicholas A.
641. TH Lee, Putnam Investment                   682. Donovan, Joseph
     Trust/TH Lee, Putnam                        683. Dudak, Kevin J.
     Emerging Opportunities Portfolio            684. Eastman Stovall, Lucinda Adams
642. Thomas I. Unterberg                         685. Edelstein, David A.
643. Thomas I. Unterberg TTEE of the Ellen       686. Emert, Thomas S
     Celli Family Trust U/A/D 3/25/93            687. Evans, Terri
644. Thomas I. Unterberg TTEE of the Emily       688. Fenwick, David F
     Satloff Family Trust U/A/D 3/25/93          689. Fields, Michelle
645. Van Wagoner Capital                         690. Filler, Rennie
      Opportunities Fund, L.P.                   691. Floto, Kenneth W.
646. Van Wagoner Capital Partners, L.P.          692. Fodero, Randy S
647. Van Wagoner Crossover Fund, L.P.            693. Freiburghouse, Robert
648. Van Wagoner Private                         694. Furman, Lawrence J
     Opportunities Fund, L.P.                    695. Gambacorta, Donna
649. Wheatley Associates III, L.P.               696. Ghajar, Mina
650. Wheatley Foreign Partners III, L.P.         697. Gilmartin, Leslie
651. Wheatley Partners III, L.P.                 698. Gilmore, Jaime L.
652. William H. Rusher, Jr.                      699. Godard, Susan
653. William J. Herman                           700. Goranov, Dimitar
                                                 701. Granger, Robert H
                                                 702. Greene, Rondol G.
                                                 703. Gupta, Neeraj
                                                 704. Guthrie, John
                                                 705. Hamilton, Vernon


                                      D-7


                                          
706. Hawkes, Brett                           759. Smith, Stephanie
707. Holmes, Steven                          760. Smith, Susan
708. Hulfachor, Dieter                       761. Souliotis, James A.
709. Hurlbut, Laura L                        762. Southwell, Brian
710. Ignatius, Paul                          763. Spampanato, Wende
711. Ireland, David H                        764. Subramaniam, Manivannan
712. Johnson, Janet                          765. Swiatek, David
713. Kaelin, Kathleen                        766. Teti, John C
714. Kautzman, Philip                        767. Toma, Jessica (Dinapoli)
715. Kinal, Ihor                             768. Tonks, Harry
716. Kripalani, Sanjay                       769. Tosh, John F.
717. LaCorte, Guy                            770. Tyagarajan, Mahesh
718. Lagattuta, Doreen                       771. Uretzky, Charles A
719. LaRosa, Guy W.                          772. Uretzky, Kim Marie
720. LeRoy, William A.                       773. VanNess, Mark
721. Lewis, Steven                           774. Vaughn, Donna L
722. Lightner, Bruce                         775. Vazquez, Edwin
723. Lilliendahl, Linda                      776. Wang, Zhao
724. Loser, Allen R                          777. Wilkinson, Patricia
725. Lu, Zhijian                             778. Wolejsza, James K
726. Lucas, John P                           779. Wymbs, Fredrick J
727. Maffei, Mary E                          780. Yermakov, Sergey
728. Masi, Joseph                            781. Zale, Steven A
729. McAuley, Tara                           782. Zaleski, Edward F.
730. McCormack, Joanne                       783. Berger, Bruce
731. Mehta, Umang                            784. Cosgrove, Lisa M
732. Mitchell, Marjorie C.                   785. Helms, Marjorie
733. Moody, Mitchell                         786. Hicks, Gary
734. Mulder, Gary J                          787. Orlowsky, Cristie L
735. Narayanaswamy, Naga R                   788. Senn, Michael
736. Nash, Richie                            789. Veldhoen, Bernardus
737. Neal, Scotty R                          790. Abell, Anthony A.
738. Nelson, James T                         791. Cozzolino, James
739. Noble, Anne                             792. Drahozal, David
740. Parker, Lee                             793. Ferguson, William J.
741. Parrish, Ladd                           794. Forman, Timothy A.
742. Petto, Paul                             795. Godny, Scott C.
743. Post-Kupper, Stacy M                    796. Goffe, Clyde O.
744. Pugh, Danielle M.                       797. Harrison, Dolores
745. Rajpopat, Tejas                         798. Harrold, Christopher E.
746. Ramidi, Suryadev                        799. Huskey, Billy L.
747. Ramos, Maria                            800. John, Bin J.
748. Ramsthaler, Kenneth G                   801. Kautz, Carrie L.
749. Rideout, Allison                        802. Krishnamurthy, Roshini
750. Roche', Georgeanna                      803. Liu, Chong
751. Ruane, Kim                              804. Lyons, James J.
752. Salamone, Joseph F                      805. Merrill, Gary D.
753. Schrule, Thomas A                       806. Miceli, James G.
754. Sculler, Nina                           807. Naik, Vikram
755. Shah, Aditi                             808. Reckner, John H.
756. Shar, Joshua B.                         809. Roth, Eric J.
757. Signorelli, Suzanne                     810. Schiavi, John M.
758. Smith, A. Kristina                      811. Valle, Flordemaria


                                      D-8


                                          
812. Vartanian, Gregory K.                   827. Foye, Brendan
813. Barruch, James Gordon                   828. Garnette, Edward
814. Barruch, Lawrence Paul                  829. Geilling, Holly
815. Pierresteguy, Frederic                  830. Hiremath, Shiv
816. Steyn, Robert Johan                     831. Hoelcle, Robert
817. Wilkinson, Doward                       832. Kniola, Daniel
818. Hammer, Zachery                         833. Lull, Tim
819. Hammer, Allison                         834. McBride, Barbara
820. Miceli, James                           835. Pavan Kumar Reddy Bebadala
821. Miceli, Michael                         836. Sobot, Steve
822. Psaltis, Fredda                         837. St. James, Catherine
823. Barry, Charlotte                        838. Sullivan, Richard
824. Brower, Robert                          839. Stumm, Marcus
825. Colderan, Earnesto                      840. Sutton, Parker
826. Dafeldecker, Jean                       841. Vajancevski, Tony


                                      D-9



                                    EXHIBIT A

                       FORM OF OPINION OF ROPES & GRAY LLP

      1. The Underwriting Agreement has been duly authorized, executed and
delivered by each of the Putnam Selling Stockholders.

      2. The execution and delivery of the Underwriting Agreement and the sale
of the Firm Securities by the Putnam Selling Stockholders (a) will not violate
any provision of Massachusetts, New York or federal law, or any order or decree
known to such counsel of any court or government agency or body specifically
naming any Putnam Selling Stockholder (except that such counsel need express no
opinion as to federal or state securities or "blue sky" laws, including the
antifraud provisions of federal and state securities laws) and (b) will not
violate the provisions of the agreement and declaration of trust or bylaws of
any of the Putnam Selling Stockholders.

      3. No consent, approval, authorization or order of, or filing with, any
Massachusetts, New York or United States governmental authority is required to
be obtained by any Putnam Selling Stockholder in connection with the execution
and delivery of the Underwriting Agreement or for the sale of the Firm
Securities by such Putnam Selling Stockholder, except such as may be required
under federal or state securities laws or "blue sky" laws (as to which such
counsel need express no opinion).

      4. Upon payment by the Underwriters of the purchase price for the Firm
Securities to be sold by the Putnam Selling Stockholders in accordance with the
Underwriting Agreement, delivery in the State of New York of security
certificates for the Firm Securities, as directed by the Underwriters, endorsed
to Cede & Co. or such other nominee as may be designated by DTC, or in blank, by
an effective indorsement, registration of transfer of the Firm Securities in the
stock registry of the Company in the name of Cede & Co. or such other nominee
and the crediting of the Firm Securities on the books of DTC to securities
accounts of the Underwriters, and assuming that neither DTC nor any such
Underwriter has notice of any adverse claim to the Firm Securities within the
meaning of Section 8 105 of the UCC, (a) DTC will be a "protected purchaser" of
the Securities within the meaning of Section 8-303 of the UCC, (b) under Section
8 501 of the UCC, the Underwriters will acquire a security entitlement in
respect of the Firm Securities and (c) no action based on an "adverse claim" (as
defined in Section 8 102 of the UCC) to the Firm Securities, whether framed in
conversion, replevin, constructive trust, equitable lien or other theory, may be
successfully asserted against the Underwriters with respect to the Firm
Securities.

      With respect to the opinion of such counsel set forth in paragraph 4
above, such counsel may assume that DTC is a "clearing corporation" within the
meaning of Section 8 102 of the UCC and that DTC's jurisdiction for purposes of
Section 8-110 of the UCC is the State of New York.

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             COMMVAULT SYSTEMS, INC.

       COMMVAULT SYSTEMS, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "General Corporation
Law"), hereby certifies as follows:

       1. The name of the corporation is CommVault Systems, Inc. The corporation
was originally incorporated on April 19, 1996 under the name "CV Systems, Inc."
pursuant to the General Corporation Law.

       2. This Amended and Restated Certificate of Incorporation restates,
integrates and amends the Amended and Restated Certificate of Incorporation of
this corporation such that the text of the Amended and Restated Certificate of
Incorporation shall now read as follows:

                                    ARTICLE I
                                      NAME

       The name of the Corporation is CommVault Systems, Inc. (the
"Corporation").

                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT

       The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle. The name of the Corporation's registered agent at such address is
The Prentice-Hall Corporation System, Inc.

                                   ARTICLE III
                                     PURPOSE

       The purposes for which the Corporation is formed are to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law and to possess and exercise all of the powers and privileges
granted by such law and any other law of the State of Delaware.

                                   ARTICLE IV
                               AUTHORIZED CAPITAL

       (A) The number of shares which the corporation is authorized to issue is
Eighty Nine Million Five Hundred Seventy Five Thousand (89,575,000) divided into
two (2) classes. Sixty Million Four Hundred Twenty Five Thousand (60,425,000)
shares shall be






Common Stock, par value $0.01 per share (the "Common Stock"), and Twenty Nine
Million One Hundred Fifty Thousand (29,150,000) shares shall be Preferred Stock,
par value $0.01 per share (the "Preferred Stock"). The preferences, limitations
and relative rights in respect of the shares of each class (and the variations
in the relative rights and preferences as between series of any class in series)
are as follows:

       (B) Preferred Stock. The Preferred Stock authorized by this Certificate
of Incorporation may be issued from time to time in one or more series. The
rights, preferences, privileges and restrictions granted to and imposed on (i)
the Series A Preferred Stock (the "Series A Preferred Stock"), which series
shall consist of Three Million (3,000,000) shares, (ii) the Series B Preferred
Stock (the "Series B Preferred Stock"), which series shall consist of One
Million (1,000,000) shares, (iii) the Series C Preferred Stock (the "Series C
Preferred Stock"), which series shall consist of One Million (1,000,000) shares,
(iv) the Series D Preferred Stock (the "Series D Preferred Stock"), which series
shall consist of One Million (1,000,000) shares, (v) the Series E Preferred
Stock, which series shall consist of One Million (1,000,000) shares (the "Series
E Preferred Stock", and collectively with the classes of Preferred Stock
described in clauses (i) through (iv), shall be sometimes referred to as the
"Series A Through E Preferred Stock"), (vi) the Series AA Preferred Stock (the
"Series AA Preferred Stock"), which series shall consist of Five Million
(5,000,000) shares, (vii) the Series BB Preferred Stock (the "Series BB
Preferred Stock"), which series shall consist of Five Million (5,000,000) shares
and (viii) the Series CC Preferred Stock (the "Series CC Preferred Stock"),
which series shall consist of Twelve Million One Hundred Fifty Thousand
(12,150,000) shares are as set forth below in this Article IV(B). The Board of
Directors of this Corporation is hereby authorized to fix or alter the rights,
preferences, privileges and restrictions granted to or imposed upon additional
series of Preferred Stock, and the number of shares constituting any such series
and the designation thereof. Subject to compliance with applicable protective
voting rights which have been or may be granted to the Preferred Stock or any
series thereof ("Protective Provisions"), but notwithstanding any other rights
of the Preferred Stock or any series thereof, the rights, privileges,
preferences and restrictions of any such additional series shall be subordinated
to or pari passu with (including, without limitation, inclusion in provisions
with respect to liquidation and acquisition preferences, redemption and/or
approval of matters by vote or written consent) any of those of any present or
future class or series of Preferred Stock or Common Stock. Subject to compliance
with applicable Protective Provisions, the Board of Directors is also authorized
to increase or decrease the number of shares of any series (other than the
Series A Preferred Stock) prior or subsequent to the issue of that series, but
not below the number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares no longer
constituting such series shall resume the status which they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.

              (1) Dividend Provisions.

                     (a) In the event this Corporation declares a cash dividend
on the Common Stock, the holders of the Series AA Preferred Stock, the Series BB
Preferred Stock, and the Series CC Preferred Stock shall each be entitled to
receive a proportionate share of any such dividend, out of any assets legally
available therefor, as though the holders of the Series AA Preferred Stock, the
Series BB Preferred Stock and the Series CC Preferred Stock were the holders of
the number of shares of Common Stock of this Corporation into which their shares
of



                                       2



Series AA Preferred Stock, Series BB Preferred Stock and the Series CC Preferred
Stock are convertible as of the record date fixed for the determination of the
holders of the Common Stock of this Corporation entitled to receive such
distribution (the "Dividend Record Date").

                     (b) The holders of the Series A Through E Preferred Stock
shall be entitled to receive dividends, out of any assets legally available
therefor, 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 convertible into or entitling the holder thereof to receive, directly
or indirectly, additional shares of Common Stock of this Corporation) on the
Common Stock of this Corporation, at the per share rate of $1.788 per annum (as
adjusted for any stock dividends, combinations or splits with respect to such
shares), or, if greater (as determined on a per annum basis), an amount equal to
that paid on any other outstanding shares of this Corporation, payable only when
and if declared by the Board of Directors. Such dividends shall accrue and be
cumulative from (i) in the case of the Series A Preferred Stock, the original
issue date of such shares of Series A Preferred Stock, (ii) in the case of the
Series B Preferred Stock, July 14, 1997, (iii) in the case of the Series C
Preferred Stock, December 9, 1997, (iv) in the case of the Series D Preferred
Stock, October 21, 1998, and (v) in the case of and the Series E Preferred
Stock, March 15, 1999. Such dividends shall be payable on the first day of each
April, July, October and January (commencing, with respect to each share of
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, and Series E Preferred Stock on the first of such
dates to occur after the issuance of such share) to the holders of record at the
close of business on the fifteenth day of each March, June, September and
December. In the event that the Corporation fails to pay any portion of the full
quarterly dividend that accrues pursuant to this section, the difference between
such full quarterly dividend and the actual cash dividend (or the cash value of
such dividend, if not paid in cash) paid, if any, shall cumulate until paid in
full. All dividends paid with respect to shares of Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,
and Series E Preferred Stock shall be paid pro rata to the holders entitled
thereto. Dividends, if paid, or if declared and set apart for payment, must be
paid, or declared and set apart for payment, on all outstanding shares of Series
A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, and Series E Preferred Stock contemporaneously.

                     (c) In the event this Corporation shall declare any other
dividend or distribution payable in securities of other persons, evidences of
indebtedness issued by this Corporation or other persons, assets (excluding cash
dividends) or options or rights to purchase any such securities or evidence of
indebtedness, then, in each such case the holders of the Series AA Preferred
Stock, Series BB Preferred Stock, Series CC Preferred Stock, Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, and the Series E Preferred Stock shall be entitled to a
proportionate share of any such dividend or distribution as though the holders
of the Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred
Stock, Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock
were the holders of the number of shares of Common Stock of this Corporation
into which their respective shares of Series AA Preferred Stock, Series BB
Preferred Stock, Series CC Preferred Stock, Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock,



                                       3



Series D Preferred Stock, or Series E Preferred Stock (as applicable) are
convertible as of the Dividend Record Date.

              (2) Liquidation Preference.

                     (a) In the event of any liquidation, dissolution or winding
up of this Corporation, either voluntary or involuntary, subject to the rights
of series of Preferred Stock which may from time to time come into existence,
the holders of Series AA Preferred Stock and the Series CC Preferred Stock (the
"Senior Liquidation Preference Classes") shall be entitled to receive, prior,
senior and in preference to any distribution of any of the assets of this
Corporation to the holders of the Series BB Preferred Stock, the Series A
Through E Preferred Stock or the Common Stock by reason of their ownership
thereof, an amount per share equal to $5.7319 for each share (as adjusted for
any stock dividends, combinations or splits with respect to such shares) of
Series AA Preferred Stock held by each such holder and an amount equal to $3.131
for each share (as adjusted for stock dividends, combinations or splits with
respect to such shares) of Series CC Preferred Stock held by each such holder,
plus any declared but unpaid dividends on such share. The Series AA Preferred
Stock and the Series CC Preferred Stock shall rank on a parity as to the receipt
of the respective preferential amounts for each such series upon the occurrence
of such event. If upon the occurrence of such event, the assets and funds thus
distributed among the holders of the Series AA Preferred Stock and the holders
of the Series CC Preferred Stock shall be insufficient to permit the payment to
such holders of the full aforesaid preferential amounts, then, subject to the
rights of series of Preferred Stock which may from time to time come into
existence, the entire assets and funds of this Corporation legally available for
distribution shall be distributed ratably among the holders of the Series AA
Preferred Stock and the Series CC Preferred Stock (pari passu) in proportion to
the amount each such holder is otherwise entitled to receive under this
subsection 2(a).

                     (b) In the event of any liquidation, dissolution or winding
up of this Corporation, either voluntary or involuntary, subject to the rights
of series of Preferred Stock which may from time to time come into existence and
subject to, and subordinate to, the rights of holders of the shares of the
Senior Liquidation Preference Classes pursuant to Section 2(a), the holders of
Series BB Preferred Stock shall be entitled to receive, prior, senior and in
preference to any distribution of any of the assets of this Corporation to the
holders of the Series A Through E Preferred Stock or the Common Stock by reason
of their ownership thereof, an amount per share equal to $12.10 for each share
(as adjusted for any stock dividends, combinations or splits with respect to
such shares) of Series BB Preferred Stock held by each such holder, plus any
declared but unpaid dividends on such share. If upon the occurrence of such
event, after distribution of all assets and funds to the holders of the shares
of the Senior Liquidation Preference Classes in accordance with Section 2(a),
the assets and funds thus distributed among the holders of the Series BB
Preferred Stock shall be insufficient to permit the payment to such holders of
the full aforesaid preferential amounts, then, subject to the rights of series
of Preferred Stock which may from time to time come into existence, the entire
assets and funds of this Corporation legally available for distribution shall be
distributed ratably among the holders of the Series BB (pari passu) in
proportion to the amount each such holder is otherwise entitled to receive under
this subsection 2(b).



                                        4



                     (c) In the event of any liquidation, dissolution or winding
up of this Corporation, either voluntary or involuntary, subject to the rights
of series of Preferred Stock which may from time to time come into existence and
subject to, and subordinate to, the rights of the holders of shares of the
Senior Liquidation Preference Classes pursuant to Section 2(a) and the rights of
the Series BB Preferred Stock holders pursuant to Section 2(b), the holders of
Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred
Stock, the Series D Preferred Stock, and the Series E Preferred Stock shall be
entitled to receive, prior and in preference to any distribution of any of the
assets of this Corporation to the holders of the Common Stock by reason of their
ownership thereof, an amount per share equal to $14.90 for each share (as
adjusted for any stock dividends, combinations or splits with respect to such
shares) of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, and the Series E Preferred Stock (as
applicable) held by each such holder, plus any accrued but unpaid dividends on
such share. If upon the occurrence of such event, after distribution of all
assets and funds to the holders of shares of the Senior Liquidation Preference
Classes in accordance with Section 2(a) and to the holders of the Series BB
Preferred Stock in accordance with Section 2(b), the assets and funds thus
distributed among the holders of the Series A Preferred Stock, the Series B
Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and
the Series E Preferred Stock shall be insufficient to permit the payment to such
holders of the full aforesaid preferential amounts, then, subject to the rights
of series of Preferred Stock which may from time to time come into existence,
the remaining assets and funds of this Corporation legally available for
distribution shall be distributed ratably among the holders of the Series A
Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock, and the Series E Preferred Stock (pari passu) in
proportion to the amount each such holder is otherwise entitled to receive under
this subsection 2(c).

                     (d) Upon the completion of the distributions required by
subsections 2(a), 2(b) and 2(c) above, and subject to the rights of series of
Preferred Stock which may from time to time come into existence, the remaining
assets of this Corporation available for distribution to stockholders shall be
distributed among the holders of Common Stock and of the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock, and the Series E Preferred Stock with all shares of such stock
being treated as a single class for such purposes as if the holders of the
shares of such stock were the holders of the number of shares of Common Stock
into which such shares are convertible as of the record date fixed for the
determination of the holders of the Common Stock entitled to receive such
distribution.

                     (e) A consolidation or merger of this Corporation with or
into any other corporation or corporations (other than a wholly-owned subsidiary
or parent corporation) or a sale, conveyance or disposition of all or
substantially all of the assets of this Corporation or the effectuation by this
Corporation of a transaction or series of related transactions in which more
than fifty (50%) percent of the voting power of this Corporation is disposed of,
shall be deemed to be a liquidation, dissolution or winding up within the
meaning of this Section 2.

                     (f) In the event a liquidation, dissolution or winding up
of this Corporation under this Section 2 is effected, whether in whole or in
part, through a noncash distribution, the value of the assets to be distributed
to the holders of shares of Preferred Stock



                                       5



and the holders of shares of Common Stock shall, (i) in the case of
publicly-traded securities, be equal to the closing sale price for such
securities over the thirty (30) day period ending on the date immediately prior
to the closing of the transaction that is deemed to be a liquidation,
dissolution or winding up or (ii) in all other cases, the value of such
consideration shall be the fair market value thereof as reasonably determined in
good faith by the Board of Directors of this Corporation.

              (3) Conversion. The holders of the Series AA Preferred Stock, the
Series BB Preferred Stock, the Series CC Preferred Stock and the Series A
Through E Preferred Stock shall have conversion rights (the "Conversion Rights")
as follows:

                     (a) Right to Convert Series AA Preferred Stock. Each share
of Series AA Preferred Stock shall be convertible into Common Stock, in whole or
in part, by the holder thereof at any time concurrent with or after the closing
of an Initial Public Offering upon the election of such holder, with each share
of Series AA Preferred Stock converting upon such election into Common Stock at
the Series AA Conversion Ratio as provided under Section 3(f) below. The Series
AA Preferred Stock shall automatically be converted into Common Stock at the
Series AA Conversion Ratio upon the closing of the Initial Public Offering. For
all purposes herein, "Initial Public Offering" shall mean the initial public
offering of Common Stock by this Corporation, through underwriters or otherwise,
that (i) requires registration, qualification or the filing of a prospectus
under the Securities Act of 1933, (ii) raises net proceeds of at least
$40,000,000 and (iii) the offering price per share of Common Stock, when
multiplied by the Series CC Conversion Ratio in effect at the time of the
offering, shall equal or exceed $6.26 per share.

                     (b) Right to Convert Series BB Preferred Stock. Each share
of Series BB Preferred Stock shall be convertible into Common Stock, in whole or
in part, by the holder thereof at any time upon the election of such holder,
with each share of Series BB Preferred Stock converting upon such election into
0.5 shares of Common Stock, as adjusted from time to time pursuant to Section
3(f) (the "Series BB Conversion Ratio"). The Series BB Preferred Stock shall be
automatically converted into Common Stock at the Series BB Conversion Ratio upon
the closing of the Initial Public Offering.

                     (c) Right to Convert Series CC Preferred Stock. Each share
of Series CC Preferred Stock shall be convertible into shares of Common Stock,
in whole or in part, by the holder thereof at any time upon the election of such
holder, with each share of Series CC Preferred Stock converting upon such
election into Common Stock at the Series CC Conversion Ratio as provided under
Section 3(f) below. The Series CC Preferred Stock shall be automatically
converted into Common Stock at the Series CC Conversion Ratio upon the closing
of the Initial Public Offering.

                     (d) Right to Convert Series A Through E Preferred Stock.
Subject to approval by the holders of a majority of the then outstanding shares
of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, and Series E Preferred Stock (voting as a single
class), the Series A Preferred Stock, the Series B Preferred Stock, the Series C
Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock
shall be convertible, in whole or in part, by the holders thereof at any time
into



                                       6



Common Stock and a right to receive cash, with each share of Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred
Stock, or Series E Preferred Stock (as the case may be) converting upon such
election into: (i) two (2) fully paid and nonassessable shares of Common Stock
and (ii) a right to receive from this Corporation a cash payment in an amount
equal to $14.85 for each share of Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred
Stock (as applicable) held, plus all accrued but unpaid dividends on such share
(the "Cash Amount"). The holders of the Series A Through E Preferred Stock shall
have the right to condition their election to convert such Preferred Stock as
described above on the closing of the Corporation's Initial Public Offering.
Notwithstanding the foregoing, any election by the holders of the Series A
Through E Preferred Stock made before the Corporation's Initial Public Offering
to convert any share of Series A Through E Preferred Stock as described above
shall require the approval of each of (i) a majority of the then outstanding
shares of Series AA Preferred Stock and (ii) a majority of the then outstanding
shares of Series CC Preferred Stock, each voting as a separate class.

                     (e) Mechanics of Conversion. Following a conversion of the
Series AA Preferred Stock (in accordance with subsection 3(a)), Series BB
Preferred Stock (in accordance with subsection 3(b)), Series CC Preferred Stock
(in accordance with subsection 3(c)) or the Series A Through E Preferred Stock
(in accordance with subsection 3(d)), as the case may be, each holder of
Preferred Stock being so converted shall surrender the certificate or
certificates therefor, duly endorsed, at the office of this Corporation or any
transfer agent for such holder and shall indicate in writing the name or names
in which the certificate or certificates for shares of Common Stock are to be
issued. This Corporation shall issue and deliver to each such holder, or to the
nominee or nominees of such holder, a certificate or certificates for the number
of shares of Common Stock to which such holder shall be entitled pursuant to
Section 3(a), 3(b), 3(c) or 3(d) above, and, in the case of a conversion of
Series A Through E Preferred Stock, shall pay to each holder of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, or Series E Preferred Stock (as applicable) the applicable Cash
Amount for each share of Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred Stock
(as applicable) held by such holder, payable by check or wire transfer within
ten (10) calendar days following such conversion. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such election to convert such Preferred Stock (or the date of automatic
conversion), and the holder entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes as the record
holder or holders of such shares of Common Stock as of such date. If the Series
A Through E Preferred Stock holders condition the conversion upon the closing of
an Initial Public Offering, then such conversion shall not be deemed to have
occurred until immediately prior to the closing of such Initial Public Offering.
If the Series A Through E Preferred Stock holders elect a conversion pursuant to
Section 3(c) and the funds of this Corporation legally available for payment of
the total Cash Amounts upon conversion of the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred
Stock, or Series E Preferred Stock (as applicable) are insufficient at the time
of such conversion to pay in full the total Cash Amounts required upon such
conversion, those funds that are legally available at such time, if any, shall
be applied ratably to the payment of the Cash Amounts, and, thereafter, when
additional funds of this Corporation become legally available for payment of the
remaining portion of such total



                                       7



Cash Amounts, such funds shall be applied ratably to the payments of such
remaining Cash Amounts until they are paid in full.

                     (f) Conversion Ratio Adjustment for Preferred Stock. The
applicable ratio at which Common Stock shall be issued upon conversion of
Preferred Stock pursuant to Section 3(a), 3(b), 3(c) or 3(d) (the "Conversion
Ratio") shall be subject to adjustment from time to time as follows:

                            (i) In the event this Corporation shall at any time
or from time to time after the date upon which shares of any series of Preferred
Stock are first issued (the "Preferred Purchase Date") fix a record date for the
effectuation of a split or subdivision of the outstanding shares of Common Stock
or the determination of holders of Common Stock entitled to receive a dividend
or other distribution payable in additional shares of Common Stock or other
securities or rights convertible into, or entitling the holder hereof to receive
directly or indirectly, additional shares of Common Stock (hereinafter referred
to as "Common Stock Equivalents") without payment of any consideration by such
holder for the additional shares of Common Stock or the Common Stock Equivalents
(including the additional shares of Common Stock issuable upon conversion or
exercise thereof) then, as of such record date (or the date of such dividend
distribution, split or subdivision, if no record date is fixed), the Conversion
Ratio (or in the case of the Series AA Preferred Stock, the Series AA Conversion
Price, and the Series CC Preferred Stock, the Series CC Conversion Price) shall
be appropriately adjusted so that the number of shares of Common Stock issuable
upon conversion of each share of Series AA Preferred Stock, Series BB Preferred
Stock, Series CC Preferred Stock or Series A through E Preferred Stock shall be
increased in proportion to such increase of the aggregate of shares of Common
Stock outstanding and those issuable with respect to such Common Stock
Equivalents.

                            (ii) If the number of shares of Common Stock
outstanding at any time after the Preferred Purchase Date is decreased by a
combination of the outstanding shares of Common Stock, then following the record
date of such combination, the Conversion Ratio (or in the case of the Series AA
Preferred Stock, the Series AA Conversion Price, and the Series CC Preferred
Stock, the Series CC Conversion Price) shall be appropriately adjusted so that
the number of shares of Common Stock issuable upon conversion of each share of
Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred Stock
or Series A Through E Preferred Stock shall be decreased in proportion to such
decrease in outstanding shares.

                            (iii) If at any time or from time to time after the
Preferred Purchase Date there shall be a recapitalization of the Common Stock
(other than a subdivision or combination provided for elsewhere in this Section
3), provision shall be made so that the holders of the Series AA Preferred
Stock, Series BB Preferred Stock, Series CC Preferred Stock or Series A Through
E Preferred Stock shall thereafter be entitled to receive, upon conversion of
such Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred
Stock or Series A Through E Preferred Stock, the number of shares of stock or
other securities or property of this Corporation or otherwise, to which a holder
of Common Stock deliverable upon conversion would have been entitled on such
recapitalization. In any such case, an appropriate adjustment shall be made in
the application of the provisions of this Section 3



                                       8



with respect to the rights of the holders of the Preferred Stock after the
recapitalization to the end that the provisions of this Section 3 (including
adjustment of the Conversion Ratio (or in the case of the Series AA Preferred
Stock, the Series AA Conversion Price, and the Series CC Preferred Stock, the
Series CC Conversion Price) then in effect and the number of shares purchasable
upon conversion of such Series AA Preferred Stock, Series BB Preferred Stock,
Series CC Preferred Stock or Series A Through E Preferred Stock) shall be
applicable after that event as nearly equivalent as may be practicable.

                            (iv) For each share of Series AA Preferred Stock,
the "Series AA Conversion Ratio" shall be expressed as a fraction, the numerator
of which shall equal $5.7319 and the denominator of which (the "Series AA
Conversion Price") shall initially equal $11.4638. For each share of Series CC
Preferred Stock, the "Series CC Conversion Ratio" shall be expressed as a
fraction, the numerator of which shall equal $3.131 and the denominator of which
(the "Series CC Conversion Price") shall initially equal $6.262. The Series AA
Conversion Price and the Series CC Conversion Price shall be subject to
adjustment pursuant to this subsection 3(f)(iv) and as otherwise provided by
this subsection 3(f).

                                   (1) (A) If this Corporation shall issue,
after the date on which any shares of Series CC Preferred Stock were first
issued (the "Series CC Purchase Date"), to any persons any Additional Stock (as
defined below in subsection 3(f)(iv)(2)) without consideration or for a
consideration per share less than the Series AA Conversion Price or the Series
CC Conversion Price in effect immediately prior to the issuance of such
Additional Stock, then the Series AA Conversion Price and the Series CC
Conversion Price, as applicable, in effect immediately prior to each such
issuance shall forthwith (except as otherwise provided in this subsection
3(f)(iv)(1)) be adjusted to a price determined by multiplying such Series AA
Conversion Price or Series CC Conversion Price, as applicable, by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such issuance plus the number of shares of Common Stock
that the aggregate consideration received by this Corporation for such issuance
would purchase at such Series AA Conversion Price or Series CC Conversion Price,
as applicable; and the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issuance plus the number of
shares of such Additional Stock actually issued.

                                          (B) No adjustment of the Series AA
Conversion Price or the Series CC Conversion Price shall be made in an amount
less than one hundredth of one cent per share, provided, that any adjustments
which are not required to be made by reason of this sentence shall be carried
forward and shall be either taken into account in any subsequent adjustment to
the Series AA Conversion Price or the Series CC Conversion Price, as the case
may be, made prior to three (3) years from the date of the event giving rise to
the adjustment being carried forward, or shall be made at the end of three (3)
years from the date of the event giving rise to the adjustment being carried
forward. Except to the limited extent provided for in subsections
3(f)(iv)(1)(E)(III) and 3(f)(iv)(1)(E)(IV), no adjustment of such Series AA
Conversion Price or Series CC Conversion Price pursuant to this subsection
3(f)(iv)(1) shall have the effect of increasing the Series AA Conversion Price
or the Series CC Conversion Price above the Series AA Conversion Price or the
Series CC Conversion Price, as applicable, in effect immediately prior to such
adjustment.



                                       9



                                          (C) In the case of the issuance of
shares of Common Stock for cash, the consideration shall be deemed to be the
amount of cash paid therefor before deducting any reasonable discounts,
commissions or other expenses allowed, paid or incurred by this Corporation for
any underwriting or otherwise in connection with the issuance and sale thereof;
provided that any direct or indirect additional consideration paid by the
Corporation to the purchasers of the Common Stock that is not in consideration
for goods, services or other benefits provided by such purchasers pursuant to a
bona fide commercial arrangement on arms-length terms shall be deducted from the
amount of cash paid.

                                          (D) In the case of the issuance of
shares of Common Stock for a consideration in whole or in part other than cash,
the consideration other than cash shall be valued as follows: (i) in the case of
publicly-traded securities, the value shall be equal to the closing sale price
for such securities over the thirty (30) day period ending on the date
immediately prior to the closing of the transaction, or (ii) in all other cases,
the value of such consideration shall be the fair market value thereof as
reasonably determined in good faith by the Board of Directors of this
Corporation irrespective of any accounting treatment.

                                          (E) In the case of the issuance
(whether before, on or after the Series CC Purchase Date) of options, warrants
or other rights to purchase or subscribe for shares of Common Stock, securities
by their terms convertible into or exchangeable for shares of Common Stock or
options, warrants or other rights to purchase or subscribe for such convertible
or exchangeable securities, the following provisions shall apply for all
purposes of this subsection 3(f)(iv)(1) and subsection 3(f)(iv)(2):

                                                 I. The aggregate maximum number
of shares of Common Stock deliverable on exercise (assuming the satisfaction of
any conditions to exercisability, including, without limitation, the passage of
time, but without taking into account potential antidilution adjustments) of
such options, warrants or other rights to purchase or subscribe for shares of
Common Stock shall be deemed to have been issued at the time such options,
warrants or other rights were issued and for a consideration equal to the
consideration (determined in the manner provided in subsections 3(f)(iv)(1)(C)
and 3(f)(iv)(1)(D)) if any, received by this Corporation on the issuance of such
options, warrants or other rights plus the minimum exercise price provided in
such options, warrants or other rights (without taking into account potential
antidilution adjustments) for the Common Stock covered thereby.

                                                 II. The aggregate maximum
number of shares of Common Stock deliverable on conversion of, or in exchange
for (assuming the satisfaction of any conditions to convertibility or
exchangeability, including, without limitation, the passage of time, but without
taking into account potential antidilution adjustments), any such convertible or
exchangeable securities or on the exercise of options, warrants or other rights
to purchase or subscribe for such convertible or exchangeable securities and
subsequent conversion or exchange thereof shall be deemed to have been issued at
the time such securities were issued or such options, warrants or other rights
were issued and for a consideration equal to the consideration, if any, received
by this Corporation for any such securities and related options, warrants or
other rights (excluding any cash received on account of accrued interest or
accrued dividends), plus the minimum additional consideration, if any, to



                                       10



be received by this Corporation (without taking into account potential
antidilution adjustments) on the conversion or exchange of such securities or
the exercise in full of any related options, warrants or other rights (the
consideration in each case to be determined in the manner provided in
subsections 3(f)(iv)(1)(C) and 3(f)(iv)(1)(D)).

                                                 III. In the event of any change
in the number of shares of Common Stock deliverable or in the consideration
payable to this Corporation on exercise of such options, warrants or other
rights or on conversion of, or in exchange for, such convertible or exchangeable
securities, including, but not limited to, a change resulting from the
antidilution provisions thereof, the Series AA Conversion Price and the Series
CC Conversion Price, to the extent in any way affected by or computed using such
options, warrants or other rights or securities, shall be recomputed to reflect
such change, but no further adjustment shall be made for the actual issuance of
Common Stock or any payment of such consideration on the exercise of any such
options, warrants or other rights or the conversion or exchange of such
securities.

                                                 IV. On the expiration of any
such options, warrants or other rights, the termination of any such rights to
convert or exchange or the expiration of any options, warrants or other rights
related to such convertible or exchangeable securities, the Series AA Conversion
Price and the Series CC Conversion Price, to the extent in any way affected by
or computed using such options, warrants or other rights or securities or
options, warrants or other rights related to such securities, shall be
recomputed to reflect the issuance of only the number of shares of Common Stock
(and convertible or exchangeable securities which remain in effect) actually
issued on the exercise of such options, warrants or other rights, on the
conversion or exchange of such securities or on the exercise of the options,
warrants or other rights related to such securities.

                                                 V. The number of shares of
Common Stock deemed issued and the consideration deemed paid therefore pursuant
to subsections 3(f)(iv)(1)(E)(I) and (II) shall be appropriately adjusted to
reflect any change, termination or expiration of the type described in either
subsection 3(f)(iv)(1)(E)(III) or (IV).

                                   (2) "Additional Stock" shall mean any shares
of Common Stock issued, or issuable on conversion of other securities issued, by
this Corporation after the Series CC Purchase Date other than the Excluded
Stock. "Excluded Stock" means the following:

                                          (A) shares of Common Stock issuable on
conversion of any Preferred Stock, option, warrant or other security of the
Company outstanding on the Series CC Purchase Date that is exercisable for, or
exchangeable or convertible into, Common Stock.

                                          (B) shares of Common Stock issued or
issuable in an Initial Public Offering, before or in connection with which all
outstanding shares of Series CC Preferred Stock will be converted to Common
Stock,



                                       11



                                          (C) shares of Common Stock issuable in
any transaction that a majority of the members of the Board of Directors that
are not employed by the Company at such time (the "Outside Directors")
specifically determines in good faith (as reflected in a Board resolution) adds
substantial strategic value to the operations of the Company and pursuant to
which the Corporation acquires substantially all of the outstanding common stock
or other equity interests of any other corporation or entity not affiliated with
the Corporation or any substantial portion of the assets of any such entity,

                                          (D) shares of Common Stock issued to
any person or entity that is not affiliated with the Corporation which a
majority of the Outside Directors specifically determines in good faith (as
reflected in a Board resolution) (i) adds substantial strategic value to the
operations of the Corporation and (ii) is not principally a capital raising
transaction, and

                                          (E) Common Stock of this Corporation
issued or to be issued pursuant to any bona fide stock option plan, employee
incentive plan, restricted stock plan or other agreement approved by the Board
of Directors of this Corporation to employees, officers or directors of the
Corporation or any subsidiary or to consultants or advisors of the Corporation
or any subsidiary as reasonable compensation for services rendered.

                     (g) No Impairment. This Corporation will not, by amendment
of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities, or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this Corporation, but will at all times in good faith assist in the
carrying out of all the provisions hereof and in the taking of all such actions
as may be necessary or appropriate in order to protect the conversion rights of
the holders of the Series AA Preferred Stock, Series BB Preferred Stock, Series
CC Preferred Stock or Series A Through E Preferred Stock against impairment.

                     (h) No Fractional Shares. No fractional shares shall be
issued upon conversion of the Series AA Preferred Stock, Series BB Preferred
Stock, Series CC Preferred Stock or Series A Through E Preferred Stock and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share. Such rounding shall be based on the total number of shares of
Series AA Preferred Stock, Series BB Preferred Stock, Series CC Preferred Stock
or Series A Through E Preferred Stock such holder is converting into Common
Stock and the number of shares of Common Stock issuable upon such aggregate
conversion.

                     (i) Reservation of Stock Issuable Upon Conversion. This
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock solely for the purpose of effecting the
conversion of the Preferred Stock such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Preferred Stock, in addition to
such other remedies as shall be available to the holder of such Preferred Stock,
this Corporation will take such corporate action



                                       12



as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes.

              (4) Notices of Record Date. In the event of any taking by this
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, this
Corporation shall mail to each applicable holder of Preferred Stock, at least
twenty (20) days prior to the date specified therein, a notice specifying the
date on which such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.

              (5) Voting Rights. The Common Stock, the Series AA Preferred
Stock, the Series BB Preferred Stock, the Series CC Preferred Stock, the Series
A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock,
the Series D Preferred Stock, and the Series E Preferred Stock will vote
together as a single class on all matters submitted for stockholder consent or
approval. The holder of each share of Series AA Preferred Stock, Series BB
Preferred Stock and Series CC Preferred Stock shall have one vote for each share
of Common Stock into which such share of Series AA Preferred Stock, Series BB
Preferred Stock and Series CC Preferred Stock could then be converted (with any
fractional share determined on an aggregate conversion basis being rounded to
the nearest whole share). The holder of each share of Series A Preferred Stock,
each share of Series B Preferred Stock, each share of Series C Preferred Stock,
each share of Series D Preferred Stock, and each share of Series E Preferred
Stock shall have ten (10) votes for each share of Common Stock into which such
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, or Series E Preferred Stock (as applicable) could then
be converted (with any fractional share determined on an aggregate conversion
basis being rounded to the nearest whole share). With respect to such votes by
the holders of such Preferred Stock, each such share shall have full voting
rights and powers equal to the voting rights and powers of such number of shares
of Common Stock, and the holders thereof shall be entitled, notwithstanding any
provision hereof, to notice of any stockholders' meeting in accordance with the
bylaws of this Corporation, and shall be entitled to vote, together with holders
of Common Stock, with respect to any question upon which holders of Common Stock
have the right to vote.

              (6) Protective Provisions.

                     (a) In addition to the vote provided for pursuant to
Section 5 above, and subject to the rights of series of Preferred Stock which
may from time to time come into existence, so long as any shares of Series A
Through E Preferred Stock, Series AA Preferred Stock, Series BB Preferred Stock
or Series CC Preferred Stock (each, a "Class") are outstanding, this Corporation
shall not, without first obtaining the approval (by vote or written consent, as
provided by law) of the holders of at least a majority of the voting power of
the then outstanding shares of such Class:

                            (i) increase the authorized number of shares of any
series of Preferred Stock;



                                       13



                            (ii) create any new class or series of capital
stock, equity securities or any other securities convertible into capital stock
or equity securities of this Corporation (by reclassification or otherwise),
which capital stock or equity securities have a preference over or are on parity
with such Class with respect to voting, dividends, conversion, redemption or
upon liquidation;

                            (iii) redeem or repurchase any other class or series
of stock that is not expressly designated as senior to such Class in rights upon
the liquidation, dissolution or winding up of this Corporation prior to such
Class; or

                            (iv) alter or change the rights, preferences or
privileges of such Class (including such rights, preferences and privileges
conferred by Article IV) so as to adversely affect such shares of Preferred
Stock in such Class.

For purposes of clause (ii) above, this Corporation shall be deemed not to have
issued any new class of stock or equity securities (including upon the
conversion of convertible securities) ("New Securities") that have a preference
over or are on parity with any Class,

                                   (1) with respect to dividends, if such class
of New Securities is not entitled to any dividends other than a proportionate
share of any dividend declared on the Common Stock, which proportion shall be
determined in accordance with the number of shares of Common Stock into which
such New Securities are convertible;

                                   (2) with respect to conversion, if (x) such
class of New Securities is convertible only into Common Stock at a conversion
price initially not less than the liquidation preference thereof (or at a
conversion ratio not less than one share of Common Stock for each share of such
New Securities) and are automatically converted into Common Stock upon an
Initial Public Offering and (y) any adjustment to such conversion price or
conversion ratio shall be on terms no more favorable to the holders of such New
Securities than as provided in Article IV(B)(3)(f) hereof;

                                   (3) with respect to voting,

                                          (A) with respect to matters submitted
to shareholders of this Corporation generally, if such class of New Securities
has a number of votes on such matters in accordance with the number of shares of
Common Stock into which such New Securities are convertible; and

                                          (B) such class of New Securities is
entitled to approve certain matters voting as a single class, including matters
submitted to the other Classes (or any of them), so long as (I) such New
Securities do not participate with any other Class in voting on any matters
submitted to such other Class for approval and on which such other Class is
entitled to approve as a single class and (II) all other Classes have the right
to approve as a single class any matter that such New Securities have the right
to approve as a single class (or all such Classes that do not have such right
are granted such right at the time such class of New Securities is created);
and



                                       14



                                   (4) with respect to redemption, such class of
New Securities is not redeemable.

                     (b) In addition to the votes provided for pursuant to
Section 5 and Section 6 above, and subject to the rights of series of Preferred
Stock which may from time to time come into existence, so long as any shares of
Series CC Preferred Stock are outstanding, this Corporation shall not, without
the approval (by vote or written consent, as provided by law) of at least a
majority of the voting power of the then outstanding shares of the Series CC
Preferred Stock, voting together as a single class (with respect to clause (ii)
below, such approval not to be unreasonably withheld):

                            (i) (A) sell all or substantially all of its assets
or (B) approve any merger or consolidation of the Corporation whereby (1) the
Corporation is not the surviving entity and (2) more than 50% of voting power of
the surviving entity immediately after such transaction is not held by the
Corporation's stockholders immediately prior to such transaction unless the
consideration to be paid is $6.26 or more for (I) each share of Series CC
Preferred Stock or (II) that number of shares of Common Stock into which each
share of the Series CC Preferred Stock is then convertible at the Series CC
Conversion Ratio. In the event that non-cash consideration is payable in
connection with such transaction, such consideration shall, (i) in the case of
publicly-traded securities, be valued at a price equal to the closing sale price
for such securities over the thirty (30) day period ending on the date
immediately prior to the closing of the transaction, or (ii) in all other cases,
have the fair value reasonably determined in good faith by the Board of
Directors; or

                            (ii) undertake a public offering of its equity
securities, unless such public offering satisfies the conditions set forth in
the definition of Initial Public Offering in Subsection 3(a).

       (C) Common Stock.

              (1) Dividend Rights. Subject to the prior rights of holders of all
classes of stock at the time outstanding having prior rights as to dividends,
the holders of the Common Stock shall be entitled to receive, only when and if
declared by the Board of Directors, out of any assets of the Corporation legally
available therefore, such dividends as may be declared from time to time by the
Board of Directors.

              (2) Liquidation Rights. Upon the liquidation, dissolution or
winding up of this Corporation, the assets if this Corporation shall be
distributed as provided in Section B(2) of Article IV of this Certificate of
Incorporation.

              (3) Redemption. The Common Stock is not redeemable.

              (4) Voting Rights. Each share of Common Stock shall entitle the
holder thereof to one (1) vote and to vote upon such matters and in such manner
as may be provided by law.

       (D) Reverse Stock Split. Upon the filing of this Amended and Restated
Certificate of Incorporation of the Corporation in the Office of the Secretary
of State of the State



                                       15



of Delaware (the "Effective Time"), and without any further action on the part
of the Corporation or any holder, each share of common stock, $0.01 par value
per share, of the Corporation issued immediately prior to the Effective Time
(the "Pre-Existing Common Stock") shall be automatically converted into 1/2 (one
half) of a share of Common Stock (the "Reverse Stock Split") without any further
action by the holders of such shares and whether or not such shares are
surrendered to the Corporation. Each stock certificate that, immediately prior
to the Effective Time, represented shares of Pre-Existing Common Stock shall,
from and after the Effective Time, automatically and without the necessity of
presenting the same for exchange, represent that number of shares of Common
Stock into which the shares of Pre-Existing Common Stock represented by such
certificate shall have been converted; provided, that each person of record
holding a certificate that represented shares of Pre-Existing Common Stock shall
receive, upon surrender of such certificate to the Corporation, a new
certificate evidencing and representing the number of shares of Common Stock
into which the shares of Pre-Existing Common Stock represented by such
certificate shall have been converted pursuant hereto. No fractional shares of
Common Stock shall be issued in connection with the Reverse Stock Split. Upon
the completion of an Initial Public Offering and upon surrender to the
Corporation of a certificate formerly representing shares of Pre-existing Common
Stock, the Corporation shall pay to the holder of the certificate an amount in
cash (without interest) equal to the product obtained by multiplying (a) the
fraction of a share of Common Stock to which such holder (after taking into
account all shares of Pre-Existing Common Stock held immediately prior to the
Effective Time by such holder) would otherwise be entitled, by (b) the price per
share of Common Stock in the Initial Public Offering.

                                    ARTICLE V
                              AMENDMENTS TO BYLAWS

       Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the bylaws of this Corporation.

                                   ARTICLE VI
                               NUMBER OF DIRECTORS

       The number of directors of this Corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors or
by the stockholders of this Corporation.

                                   ARTICLE VII
                             ELECTIONS OF DIRECTORS

       Elections of Directors need not be by written ballot unless the bylaws of
this Corporation shall so provide.

                                  ARTICLE VIII
                            MEETINGS OF STOCKHOLDERS

       Meetings of Stockholders may be held within or outside the State of
Delaware, as the bylaws may provide. The books of this Corporation may be kept
(subject to any provision



                                       16



contained in the applicable statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the bylaws of this Corporation.

                                   ARTICLE IX
                             LIABILITY OF DIRECTORS

       A director of this Corporation shall not be personally liable to this
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to this Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law, or
(iv) for any transaction from which the director derived any improper personal
benefit. If the General Corporation Law is amended after approval by the
stockholders of this Article IX to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of this Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law as so amended.

       Any repeal or modification of the foregoing provisions of this Article IX
by the stockholders of this Corporation shall not adversely affect any right or
protection of a director of this Corporation existing at the time of such repeal
or modification.

                                    ARTICLE X
                                    AMENDMENT

       Subject to the rights granted to the stockholders pursuant to the
Protective Provisions, this Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.

                                   CERTIFICATE

       This Amended and Restated Certificate of Incorporation, including the
Amendments thereto, has been duly adopted in accordance with Sections 242 and
245 of the Delaware General Corporation Law by the written consent of a majority
of the stockholders entitled to vote, including each class or series entitled to
vote as a separate class or series, in accordance with the provisions of Section
228 of the Delaware General Corporation Law, and written notice of such
corporate action has been given to each stockholder of the Corporation who has
not so consented in writing.



                                       17



       IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by N. Robert Hammer, its Chairman and CEO and attested by Louis Miceli,
its Secretary, this 13th day of September, 2006.



                                        COMMVAULT SYSTEMS, INC.



                                        By: /s/ N. Robert Hammer
                                            Name: N. Robert Hammer
                                            Chairman and CEO



ATTEST:



By: /s/ Louis Miceli
    Name: Louis Miceli
    Secretary

                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                           OF COMMVAULT SYSTEMS, INC.

      CommVault Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

      A. The name of the corporation is CommVault Systems, Inc. The Corporation
was originally incorporated under the name CV Systems, Inc. and the original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on April 19, 1996.

      B. This Certificate of Incorporation has been duly adopted in accordance
with Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware by the Board of Directors and the Stockholders of the Corporation.

      C. This Amended and Restated Certificate of Incorporation restates,
integrates and amends the Amended and Restated Certificate of Incorporation of
this Corporation such that the text of the Amended and Restated Certificate of
Incorporation shall now read in its entirety as follows:

                                   ARTICLE I

      The name of the Corporation is CommVault Systems, Inc.

                                   ARTICLE II

      The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle, Delaware 19808. The name of its registered agent at such address
is The Prentice-Hall Corporation System, Inc.

                                  ARTICLE III

      The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.

                                   ARTICLE IV

Authorized Capital. The Corporation is authorized to issue two classes of stock,
designated "Preferred Stock" and "Common Stock." The total number of shares
which the Corporation shall have authority to issue is 300,000,000, of which
250,000,000 shares shall be Common Stock, with a par value of $0.01 per share,
and 50,000,000 shares shall be Preferred Stock, with a par value of $0.01 per
share.

Preferred Stock. The Preferred Stock may be issued from time to time in one or
more series pursuant to a resolution or resolutions providing for such issue
duly adopted by the Board of Directors (authority to do so being hereby
expressly vested in the Board of Directors). The Board



of Directors is further authorized to, by filing a certificate pursuant to the
General Corporation Law of the State of Delaware, determine or alter the
designation, powers, privileges, preferences and rights of the shares of each
such series and the qualifications, limitations and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The Board of Directors, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares in any such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.

Common Stock. Except as otherwise provided in this Certificate of Incorporation
or by applicable law, the holders of Common Stock shall be entitled to vote on
each matter on which the stockholders of the Corporation shall be entitled to
vote, and each holder of Common Stock shall be entitled to one vote for each
share of such stock held by such holder. Each share of Common Stock issued and
outstanding shall be identical in all respects one with the other, and no
dividends shall be paid on any shares of Common Stock unless the same dividend
is paid on all shares of Common Stock outstanding at the time of such payment.
Except for and subject to those rights expressly granted to the holders of
shares of Preferred Stock, or except as may be provided by the laws of the State
of Delaware, the holders of Common Stock shall have exclusively all other rights
of stockholders including, but not by way of limitation, (a) the right to
receive dividends, when and as declared by the Board of Directors out of assets
lawfully available therefor, and (b) in the event of any distribution of assets
upon a liquidation or otherwise, the right to receive ratably and equally all
the assets and funds of the Corporation remaining after the payment to the
holders of shares of Preferred Stock of the specific amounts which they are
entitled to receive upon such liquidation.

Ownership. The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.

                                   ARTICLE V

      Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

                                   ARTICLE VI

      (a) The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which constitute the whole Board of Directors of the Corporation shall be
designated in the Bylaws of the Corporation.

      (b) The Board of Directors shall be divided into three classes, as nearly
equal in size as possible, designated as Class I, Class II and Class III,
respectively. Directors shall initially be assigned to each class in accordance
with a resolution or resolutions adopted by the Board of Directors. At the first
annual meeting of stockholders following the date hereof, the term of office of
the Class I directors shall expire and Class I directors shall be elected for a
full term of


                                        2


three years. At the second annual meeting of stockholders following the date
hereof, the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the third annual
meeting of stockholders following the date hereof, the term of office of the
Class III directors shall expire and Class III directors shall be elected for a
full term of three years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three years to succeed the
directors of the class whose terms expire at such annual meeting.

      (c) Notwithstanding the foregoing provisions of this Article VI, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.

      (d) Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors and not by the stockholders.
Newly created directorships resulting from any increase in the number of
directors shall be filled by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors and not by the
stockholders. Any director elected in accordance with this Article VI (d) shall
hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.

      (e) Any director, or the entire Board of Directors, may be removed from
office at any time only for cause by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of
the then-outstanding shares of the Voting Stock, voting together as a single
class. As used herein, the term "Voting Stock" means the voting power of the
then outstanding shares of voting stock of the corporation entitled to vote
generally in the election of directors.

                                  ARTICLE VII

      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and except as provided in the next sentence of
this Article VII and Article IX, all rights conferred upon the stockholders,
directors or any other persons herein are granted subject to this right.
Notwithstanding any other provisions of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock required by law, this Certificate of Incorporation or
any Preferred Stock Designation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal Article VI, this Article VII,
Article VIII, Article XI, Article XII and Article XIII.


                                       3


                                  ARTICLE VIII

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.

                                   ARTICLE IX

      (a) To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or as may hereafter be amended, no director
of the Corporation or any subsidiary of the Corporation shall be personally
liable to the Corporation or its stockholders and shall otherwise be indemnified
by the Corporation for monetary damages for breach of fiduciary duty as a
director of the Corporation, any predecessor of the Corporation or any
subsidiary of the Corporation.

      (b) The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that such person, such person's testator or intestate is or was a director or
officer of the Corporation, any predecessor of the Corporation or any subsidiary
of the Corporation or serves or served at any other enterprise as a director or
officer at the request of the Corporation, any predecessor to the Corporation or
any subsidiary of the Corporation.

      (c) Neither any amendment nor repeal of this Article IX, nor the adoption
of any provision of the Corporation's Certificate of Incorporation inconsistent
with this Article IX shall eliminate or reduce the effect of this Article IX, in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal, or adoption of an inconsistent provision.

                                   ARTICLE X

      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) outside of
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation. No action
shall be taken by the stockholders of the Corporation except at an annual or
special meeting of the stockholders called in accordance with the Bylaws of the
Corporation.

                                   ARTICLE XI

      Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation. Except as otherwise required by law, special
meetings of the stockholders may be called only by (i) the Board of Directors
pursuant to a resolution approved by the affirmative vote of a majority of the
directors then in office, (ii) the Chairman of the Board, if one is elected, or
(iii) the Chief Executive Officer. Only those matters set forth in the notice of
the special meeting may be considered or acted upon at such special meeting,
unless otherwise provided by law.


                                       4



                                  ARTICLE XII

      Stockholders shall not be entitled to cumulative voting rights for the
election of directors.

                                  ARTICLE XIII

      The Board of Directors of the Corporation, when evaluating any offer of
another person to (A) make a tender or exchange offer for any equity security of
the Corporation, (B) merge or consolidate the Corporation with another
corporation or entity or (C) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, may, in connection with the
exercise of its judgment in determining what is in the best interest of the
Corporation and its stockholders, give due consideration to all relevant
factors, including, without limitation, those factors that Directors of any
subsidiary of the Corporation may consider in evaluating any action that may
result in a change or potential change in the control of the subsidiary, the
social and economic effect of acceptance of such offer on the Corporation's
present and future customers, creditors, suppliers and employees and on the
communities in which the Corporation operates or is located and the ability of
the Corporation to fulfill its corporate objective under applicable laws and
regulations and a comparison of the proposed consideration to be received by
stockholders in relation to the then current market price of the Corporation's
capital stock.


                                       5


      IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by N. Robert Hammer, its Chairman and Chief Executive Officer, and
attested by Warren H. Mondschein, its Secretary, the ____ day of __________,
2006.

                                     COMMVAULT SYSTEMS, INC.



                                     By:
                                         ---------------------------------------
                                         Name:  N. Robert Hammer
                                         Chairman and Chief Executive Officer


ATTEST:

By:
    -----------------------------
    Name:  Warren H. Mondschein
    Secretary


                                       6

                                                                     EXHIBIT 3.3

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                            COMMVAULT SYSTEMS, INC.,
                             A DELAWARE CORPORATION

                                [______ __], 2006



                                TABLE OF CONTENTS



                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                          
ARTICLE I      CORPORATE OFFICES...................................................................................................1

  1.1        Registered Office.....................................................................................................1

  1.2        Other Offices.........................................................................................................1

ARTICLE II     MEETINGS OF STOCKHOLDERS............................................................................................1

  2.1        Place of Meetings.....................................................................................................1

  2.2        Annual Meeting........................................................................................................1

  2.3        Special Meeting.......................................................................................................2

  2.4        Notice of Stockholders' Meetings......................................................................................2

  2.5        Advance Notice of Stockholder Nominees and Stockholder Business.......................................................2

  2.6        Conduct of Business...................................................................................................3

  2.7        Quorum................................................................................................................3

  2.8        Voting................................................................................................................4

  2.9        Advisory Stockholder Votes............................................................................................4

  2.10       Voting Procedures and Inspections of Elections........................................................................4

  2.11       Stockholder Action by Written Consent Without a Meeting...............................................................5

  2.12       Record Date for Stockholder Notice; Voting............................................................................5

  2.13       Proxies...............................................................................................................5

  2.14       List of Stockholders Entitled to Vote.................................................................................5

ARTICLE III    DIRECTORS...........................................................................................................6

  3.1        Powers................................................................................................................6

  3.2        Number................................................................................................................6

  3.3        Classes of Directors..................................................................................................6

  3.4        Resignation and Vacancies.............................................................................................7

  3.5        Place of Meetings; Meetings by Telephone..............................................................................7

  3.6        Meetings..............................................................................................................7

  3.7        Quorum................................................................................................................7

  3.8        Waiver of Notice......................................................................................................8

  3.9        Adjourned Meeting; Notice.............................................................................................8

  3.10       Conduct of Business...................................................................................................8

  3.11       Action by Means of Conference Telephone or Similar Communications Equipment...........................................8


                                       -i-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                          
  3.12       Board Action by Written Consent Without a Meeting.....................................................................8

  3.13       Fees and Compensation of Directors....................................................................................9

  3.14       Removal of Directors..................................................................................................9

ARTICLE IV     COMMITTEES..........................................................................................................9

  4.1        Committees of Directors...............................................................................................9

  4.2        Committee Minutes.....................................................................................................9

  4.3        Meetings and Action of Committees.....................................................................................9

ARTICLE V      OFFICERS...........................................................................................................10

  5.1        Officers.............................................................................................................10

  5.2        Appointment of Officers..............................................................................................10

  5.3        Removal and Resignation of Officers..................................................................................10

  5.4        Chairman of the Board................................................................................................10

  5.5        Chief Executive Officer..............................................................................................11

  5.6        President............................................................................................................11

  5.7        Vice President.......................................................................................................11

  5.8        Secretary............................................................................................................12

  5.9        Chief Financial Officer..............................................................................................12

  5.10       Assistant Secretary..................................................................................................12

  5.11       Controller...........................................................................................................12

  5.12       Authority and Duties of Officers.....................................................................................13

ARTICLE VI     INDEMNITY..........................................................................................................13

  6.1        Third Party Actions..................................................................................................13

  6.2        Actions by or in the Right of the Corporation........................................................................13

  6.3        Successful Defense...................................................................................................14

  6.4        Determination of Conduct.............................................................................................14

  6.5        Payment of Expenses in Advance.......................................................................................14

  6.6        Indemnity Not Exclusive..............................................................................................14

  6.7        Insurance Indemnification............................................................................................14

  6.8        The Corporation......................................................................................................15

  6.9        Employee Benefit Plans; Fines; Serving at the Request of the Corporation.............................................15

  6.10       Continuation of Indemnification and Advancement of Expenses..........................................................15


                                      -ii-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                                                                PAGE
                                                                                                                                ----
                                                                                                                          
  6.11       Severability.........................................................................................................15

ARTICLE VII    RECORDS AND REPORTS................................................................................................16

  7.1        Maintenance and Inspection of Records................................................................................16

  7.2        Inspection by Directors..............................................................................................16

  7.3        Representation of Shares of Other Corporations.......................................................................16

ARTICLE VIII   GENERAL MATTERS....................................................................................................17

  8.1        Checks...............................................................................................................17

  8.2        Execution of Corporate Contracts and Instruments.....................................................................17

  8.3        Stock Certificates; Partly Paid Shares...............................................................................17

  8.4        Special Designation on Certificates..................................................................................18

  8.5        Lost Certificates....................................................................................................18

  8.6        Construction; Definitions............................................................................................18

  8.7        Dividends............................................................................................................18

  8.8        Fiscal Year..........................................................................................................18

  8.9        Seal.................................................................................................................19

  8.10       Transfer of Stock....................................................................................................19

  8.11       Stock Transfer Agreements............................................................................................19

  8.12       Registered Stockholders..............................................................................................19

ARTICLE IX     AMENDMENTS.........................................................................................................19

  9.1        Amendments...........................................................................................................19


                                      -iii-


                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                            COMMVAULT SYSTEMS, INC.,
                             A DELAWARE CORPORATION

                                    ARTICLE I

                                CORPORATE OFFICES

      1.1 REGISTERED OFFICE

      The registered office of the Corporation shall be 2711 Centerville Road,
Suite 400, in the City of Wilmington, County of New Castle, State of Delaware
19808. The name of the registered agent of the Corporation at such location is
The Prentice-Hall Corporation System, Inc.

      1.2 OTHER OFFICES

      The Board of Directors may at any time establish other offices at any
place or places where the Corporation is qualified to do business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

      2.1 PLACE OF MEETINGS

      Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the Board of Directors. In the absence of any
such designation, stockholders' meetings shall be held at the registered office
of the Corporation.

      2.2 ANNUAL MEETING

      The annual meeting of stockholders shall be held each year on a date and
at a time designated by the Board of Directors. At the meeting, Directors shall
be elected and any other proper business may be transacted.



      2.3 SPECIAL MEETING

      Except as otherwise required by law, special meetings of the stockholders
may be called only in accordance with the provisions of the Corporation's
Amended and Restated Certificate of Incorporation as amended from time to time
in the manner set forth therein and in the General Corporation Law of Delaware
(the "Certificate").

      2.4 NOTICE OF STOCKHOLDERS' MEETINGS

      Except as otherwise required by law or by the Certificate or these Bylaws,
notice of each annual or special meeting of the stockholders shall be given to
each stockholder of record entitled to vote at such meeting not less than 10 nor
more than 60 days before the day on which the meeting is to be held by
delivering written notice thereof to him or her personally, or by mailing a copy
of such notice, postage prepaid, directly to him or her at his or her address as
it appears in the records of the Corporation, or by transmitting such notice
thereof to him or her at such address by telegraph, cable or other telephonic
transmission. Every such notice shall state the place, the date and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called. Except as otherwise required by law, notice of any meeting of
stockholders shall not be required to be given to any stockholder who attends
such meeting in person or by proxy or who shall, in person or by duly authorized
attorney, waive such notice in writing, either before or after such meeting.
Except as otherwise required by law or provided in these Bylaws, neither the
business to be transacted at, nor the purpose of, any meeting of the
stockholders need be specified in any such notice or waiver of notice. Notice of
any adjourned meeting of stockholders shall not be required to be given, except
when expressly required by law or these Bylaws. An affidavit of the Secretary or
an Assistant Secretary or of the transfer agent of the Corporation that the
notice has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein.

      2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

      If a stockholder desires to submit a proposal for consideration at an
annual or special stockholders' meeting, or to nominate persons for election as
Directors at any stockholders' meeting duly called for the election of
Directors, written notice of such stockholder's intent to make such a proposal
or nomination must be given and received by the Secretary at the principal
executive offices of the Corporation either by personal delivery or by United
States mail not later than (i) with respect to an annual meeting of
stockholders, 90 days prior to the anniversary date of the date on which notice
of the prior year's annual meeting was mailed to stockholders, and (ii) with
respect to a special meeting of stockholders, the close of business on the tenth
day following the date on which notice of such meeting is first sent or given to
stockholders. Each notice shall describe the proposal or nomination in
sufficient detail for the proposal or nomination to be summarized on the agenda
for the meeting and shall set forth: (i) the name and address, as it appears on
the books of the Corporation, of the stockholder who intends to make the
proposal or nomination; (ii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to present such proposal
or nomination; (iii) whether the stockholder plans to deliver or solicit proxies
from other stockholders; and (iv) the class and number of shares of the
Corporation which are beneficially owned by the stockholder. In addition, in the
case of a

                                       2


stockholder proposal, the notice shall set forth the reasons for conducting such
proposed business at the meeting and any material interest of the stockholder in
such business. In the case of a nomination of any person for election as a
Director, the notice shall set forth: (i) the name and address of any person to
be nominated; (ii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (iii) such other information regarding such nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended; and (iv) the consent of each nominee to serve as a Director of
the Corporation if so elected. The presiding officer of the annual or special
meeting shall, if the facts warrant, refuse to acknowledge a proposal or
nomination not made in compliance with the foregoing procedure, and any such
proposal or nomination not properly brought before the meeting shall not be
considered.

      2.6 CONDUCT OF BUSINESS

      Meetings of stockholders shall be presided over by the Chairman of the
Board, if any, or in his or her absence by the Chief Executive Officer, or in
his or her absence the President, or in his or her absence by a Vice President,
or in the absence of the foregoing persons by a chairman designated by the Board
of Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his or her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting. The chairman of any meeting of stockholders shall determine the
order of business and the procedures at the meeting, including such matters as
the regulation of the manner of voting and conduct of business.

      2.7 QUORUM

      The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the Certificate. If, however, such
quorum is not present or represented at any meeting of the stockholders, then
either (i) the chairman of the meeting, or (ii) the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At such adjourned meeting
at which a quorum is present or represented, any business may be transacted that
might have been transacted at the meeting as originally noticed. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

      When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provisions of the General
Corporation Law of Delaware or of the Certificate, a different vote is required,
in which case such express provision shall govern and control the decision of
the question.

                                       3


      2.8 VOTING

      The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Sections 2.12 and 2.14 of these
Bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors
and joint owners of stock and to voting trusts and other voting agreements).
Except as may be otherwise provided in the Certificate, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.

      2.9 ADVISORY STOCKHOLDER VOTES

      In order for the stockholders to adopt or approve any precatory proposal
submitted to them for the purpose of requesting the Board of Directors to take
certain actions, a majority of the outstanding stock of the Corporation entitled
to vote thereon must be voted in favor of the proposal.

      2.10 VOTING PROCEDURES AND INSPECTIONS OF ELECTIONS

            (a) The Corporation shall, in advance of any meeting of
      stockholders, appoint one or more inspectors to act at the meeting and
      make a written report thereof. The Corporation may designate one or more
      persons as alternate inspectors to replace any inspector who fails to act.
      If no inspector or alternate is able to act at a meeting of stockholders,
      the person presiding at the meeting shall appoint one or more inspectors
      to act at the meeting. Each inspector, before entering upon the discharge
      of his duties, shall take and sign an oath faithfully to execute the
      duties of inspector with strict impartiality and according to the best of
      his ability.

            (b) The inspectors shall (i) ascertain the number of shares
      outstanding and the voting power of each, (ii) determine the shares
      represented at a meeting and the validity of proxies and ballots, (iii)
      count all votes and ballots, (iv) determine and retain for a reasonable
      period a record of the disposition of any challenges made to any
      determination by the inspectors, and (v) certify their determination of
      the number of shares represented at the meeting, and their count of all
      votes and ballots. The inspectors may appoint or retain other persons or
      entities to assist the inspectors in the performance of the duties of the
      inspectors.

            (c) The date and time of the opening and the closing of the polls
      for each matter upon which the stockholders will vote at a meeting shall
      be announced at the meeting. No ballot, proxies or votes, nor any
      revocations thereof or changes thereto, shall be accepted by the
      inspectors after the closing of the polls unless the Delaware Court of
      Chancery upon application by a stockholder shall determine otherwise.

            (d) In determining the validity and counting of proxies and ballots,
      the inspectors shall be limited to an examination of the proxies, any
      envelopes submitted with those proxies, any information provided in
      accordance with Section 212(c)(2) of the General Corporation Law of
      Delaware, ballots and the regular books and records of the Corporation,
      except that the inspectors may consider other reliable information for the
      limited purpose of reconciling proxies and ballots submitted by or on
      behalf of banks,

                                       4


      brokers, their nominees or similar persons which represent more votes than
      the holder of a proxy is authorized by the record owner to cast or more
      votes than the stockholder holds of record. If the inspectors consider
      other reliable information for the limited purpose permitted in this
      Section 2.10, the inspectors at the time they make their certification
      pursuant to subsection (b)(v) of this Section 2.10 shall specify the
      precise information considered by them including the person or persons
      from whom they obtained the information, when the information was
      obtained, the means by which the information was obtained and the basis
      for the inspectors' belief that such information is accurate and reliable.

      2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

      Any action required or permitted to be taken by the stockholders must be
effected at a duly called annual or special meeting of such stockholders and may
not be effected by a consent in writing by any such stockholders.

      2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

      In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than 60 nor less than 10 days before the date of such meeting, nor
more than 60 days prior to any other action.

      If the Board of Directors does not so fix a record date, the fixing of
such record date shall be governed by the provisions of Section 213 of the
General Corporation Law of Delaware.

      A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

      2.13 PROXIES

      Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him or her by a written proxy,
signed by the stockholder and filed with the Secretary, but no such proxy shall
be voted or acted upon after 3 years from its date, unless the proxy expressly
provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(e) of the General Corporation Law of Delaware.

      2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

                                       5


      The officer who has charge of the stock ledger of a Corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The stock ledger shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list of stockholders or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders and
of the number of shares held by each such stockholder.

                                   ARTICLE III

                                    DIRECTORS

      3.1 POWERS

      Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the Certificate or these Bylaws relating to action required
to be approved by the stockholders or by the outstanding shares, the business
and affairs of the Corporation shall be managed and all corporate powers shall
be exercised by or under the direction of the Board of Directors.

      3.2 NUMBER

      The authorized number of Directors of the Corporation shall be set from
time to time in accordance with a resolution or resolutions adopted by the Board
of Directors.

      3.3 CLASSES OF DIRECTORS

      The Directors shall be divided into three classes designated as Class I,
Class II and Class III, respectively. Directors shall be initially assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the date
hereof, the term of office of the Class I Directors shall expire and Class I
Directors shall be elected for a full term of three years. At the second annual
meeting of stockholders following the date hereof, the term of office of the
Class II Directors shall expire and Class II Directors shall be elected for a
full term of three years. At the third annual meeting of stockholders following
the date hereof, the term of office of the Class III Directors shall expire and
Class III Directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, Directors shall be elected for a full
term of three years to succeed the Directors of the class whose terms expire at
such annual meeting.

      Notwithstanding the foregoing provisions of this Article, each Director
shall serve until his successor is duly elected and qualified or until his
earlier death, resignation or removal. No

                                       6


decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.

      3.4 RESIGNATION AND VACANCIES

      Any Director may resign at any time by giving written notice to the Board
of Directors, the Chairman of the Board, the Chief Executive Officer or the
Secretary. Such resignation shall take effect at the time specified in the
written notice or, if the time is not specified, upon receipt of the notice;
and, unless otherwise specified in the written notice, the acceptance of such
resignation shall not be necessary to make it effective.

      Except as otherwise required by law, vacancies on the Board of Directors
will be filled in accordance with the Certificate.

      3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

      The Board of Directors of the Corporation may hold meetings, both regular
and special, either within or outside the State of Delaware. Unless otherwise
restricted by the Certificate or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.

      3.6 MEETINGS

      Meetings of the Board of Directors may be called at any time by the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Secretary or any two Directors.

      Notice of the time and place of meetings shall be delivered personally or
by telephone to each Director or sent by first-class mail, electronic mail,
facsimile or telegram, charges prepaid, addressed to each Director at the
Director's address as it is shown on the records of the Corporation. If the
notice is mailed, it shall be deposited in the United States mail at least four
days before the time of the holding of the meeting. If the notice is delivered
personally or by telephone, electronic mail, facsimile or telegram, it shall be
delivered at least 48 hours before the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated either to the
Director or to a person at the office of the Director who the person giving the
notice has reason to believe will promptly communicate it to the Director. The
notice need not specify the purpose or, if the meeting is to be held at the
principal executive office of the Corporation, the place of the meeting.

      3.7 QUORUM

      A majority of the total number of Directors then in office shall be
present in person at any meeting of the Board of Directors in order to
constitute a quorum for the transaction of business at such meeting, and the
vote of a majority of those Directors present at any such meeting at which a
quorum is present shall be necessary for the passage of any resolution or act of
the

                                       7


Board of Directors, except as otherwise expressly required by law, the
Certificate or these Bylaws. A Director who is in attendance at a meeting of the
Board of Directors but who abstains from the vote on any matter by announcing
his abstention to the person acting as secretary of the meeting and not voting
on such matter shall not be deemed present at such meeting for purposes of the
preceding sentence with respect to such vote, but shall be deemed present at
such meeting for all other purposes.

      3.8 WAIVER OF NOTICE

      Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the Certificate or these Bylaws, a written
waiver thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Directors, or members
of a committee of Directors, need be specified in any written waiver of notice
unless so required by the Certificate or these Bylaws.

      3.9 ADJOURNED MEETING; NOTICE

      If a quorum is not present at any meeting of the Board of Directors, then
the Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

      3.10 CONDUCT OF BUSINESS

      Meetings of the Board of Directors shall be presided over by the Chairman
of the Board, if any, or in his or her absence by the Chief Executive Officer
(if he or she is a Director), or in their absence by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his or her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting. The chairman of any meeting shall determine the order of
business and the procedures at the meeting.

      3.11 ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS
EQUIPMENT

      Any one or more members of the Board of Directors or any committee
thereof, may participate in a meeting of such Board of Directors or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person at
such meeting.

      3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

      Unless otherwise restricted by the Certificate or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board of Directors or committee, as the case

                                       8


may be, consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board of Directors or committee.

      3.13 FEES AND COMPENSATION OF DIRECTORS

      Unless otherwise restricted by the Certificate or these Bylaws, the Board
of Directors shall have the authority to fix the compensation of Directors. The
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

      3.14 REMOVAL OF DIRECTORS

      Except as otherwise required by law, Directors may be removed only in
accordance with the provisions of the Certificate.

                                   ARTICLE IV

                                   COMMITTEES

      4.1 COMMITTEES OF DIRECTORS

      The Board of Directors may, by resolution passed by a majority of the
whole Board of Directors, designate one or more committees, with each committee
to consist of one or more of the Directors of the Corporation. The Board of
Directors may designate one or more Directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Except as expressly limited by law, the
Certificate or these Bylaws, any such committee, to the extent provided in the
resolution of the Board of Directors or in these Bylaws, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation.

      4.2 COMMITTEE MINUTES

      Each committee shall keep regular minutes of its meetings and report the
same to the Board of Directors when required.

      4.3 MEETINGS AND ACTION OF COMMITTEES

      Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these Bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.6 (meetings),
Section 3.7 (quorum), Section 3.8 (waiver of notice), Section 3.9 (adjournment
and notice of adjournment), Section 3.10 (conduct of

                                       9


business), Section 3.11 (action by means of conference telephone or similar
communications equipment) and 3.12 (action without a meeting), with such changes
in the context of those Bylaws as are necessary to substitute the committee and
its members for the Board of Directors and its members; provided, however, that
the time of regular meetings of committees may also be called by resolution of
the Board of Directors and that notice of meetings of committees shall also be
given to all alternate members, who shall, except as required by law, have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these Bylaws and applicable law.

                                    ARTICLE V

                                    OFFICERS

      5.1 OFFICERS

      The officers of the Corporation shall be a Chief Executive Officer, one or
more Vice Presidents, a Secretary, a Chief Financial Officer and a Controller.
The Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, a President, a Chief Operating Officer, one or more
Executive, Senior or Assistant Vice Presidents, Assistant Secretaries and any
such other officers as may be appointed in accordance with the provisions of
Section 5.2 of these Bylaws. Any number of offices may be held by the same
person.

      5.2 APPOINTMENT OF OFFICERS

      Except as otherwise provided in this Section 5.2, the officers of the
Corporation shall be appointed by the Board of Directors, subject to the rights,
if any, of an officer under any contract of employment. The Board of Directors
may appoint, or empower an officer to appoint, such officers and agents of the
business as the Corporation may require (whether or not such officer or agent is
described in this Article V), each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in these Bylaws or
as the Board of Directors may from time to time determine. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors or
may be filled by the officer, if any, who appointed such officer.

      5.3 REMOVAL AND RESIGNATION OF OFFICERS

      Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or
special meeting of the Board of Directors or, except in the case of an officer
chosen by the Board of Directors, by any officer upon whom such power of removal
may be conferred by the Board of Directors or, in the case of an officer
appointed by another officer, by such other officer.

      Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.

                                       10


      5.4 CHAIRMAN OF THE BOARD

      The Chairman of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board of Directors and exercise and perform
such other powers and duties as may from time to time be assigned to him or her
by the Board of Directors or as may be prescribed by these Bylaws.

      5.5 CHIEF EXECUTIVE OFFICER

      The Chief Executive Officer of the Corporation shall, subject to the
control of the Board of Directors, have general supervision, direction and
control of the business and the officers of the Corporation. He or she, if a
Director, shall preside at all meetings of the stockholders and, in the absence
or nonexistence of a Chairman of the Board at all meetings of the Board of
Directors. He or she shall have the general powers and duties of management
usually vested in the chief executive officer of a corporation, including
general supervision, direction and control of the business and supervision of
other officers of the Corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or these Bylaws.

      The Chief Executive Officer shall, without limitation, have the authority
to execute bonds, mortgages and other contracts requiring a seal, under the seal
of the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

      5.6 PRESIDENT

      Subject to such supervisory powers as may be given by these Bylaws or the
Board of Directors to the Chairman of the Board or the Chief Executive Officer,
if there be such officers, the President shall have general supervision,
direction and control of the business and supervision of other officers of the
Corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws. In the event a Chief Executive Officer
shall not be appointed, the President shall have the duties of such office.

      5.7 VICE PRESIDENT

      In the absence or disability of the President, the Vice Presidents, if
any, in order of their rank as fixed by the Board of Directors or, if not
ranked, a Vice President designated by the Board of Directors, shall perform all
the duties of the President and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board of Directors, these Bylaws,
the Chief Executive Officer, the President or the Chairman of the Board.

                                       11


      5.8 SECRETARY

      The Secretary shall keep or cause to be kept, at the principal executive
office of the Corporation or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of Directors, committees
of Directors, and stockholders. The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at Directors' meetings or
committee meetings, the number of shares present or represented at stockholders'
meetings, and the proceedings thereof. The Secretary shall keep, or cause to be
kept, at the principal executive office of the Corporation or at the office of
the Corporation's transfer agent or registrar, as determined by resolution of
the Board of Directors, a share register, or a duplicate share register, showing
the names of all stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates evidencing such shares,
and the number and date of cancellation of every certificate surrendered for
cancellation. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required to be given
by law or by these Bylaws. He or she shall keep the seal of the Corporation, if
one be adopted, in safe custody and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by these
Bylaws.

      5.9 CHIEF FINANCIAL OFFICER

      The Chief Financial Officer shall deposit all money and other valuables in
the name and to the credit of the Corporation with such depositaries as may be
designated by the Board of Directors. He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
Chief Executive Officer and Directors, whenever they request it, an account of
all of his or her transactions as treasurer and of the financial condition of
the Corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or these Bylaws.

      5.10 ASSISTANT SECRETARY

      The Assistant Secretary, or, if there is more than one, the Assistant
Secretaries in the order determined by the stockholders or Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the stockholders may from time to time prescribe.

      5.11 CONTROLLER

      The Controller shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings
and shares. The books of account shall at all reasonable times be open to
inspection by any Director. He or she shall render to the Chief Executive
Officer, the President, the Chief Financial Officer and the Directors, whenever
they request it, such reports as

                                       12


any of them may require, and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or these Bylaws.

      5.12 AUTHORITY AND DUTIES OF OFFICERS

      In addition to the foregoing authority and duties, all officers of the
Corporation shall have such authority and perform such duties in the management
of the business of the Corporation as may be designated from time to time by the
Board of Directors or the stockholders.

                                   ARTICLE VI

                                    INDEMNITY

      6.1 THIRD PARTY ACTIONS

      The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that the person is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

      6.2 ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

      The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a Director, officer, employee or
agent of Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly

                                       13


and reasonably entitled to indemnity for such expenses which the Delaware Court
of Chancery or such other court shall deem proper.

      6.3 SUCCESSFUL DEFENSE

      To the extent that a present or former Director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.

      6.4 DETERMINATION OF CONDUCT

      Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that the indemnification of the present or former Director,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections 6.1 and 6.2. Such
determination shall be made, with respect to a person who is a Director or
officer at the time of such determination, (1) by a majority vote of the
Directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such Directors designated by
majority vote of such Directors, even though less than a quorum or (3) if there
are no such Directors, of if such Directors so direct, by independent legal
counsel in a written opinion, or (4) by the stockholders.

      6.5 PAYMENT OF EXPENSES IN ADVANCE

      Expenses (including attorney's fees) incurred by an officer, Director,
employee, agent, former Director or former officer of the Corporation in
defending a civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the Director or officer to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article VI.

      6.6 INDEMNITY NOT EXCLUSIVE

      The indemnification and advancement of expenses provided by, or granted
pursuant to, the other sections of this Article VI shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

      6.7 INSURANCE INDEMNIFICATION

      The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her

                                       14


status as such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this Article VI.

      6.8 THE CORPORATION

      For purposes of this Article VI, references to "the Corporation" shall
include, in addition to the resulting Corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article VI (including, without limitation
the provisions of Section 6.4) with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

      6.9 EMPLOYEE BENEFIT PLANS; FINES; SERVING AT THE REQUEST OF THE
CORPORATION

      For purposes of this Article VI, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a Director, officer, employee or agent of the Corporation that
imposes duties on, or involves services by, such Director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VI.

      6.10 CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

      The indemnification and advance of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

      6.11 SEVERABILITY

      If any provision or provisions of this Article VI shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (i) the validity,
legality and enforceability of the remaining provisions of this Article VI
(including, without limitation, each portion of any Section of this Article VI
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way
be affected or impaired thereby; and (ii) to the fullest extent possible, the
provisions of this Article VI (including, without limitation, each such portion
of any Section of this Article VI containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so

                                       15


as to give effect to the intent manifested by the provision or provisions held
invalid, illegal or unenforceable.

                                   ARTICLE VII

                               RECORDS AND REPORTS

      7.1 MAINTENANCE AND INSPECTION OF RECORDS

      The Corporation shall, either at its principal executive office or at such
place or places as designated by the Board of Directors, keep a record of its
stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these Bylaws as amended to date,
accounting books, and other records.

      Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal place of
business.

      7.2 INSPECTION BY DIRECTORS

      Any Director shall have the right to examine the Corporation's stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a Director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a Director
is entitled to the inspection sought. The Court may summarily order the
Corporation to permit the Director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

      7.3 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

      The Chairman of the Board, the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Secretary or an Assistant
Secretary of this Corporation, or any other person authorized by the Board of
Directors or the Chief Executive Officer, the President or a Vice President, is
authorized to vote, represent, and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

                                       16


                                  ARTICLE VIII

                                 GENERAL MATTERS

      8.1 CHECKS

      From time to time, the Board of Directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the Corporation, and only the persons so authorized
shall sign or endorse those instruments.

      8.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

      The Board of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

      8.3 STOCK CERTIFICATES; PARTLY PAID SHARES

      The shares of a corporation shall be represented by certificates, provided
that the Board of Directors of the Corporation may provide by resolution or
resolutions that some or all of any or all classes or series of its stock shall
be uncertificated shares. Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the Board of
Directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the Corporation by the Chairman or a vice-chairman
of the Board of Directors, or the Chief Executive Officer, the President or any
Vice President, and by the Chief Financial Officer, the Secretary or any
Assistant Secretary representing the number of shares registered in certificate
form. Any or all of the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

      The Corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares or upon the books and records of the Corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the Corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

                                       17


      8.4 SPECIAL DESIGNATION ON CERTIFICATES

      If the Corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the Corporation shall issue to represent
such class or series of stock a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and or rights.

      8.5 LOST CERTIFICATES

      Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and canceled at the same time. The Corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his or her legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

      8.6 CONSTRUCTION; DEFINITIONS

      Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the General Corporation Law of Delaware shall
govern the construction of these Bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a Corporation and a natural
person.

      8.7 DIVIDENDS

      The Directors of the Corporation, subject to any restrictions contained in
the Certificate and these Bylaws, may declare and pay dividends upon the shares
of its capital stock pursuant to the General Corporation Law of Delaware.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock.

      The Directors of the Corporation may set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
Corporation, and meeting contingencies.

      8.8 FISCAL YEAR

                                       18


      The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors and may be changed by the Board of Directors.

      8.9 SEAL

      The Corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

      8.10 TRANSFER OF STOCK

      Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

      8.11 STOCK TRANSFER AGREEMENTS

      The Corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
Corporation to restrict the transfer of shares of stock of the Corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

      8.12 REGISTERED STOCKHOLDERS

      The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE IX

                                   AMENDMENTS

      9.1 AMENDMENTS

      The original or other Bylaws of the Corporation may be adopted, amended or
repealed by the stockholders entitled to vote; provided, however, that the
Corporation may, in its Certificate, confer the power to adopt, amend or repeal
Bylaws upon the Directors. The fact that such power has been so conferred upon
the Directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal Bylaws. Any adoption of new Bylaws or amendment
or repeal of these Bylaws must be approved by the holders of two-thirds of the
shares entitled to vote on such matter.

                                       19

COUNTERSIGNED AND REGISTERED
                         REGISTRAR AND TRANSFER COMPANY
                                 (CRANFORD, NJ)
                                             TRANSFER AGENT AND REGISTRAR

                                                            AUTHORIZED SIGNATURE

                                                                     Exhibit 4.1


                                                                                                                     
COMMON STOCK                                                                                                            COMMON STOCK

 *CV___*                                                                                                                  *______*
                                                      COMMVAULT SYSTEMS, INC.

                                        INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                                                                 SEE REVERSE FOR CERTAIN DEFINITIONS
                                                                                                                   CUSIP 204166 10 2

THIS CERTIFIES THAT

IS THE OWNER OF


                   FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 PER SHARE OF THE COMMON STOCK OF

                                                      COMMVAULT SYSTEMS, INC.


  transferable only on the books of the Corporation in person or by attorney upon surrender of this Certificate properly endorsed.

               This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

              WITNESS the facsimile seal of the Corporation and facsimile signatures of its duly authorized officers.

              Dated:



         /s/ Warren H. Mondschein                       [Corporate Seal]                           /s/ N. Robert Hammer

VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY                                       CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT




THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH SHARE OWNER WHO SO REQUESTS
A STATEMENT OF THE DESIGNATIONS, TERMS, RELATIVE RIGHTS, PRIVILEGES,
LIMITATIONS, PREFERENCE AND VOTING POWERS AND THE PROHIBITIONS, RESTRICTIONS
AND QUALIFICATIONS OF THE VOTING AND OTHER RIGHTS AND POWERS OF THE SHARES OF
EACH CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE
VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH
SERIES OF EACH CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IN
SERIES INSOFAR AS THE SAME HAVE BEEN FIXED AND DETERMINED, AND OF THE AUTHORITY
OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE RELATIVE RIGHTS AND
PREFERENCES OF SUBSEQUENT SERIES.

      The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM   - as tenants in common
TEN ENT   - as tenants by the entireties
JT TEN    - as joint tenants with right of survivorship and not as tenants in
            common


UNIF GIFT MIN ACT- ____ Custodian ____________
                      (Cust)                 (Minor)
                      under Uniform Gifts to Minors
                      Act _____________
                             (State)

UNIF TRANS MIN ACT- ___ Custodian ____________
                      (Cust)                 (Minor)
                      under Uniform Transfer to Minors
                      Act _____________
                             (State)

    Additional abbreviations may also be used though not in the above list.


FOR VALUE RECEIVED, ______________________________ hereby sell, assign and
transfer unto ______


PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________

________________________________________________________________________________

________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

________________________________________________________________________________

_________________________________________________________________________ Shares

of the common stock represented by the within Certificate, and do hereby

irrevocably constitute and appoint _____________________________________________

________________________________________________________________________________

Attorney to transfer the said stock on the books of the within-named Corporation

with full power of substitution in the premises.

Dated, __________________________



                                   X ___________________________________________

                                   X ___________________________________________

                            NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
                                    MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
                                    UPON THE FACE OF THE CERTIFICATE IN EVERY
                                    PARTICULAR, WITHOUT ALTERATION OR
                                    ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Signature(s) Guaranteed



By ___________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17AD-15.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

                                                                     EXHIBIT 5.1

                                                                          (MAYER
                                                                           BROWN
                                                                           ROWE
                                                                           & MAW
                                                                           LOGO)

September 15, 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

CommVault Systems, Inc.
2 Crescent Place
Oceanport, NJ 07757

Re:  Registration Statement on Form S-1
     File No. 333-132550

Ladies and Gentlemen:

     We have acted as counsel to CommVault Systems, Inc., a Delaware corporation
(the "Company"), in connection with the corporate proceedings (the "Corporate
Proceedings") taken and to be taken relating to the public offering by the
Company and by certain stockholders of the Company of up to 12,777,778 shares of
the Company's common stock, $0.01 par value per share (the "Common Stock"). We
have also participated in the preparation of the Company's Registration
Statement on Form S-1 (File No. 333-132550) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to such Shares. The Company will
offer and may sell up to 6,148,148 of such shares of Common Stock pursuant to
the Registration Statement (the "Primary Shares") and up to 6,629,630 of such
shares of Common Stock will be offered and may be sold by certain selling
stockholders pursuant to the Registration Statement (the "Secondary Shares").
Certain of the Secondary Shares will be issued to the selling stockholders upon
conversion of the outstanding shares of the Company's preferred stock (the
"Conversion"). In rendering the opinion set forth below, we have examined such
corporate and other records, instruments, certificates and documents as we
considered necessary to enable us to express this opinion.

     Based upon the foregoing, we are of the opinion that:

     1. Upon completion of the Corporate Proceedings, the Primary Shares will
have been duly authorized and, when the Primary Shares are delivered in
accordance with the Underwriting Agreement in substantially the form filed as
Exhibit 1.1 to the Registration Statement and the Corporate Proceedings, will be
validly issued, fully paid and non-assessable.

     2. The Secondary Shares which are currently outstanding ware validly
issued, fully paid and non-assessable.




CommVault Systems, Inc.
September 15, 2006
Page 2

     3. Upon completion of the Corporate Proceedings, the Secondary Shares which
will be issued in the Conversion will be validly issued, fully paid and
non-assessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement.

                                             Very truly yours,



                                             /s/ Mayer, Brown, Rowe & Maw LLP

                                             Mayer, Brown, Rowe & Maw LLP

                                                                     EXHIBIT 9.1

                             VOTING TRUST AGREEMENT

                              Relating to Shares of


                             COMMVAULT SYSTEMS, INC.


         THIS VOTING TRUST AGREEMENT (the "AGREEMENT") is made and entered into
as of September [-], 2006,1 by and among Sprout CEO Fund, L.P. ("SPROUT CEO
FUND"), DLJ Capital Corporation ("DLJ CAPITAL"), Sprout Growth II, L.P. ("SPROUT
GROWTH II"), Sprout Capital VII, L.P. ("SPROUT CAPITAL VII"), Sprout Capital IX,
L.P. ("SPROUT CAPITAL IX"), Sprout Entrepreneurs' Fund, L.P. ("SPROUT
ENTREPRENEURS' FUND"), Sprout IX Plan Investors, L.P. ("SPROUT IX PLAN
INVESTORS"), DLJ Merchant Banking Partners, L.P. ("DLJ MERCHANT BANKING
PARTNERS"), DLJ International Partners, C.V. ("DLJ INTERNATIONAL PARTNERS"), DLJ
Offshore Partners, C.V. ("DLJ OFFSHORE PARTNERS"), DLJMB Funding, Inc. ("DLJMB
FUNDING"), DLJ First ESC, L.P. ("DLJ FIRST ESC") and DLJ ESC II, L.P. ("DLJ ESC
II" and, together with Sprout CEO Fund, DLJ Capital, Sprout Growth II, Sprout
Capital VII, Sprout Capital IX, Sprout Entrepreneurs' Fund, Sprout IX Plan
Investors, DLJ Merchant Banking Partners, DLJ International Partners, DLJ
Offshore Partners, DLJMB Funding and DLJ First ESC, the "STOCKHOLDERS"), Wells
Fargo Bank, N.A., as trustee (together with its successors in such capacity, the
"TRUSTEE"), Credit Suisse First Boston Private Equity, Inc., a Delaware
corporation, and its successors ("CS PRIVATE EQUITY") and Credit Suisse
Securities (USA) LLC, a Delaware limited liability company, and its successors
("CS SECURITIES").

         WHEREAS, the parties hereto desire to record their arrangements with
respect to shares of common stock, par value $.01 per share ("COMMON STOCK"), of
CommVault Systems, Inc., a Delaware corporation (the "CORPORATION"), Series A
Preferred Stock, par value $.01 per share ("SERIES A PREFERRED STOCK"), of the
Corporation, Series B Preferred Stock, par value $.01 per share ("SERIES B
PREFERRED STOCK"), of the Corporation, Series C Preferred Stock, par value $.01
per share ("SERIES C PREFERRED STOCK"), of the Corporation, Series D Preferred
Stock, par value $.01 per share ("SERIES D PREFERRED STOCK"), of the
Corporation, Series E Preferred Stock, par value $.01 per

- --------------------------
(1) To be executed at the closing of the initial public offering.




share ("SERIES E PREFERRED STOCK" and, together with the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock, the "SERIES A - E PREFERRED STOCK"), of the Corporation, Series AA
Preferred Stock, par value $.01 per share ("SERIES AA PREFERRED STOCK"), of the
Corporation, Series BB Preferred Stock, par value $.01 per share ("SERIES BB
PREFERRED STOCK"), of the Corporation, and Series CC Preferred Stock, par value
$.01 per share ("SERIES CC PREFERRED STOCK" and, together with the Series A - E
Preferred Stock, Series AA Preferred Stock and Series BB Preferred Stock, the
"PREFERRED STOCK"), of the Corporation.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Certain Definitions. In this Agreement:

         (a) "CAPITAL STOCK" of any person means any and all shares, interests
(including partnership interests), rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such person, but excluding debt securities convertible into such
equity.

         (b) "COMMON SHARE" means a share of Common Stock.

         (c) "CONTROL AFFILIATE" means CS Private Equity (as defined above) and
any person controlling, controlled by or under common control with, directly or
indirectly, CS Private Equity.

         (d) "CS AFFILIATE" means any person who is a Control Affiliate,
Employee Affiliate or Other Affiliate.

         (e) "CS PARENT" means Credit Suisse (USA) Inc., a Delaware corporation,
and its successors.

         (f) "EMPLOYEE AFFILIATE" means any person employed by (or who is the
spouse, relative or relative of a spouse, in each case residing in the home of a
person employed by) a Control Affiliate.

         (g) "EXCHANGE ACT" means the Securities Exchange Act of 1934.

         (h) "EXCLUDED CAPITAL STOCK" means shares of Capital Stock of the
Corporation that any CS Affiliate owns (or has the right to acquire within 60
days) that are not subject to this Agreement.

         (i) "HOLDER" means from time to time, any person for whom Shares are
held hereunder by the Trustee.

         (j) "LOCKUP AGREEMENTS" means collectively the agreements between each
of the parties to this Agreement (other than the Trustee, CS Private Equity and
CS Securities)

                                       2



and CS Securities and Goldman, Sachs & Co., in each case dated as of [January
17] 2, 2006.

         (k) "NEW REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of September [-], 2006,3 among the Corporation, each of the
Stockholders, Thomas J. Barry, Larry Cormier, Randy Fodero, Robert
Freiburghouse, Bob Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom
Miller and Scotty R. Neal.

         (l) "OTHER AFFILIATE" means any person that has a substantial business
relationship with a Control Affiliate and which is not itself a Control
Affiliate.

         (m) "PERSON" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

         (n) "PREFERRED SHARE" means a share of Preferred Stock.

         (o) "SECURITIES ACT" means the Securities Act of 1933.

         (p) "SERIES AA REGISTRATION RIGHTS AGREEMENT" means the Amended and
Restated Registration Rights Agreement, dated as of September 2, 2003, entered
into by and among the Corporation and certain of its stockholders, related to
shares of Series AA Preferred Stock.

         (q) "SERIES BB REGISTRATION RIGHTS AGREEMENT" means the Amended and
Restated Registration Rights Agreement, dated as of September 2, 2003, entered
into by and among the Corporation and certain of its stockholders, related to
shares of Series BB Preferred Stock.

         (r) "SERIES CC REGISTRATION RIGHTS AGREEMENT" means the Amended and
Restated Registration Rights Agreement, dated as of September 2, 2003, entered
into by and among the Corporation and certain of its stockholders, related to
shares of Series CC Preferred Stock.

         (s) "SHARE" means a Common Share, Preferred Share or any other Share
Equivalent.

         (t) "SHARE EQUIVALENT" means at any time any security convertible into,
exchangeable for, or carrying the right to acquire Common Stock or
subscriptions, warrants, options, rights or other arrangements obligating the
Corporation to issue or

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

(2) CS Private Equity to confirm.

(3) To be executed at the closing of the initial public offering.

                                        3



dispose of any of shares of Common Stock, regardless whether such security is
convertible, exchangeable or exercisable at such time.

         (u) "STOCKHOLDERS AGREEMENT" means the Amended and Restated
Stockholders Agreement dated as of May 22, 2006, among the Corporation, each of
the Stockholders, Thomas J. Barry, Larry Cormier, Randy Fodero, Robert
Freiburghouse, Bob Gailus, N. Robert Hammer, David H. Ireland, Lou Miceli, Tom
Miller and Scotty R. Neal.

         (v) "VOTING STOCK" of a person means all classes of Capital Stock of
such person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees thereof.

         SECTION 2. Deposit.

         (a) Each of the Stockholders hereby duly assigns and delivers or has
caused to be duly assigned and delivered to the Trustee to be held pursuant to
this Agreement the number of Shares set forth opposite its name on Schedule A
attached hereto (the "INITIAL DEPOSIT"). Upon the request of CS Securities, each
of the Stockholders shall assign and deliver such number of Shares from time to
time owned by such Stockholder such that, when together with all other Excluded
Capital Stock owned by CS Affiliates, the Excluded Capital Stock owned by such
Stockholder does not represent five percent (5%) or more in the aggregate of the
total voting power of the Voting Stock of the Corporation outstanding at such
time. Subject to the provisions of Section 2(b) below, each of the parties to
this Agreement (other than the Trustee) shall from time to time deliver or cause
to be delivered by entities under its control to the Trustee all Shares owned by
any CS Affiliate or acquired by any CS Affiliate such that Excluded Capital
Stock owned by CS Affiliates does not represent five percent (5%) or more in the
aggregate of the total voting power of the Voting Stock of the Corporation
outstanding at such time.

         (b) For purposes of determining whether five percent (5%) or more in
the aggregate of the total number of shares of the Voting Stock of the
Corporation at any time outstanding are owned by CS Affiliates, there shall be
excluded, and no deposit of Shares shall be required hereunder as a consequence
of, any Shares:

                  (i) held by CS Securities or any other Control Affiliate that
         is registered as a broker-dealer under the Exchange Act, if such shares
         are held in connection with its normal trading activities as a
         broker-dealer; provided, however, that CS Parent shall cause CS
         Securities or such other Control Affiliate to agree that it will not
         vote such shares,

                  (ii) held by CS Securities or any other Control Affiliate that
         is a registered broker-dealer under the Exchange Act, if such shares
         are held in a syndicate or trading account and were acquired by it in
         its capacity as an underwriter or placement agent, whether in an
         offering registered under the Securities Act or otherwise; provided,
         however, that CS Parent shall cause CS Securities or such other Control
         Affiliate to agree that it will not vote such shares,

                                       4



                  (iii) held by CS Securities for the account of any person
         other than a Control Affiliate or Employee Affiliate or in the name of
         a customer account, which customer is a person other than a Control
         Affiliate or Employee Affiliate; provided, however, that CS Securities
         may vote the shares only when instructed by the beneficial owner
         thereof or as otherwise permitted under the rules of the primary
         national securities exchange on which the Shares are listed, if any,

                  (iv) held in an investment advisory account as to which a
         Control Affiliate is an investment advisor, the assets of which account
         are not owned by a Control Affiliate, or

                  (v) held by an Employee Affiliate other than a person holding
         the position of Managing Director or above (or performing the
         comparable function) of CS Securities or any of its subsidiaries or
         held by an Other Affiliate, unless in either case a contract or other
         arrangement (other than this Agreement) regarding the voting of such
         Shares exists between such Employee Affiliate or Other Affiliate and
         any Control Affiliate.

         (c) From time to time after the date hereof, any Holder or any CS
Affiliate may deposit additional Shares to be held pursuant to this Agreement by
assigning and delivering such Shares to the Trustee.

         (d) The Trustee hereby acknowledges that the Shares deposited with the
Trustee pursuant to the Initial Deposit are subject to the Lockup Agreements.

         SECTION 3. Transfer on Books of Corporation. The Trustee shall, to the
extent applicable, cause all Shares transferred to or deposited with it in its
capacity as Trustee hereunder (such Shares, the "TRUST SHARES") to be registered
as transferred to it as Trustee on the books of the Corporation and will issue
and deliver by first class mail or overnight courier to each Holder a Voting
Trust Certificate (a "TRUST CERTIFICATE") for the number of Shares so
transferred to the Trustee.

         SECTION 4. Form. Trust Certificates shall be in substantially the
following form (with such modifications as may be appropriate if the applicable
Trust Certificate represents Share Equivalents):

                  "THIS VOTING TRUST CERTIFICATE MAY BE TRANSFERRED TO A CS
                  AFFILIATE (AS DEFINED IN THE VOTING TRUST AGREEMENT (AS
                  DEFINED BELOW) AND IS SUBJECT TO TERMS AND CONDITIONS SET
                  FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF SEPTEMBER [-],
                  2006 (THE "VOTING TRUST AGREEMENT"), A COPY OF WHICH HAS BEEN
                  FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF
                  COMMVAULT SYSTEMS, INC., A DELAWARE

                                       5



                  CORPORATION (THE "CORPORATION"). SUCH COPY IS OPEN TO
                  INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF
                  THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED
                  PURSUANT TO SUCH VOTING TRUST AGREEMENT.

                             CommVault Systems, Inc.

                            VOTING TRUST CERTIFICATE

                    Certificate No. ____ No. of Shares ______

         This certifies that ____________ (the "HOLDER") has transferred to the
undersigned Trustee the above-stated number of shares of Common Stock, par value
$.01 per share, of CommVault Systems, Inc., a Delaware corporation (the
"CORPORATION"), to be held by the Trustee pursuant to the terms of the Voting
Trust Agreement dated as of September [-], 2006 (the "VOTING TRUST AGREEMENT"),
a copy of which agreement has been delivered to the above-named Holder and filed
in the registered office of the Corporation in the State of Delaware. The
Holder, or his or its registered assigns, will be entitled (i) to receive
payments equal to any and all cash dividends collected by the Trustee on the
above-stated number of shares, (ii) to receive all other dividends or
distributions except to the extent that property received is required to be
deposited in the trust created by the Voting Trust Agreement and (iii) to the
delivery of a certificate or certificates for that number of shares on the
termination of the Voting Trust Agreement, in accordance with its provisions. At
all times prior to the termination of the Voting Trust Agreement, the Trustee
has the exclusive right to vote the above-stated number of shares, or give
written consent, in person or by proxy, at all meetings of stockholders of the
Corporation, and in all proceedings in which the vote or consent, written or
otherwise, of the holders of securities of the Corporation may be required or
authorized by law.

         This Voting Trust Certificate is transferable to any CS Affiliate (as
defined in the Voting Trust Agreement) on the books maintained by the Trustee at
the principal corporate trust office of the Trustee by the Holder hereof, in
person or by duly authorized attorney, and upon surrender hereof; and until so
transferred the Trustee may treat the registered Holder hereof as the absolute
owner hereof for all purposes.

         The Holder, by the acceptance of this Voting Trust Certificate, agrees
to be bound by all of the provisions of the Voting Trust Agreement as fully as
if its terms were set forth in this Voting Trust Certificate.

                                       6



            EXECUTED this ___ day of ___________, ____

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

                                       By:_____________________

                                       Name:___________________

                                       Title:__________________


          [Form of Assignment for Reverse of Voting Trust Certificate]

            For value received, ___________ hereby sells, assigns, and transfers
unto ____________ the within Voting Trust Certificate and all rights and
interests represented thereby, and does hereby irrevocably constitute and
appoint _______ attorney to transfer such Voting Trust Certificate on the books
of the within-named Trustee with full power of substitution in the premises.

            Date:  ________________________

            Signed:                       *"
                     ----------------------


         [*Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.]

         SECTION 5. Additional Trust Certificates. Any Holder may at any time
deposit with the Trustee additional certificates (or the equivalent evidence of
ownership in the case of Share Equivalents) for Shares. Any CS Affiliate
acquiring Shares may at any time become a Holder by (a) depositing, or causing
to be deposited, certificates (or the equivalent evidence of ownership in the
case of Share Equivalents) for Shares, duly endorsed for transfer, with the
Trustee and (b) accepting a Voting Trust Certificate in respect of such Shares.

         SECTION 6. Voting; Powers.

         (a) At all times prior to the termination of the voting trust created
herein, the Trustee shall have the exclusive right to vote the Trust Shares, or
give written consent, in person or by proxy, at all meetings of stockholders of
the Corporation, and in all proceedings in which the vote or consent, written or
otherwise, of the holders of Shares may be required or authorized by law.

                                       7



         The Trustee shall vote all Trust Shares in accordance with this
Agreement. The Trustee shall have full power and authority, and it is hereby
empowered and authorized, to vote the Trust Shares, and to do any and all other
things and take any and all other actions as fully as any stockholder of the
Corporation might do if personally present at a meeting of the stockholders of
the Corporation. To effect the foregoing (and to avoid any potential timing
problems that might otherwise be caused if the Trustee were required to wait
until all votes are tallied before voting the Trust Shares), the Trustee may
give instructions to the Corporation to the effect that the Trust Shares are
being voted on such matter "on a pro rata basis proportionate to all other votes
actually cast." The Trustee shall vote the Trust Shares on a pro rata basis
proportionate to all other votes, other than the Trust Shares, actually cast on
the particular matter, except with respect to matters that under current or
future Delaware law require approval by a class of outstanding shares of the
Corporation, which class includes the Trust Shares, the Trust Shares shall be
voted on a pro rata basis proportionate to all other votes of Shares of such
class actually cast, other than Trust Shares, actually voting on the particular
matter.

         (b) The Trustee shall take all necessary action to ensure that the
Trust Shares are represented at all stockholder meetings of the Corporation such
that the Trust Shares are counted as present for purposes of determining the
existence of a quorum at such meeting under the Delaware General Corporation Law
and the Corporation's Certificate of Incorporation and By-laws; provided,
however, that this clause (b) shall not obligate the Trustee to vote on any
matter.

         (c) Each Holder agrees that it will not communicate with the Trustee in
connection with any proceeding in which the vote or consent of the holders of
Shares may be required or authorized by law or otherwise seek to influence the
Trustee in the exercise of its right to vote or consent in any such proceedings.
Notwithstanding anything herein to the contrary, the Trustee shall vote the
Trust Shares (and use its power or right, if any, to designate or remove
directors of the Corporation) to prevent the election of more than one CS
Affiliate as a director of the Corporation. The duties of the Trustee under this
Agreement shall include exercising reasonable effort under this Agreement in a
manner that ensures that no CS Affiliate exercises control over the Corporation.
CS Private Equity shall promptly provide to the Trustee from time to time, upon
request, such information as is reasonably necessary (including certificates or
other documents) in order to enable the Trustee to carry out the foregoing
obligations; provided that the Trustee shall not be held responsible for
identifying a person as a CS Affiliate unless it has actual knowledge that such
person is a CS Affiliate.

         SECTION 7. Dividends. If the Corporation pays or issues dividends or
makes other distributions on the Trust Shares, the Trustee shall accept and
receive such dividends and distributions. Upon receipt of dividends and
distributions the same shall be prorated among the Holders that have a
beneficial interest hereunder in the Trust Shares with respect to which such
dividend or other distribution was made in accordance with their interests and,
subject to the next sentence, the amount shall be distributed promptly pursuant
to transfer instructions set forth on Schedule B attached hereto. If the
dividend or distribution is in Shares, such Shares shall be held by the Trustee
under the

                                       8



voting trust created herein and new Trust Certificates representing the Shares
received shall be issued to the applicable Holders. Holders entitled to receive
such dividends or distributions, or Trust Certificates in respect thereof,
described in this Section 7 shall be those Holders registered as such on the
transfer books of the Trustee at the close of business on the day fixed by the
Corporation for the taking of a record to determine those holders of its stock
entitled to receive such dividends or distributions. In the performance of its
duties to deliver cash dividends under this Agreement, the Trustee shall not be
obligated to risk its own funds and will not be liable for taxes or other
charges related to the delivery of such dividends or distributions.

         SECTION 8. Retention of Registration Rights. Each Holder, if such
Holder is a party to the Series AA Registration Rights Agreement, Series BB
Registration Rights Agreement, the Series CC Registration Rights Agreement, the
Stockholders Agreement or the New Registration Rights Agreement, retains, after
depositing any Shares with the Trustee pursuant to this Agreement, the rights
granted to such Holder in any of the above-mentioned agreements to which such
Holder is a party, and shall retain the right to agree, in respect of Shares
subject to such agreements, to any amendments to such agreements.

         SECTION 9. Termination. The voting trust created herein shall terminate
on the earliest to occur of:

                  (a) ten years from the date hereof;

                  (b) the written election of CS Private Equity, CS Securities
         or the Holders of Trust Certificates representing fifty percent (50%)
         or more of the Trust Shares represented thereby; provided that (i) if
         CS Private Equity or CS Securities delivers the written election, CS
         Private Equity or CS Securities, as applicable, delivers (or such
         Holders deliver) to the Trustee an opinion of independent nationally
         recognized counsel who are experts in matters involving the federal
         securities law, that, immediately after giving effect to such
         termination, no CS Affiliate should be an affiliate of the Corporation
         within the meaning of Rule 144 under the Securities Act and (ii) the
         Trustee shall have received a certificate of an officer of CS Private
         Equity or CS Securities, as applicable, (on which it may rely
         conclusively) to the effect that clause (b)(i) has been satisfied,
         together with a copy of the opinion called for thereby; or

                  (c) transfer of, or request for, all of the Trust Shares in
         accordance with Section 10 or 11, as applicable.

         Subject to CS Private Equity's delivery of the officer's certificate
and the opinion of counsel described in Section 9(b) above, an election pursuant
to Section 9(b) shall be effective upon delivery of notice thereof to the
Trustee.

         Upon the termination of the voting trust herein created, the Holders
shall surrender their Trust Certificates to the Trustee, and the Trustee shall
deliver by first class mail or overnight courier to the Holders certificates (or
the equivalent evidence of

                                        9



ownership in the case of Share Equivalents) for Shares, properly endorsed for
transfer (to the extent possible), equivalent to the number and type of Shares
represented by the respective Trust Certificates surrendered.

         SECTION 10. Transfers of Trust Shares.

         (a) Except as provided in Sections 9, 11 and 12 and in subsections (a),
(b) and (c) of this Section 10, certificates (or the equivalent evidence of
ownership in the case of Share Equivalents) for Trust Shares may not be
delivered to a Holder, a Holder's designee or any other person. A Holder may
notify the Trustee in writing that the Holder desires to cause a certificate or
certificates (or the equivalent evidence of ownership in the case of Share
Equivalents) for Trust Shares in which the Holder has a beneficial interest
hereunder to be distributed or transferred to any person, including such Holder,
only if such transfer is an Eligible Transfer, which is defined as any transfer
meeting the requirements set forth in clause (a)(i), (a)(ii) or (a)(iii) below
or as otherwise permitted pursuant to clause (c) below or Section 9, 11 or 12.
Any person that acquires Trust Shares pursuant to an Eligible Transfer is
hereinafter referred to as an "ELIGIBLE TRANSFEREE".

                  (i) Transfer of Trust Shares to any Control Affiliate or any
         Employee Affiliate holding the Position of Managing Director or Above.
         An "ELIGIBLE TRANSFER" for purposes of this clause (a)(i) means any
         distribution or transfer of Trust Shares to any Control Affiliate or
         any Employee Affiliate holding the position of Managing Director or
         above (or performing the comparable function) of any Control Affiliate
         (including by way of a distribution by a Holder to its limited
         partners); provided that either (A) (x) a contract or other arrangement
         (other than this Agreement) regarding the voting of such Trust Shares
         does not exist between any CS Affiliate and such transferee and (y)
         immediately after giving effect to such distribution or transfer, CS
         Affiliates will not own in the aggregate Excluded Capital Stock
         amounting to 5% or more of the total voting power of the Voting Stock
         of the Corporation then outstanding or (B) the Trust Shares distributed
         or transferred to such Control Affiliate or Employee Affiliate shall be
         subject to this Agreement and shall be automatically deposited with the
         Trustee in accordance with Section 2. In connection with any
         distribution or transfer pursuant to this clause (a)(i), CS Private
         Equity shall deliver a certificate of an officer of CS Private Equity
         certifying that, immediately after giving effect to such transfer, the
         conditions of either clause (i)(A) or (i)(B) are satisfied.

                  (ii) Transfer of Trust Shares to any Employee Affiliate not
         holding the Position of Managing Director or Above. An "ELIGIBLE
         TRANSFER" for purposes of this clause (a)(ii) means any distribution or
         transfer of Trust Shares to any Employee Affiliate not holding the
         position of Managing Director or above of any Control Affiliate
         (including by way of a distribution by a Holder to its limited
         partners); provided that (A) a contract or other arrangement (other
         than this Agreement) regarding the voting of such Trust Shares does not
         exist between any CS Affiliate and such transferee and (B) any proposed
         distribution or transfer will

                                       10



         not be an Eligible Transfer if, immediately after giving effect to such
         distribution or transfer, the proposed distributee or transferee,
         together with its affiliates, would be an affiliate of the Corporation
         within the meaning of Rule 144 of the Securities Act. In connection
         with any distribution or transfer pursuant to this clause (a)(ii), CS
         Private Equity shall deliver a certificate of an officer of CS Private
         Equity certifying that, immediately after giving effect to such
         transfer, the conditions of clause (a)(ii)(A) and (B) are satisfied.

                  (iii) Transfer of Trust Shares to Other Affiliates and Third
         Parties Not Affiliated with CS Private Equity. An "ELIGIBLE TRANSFER"
         for purposes of this clause (a)(iii) means any distribution or transfer
         of Trust Shares to any Other Affiliate or any third party not
         affiliated with CS Private Equity (including by way of a distribution
         by a Holder to its limited partners); provided that (A) a contract or
         other arrangement (other than this Agreement) regarding the voting of
         such Trust Shares does not exist between any CS Affiliate and such
         transferee and (B) any proposed distribution or transfer will not be an
         Eligible Transfer if, immediately after giving effect to such
         distribution or transfer, the proposed distributee or transferee,
         together with its affiliates, would be an affiliate of the Corporation
         within the meaning of Rule 144 of the Securities Act. In connection
         with any distribution or transfer pursuant to this clause (a)(iii), (x)
         in the case of a distribution or transfer to an Other Affiliate, CS
         Private Equity shall deliver a certificate of an officer of CS Private
         Equity certifying that, immediately after giving effect to such
         distribution or transfer, the conditions of clause (a)(iii)(A) and (B)
         are satisfied and (y) in the case of a distribution or transfer to a
         third party not affiliated with CS Private Equity, CS Private Equity or
         such distributee or transferee shall deliver an opinion of independent
         nationally recognized counsel who are experts in matters involving the
         federal securities law, that, immediately after giving effect to such
         transfer, such distributee or transferee, together with its affiliates,
         should not be an affiliate of the Corporation within the meaning of
         Rule 144 of the Securities Act; provided, however, that in the case of
         any distribution of Trust Shares under this clause (a)(iii) by any
         Holder that is a limited partnership (a "LIMITED PARTNERSHIP") to its
         limited partners so long as (I) the Limited Partnership has more than
         150 limited partners (or, if such Limited Partnership has less than 150
         limited partners, such distribution of Trust Shares is made
         simultaneously with the distribution of Trust Shares by a Holder that
         is a Limited Partnership that has more than 150 limited partners), (II)
         the distribution to each limited partner is in proportion to such
         limited partners' interests in the Limited Partnership, (III) each
         limited partner, together with its affiliates, will receive Trust
         Shares representing less than 0.5% of the total voting power of the
         Voting Stock of the Corporation then outstanding, (IV) the Limited
         Partnership is distributing all Trust Shares owned by such Limited
         Partnership and (V) the Limited Partnership will be fully divested of
         dispositive and voting power over such Trust Shares being distributed
         after such distribution, CS Private Equity shall deliver a certificate
         of an officer of CS Private Equity certifying that each of the
         conditions of this proviso to clause (a)(iii) are satisfied and that,
         immediately after

                                       11



         giving effect to such distribution, CS Private Equity has no reason to
         believe that any such limited partner, together with its affiliates,
         should be an affiliate of the Corporation within the meaning of Rule
         144 of the Securities Act.

                  (iv) Notwithstanding the foregoing, if a tender offer to
         purchase all the outstanding shares of Common Stock has been made in
         accordance Section 14(d) and Regulation 14D of the Exchange Act, then a
         Holder may notify the Trustee in writing that the Holder desires to
         cause a certificate or certificates for Trust Shares in which the
         Holder has a beneficial interest hereunder to be tendered in such
         tender offer pursuant to the procedures set forth in the applicable
         Schedule TO (or any successor form). The Trustee shall tender Trust
         Shares in accordance with such Holder's written instructions; provided
         that after such Trust Shares have been tendered and prior to
         consummation of the tender offer, such Trust Shares shall remain
         subject to this Agreement. If the tender offer is not consummated, such
         tendered Trust Shares shall be delivered to the Trustee and shall be
         subject to this Agreement.

         (b) The notice delivered pursuant to Section 10(a) shall name such
Eligible Transferee and shall state

                  (i) its mailing address;

                  (ii) the proposed transfer date (which date shall be not less
         than five days after the Trustee's receipt of such notice);

                  (iii) the number and type of Shares to be transferred; and

                  (iv) the consideration, if any, to be paid by such Eligible
         Transferee therefor.

         The notice to the Trustee shall also contain a representation that such
distributee or transferee is an Eligible Transferee and shall be accompanied by
a Trust Certificate or Certificates of the Holder, duly endorsed for transfer,
representing not less than the number of Shares of the type to be transferred to
the Eligible Transferee. On the date specified in such notice, and upon receipt
by the Trustee from such Eligible Transferee of the specified consideration, if
any, the Trustee shall deliver: (i) to the Eligible Transferee, a certificate
(or the equivalent evidence of ownership in the case of Share Equivalents) for
the number of Shares of the type specified in such notice, registered in the
name of the Trustee and duly endorsed for transfer, and (ii) to the Holder, (A)
a Trust Certificate representing a number of Shares, if any, equal to the number
of Shares of the type represented by the surrendered Trust Certificate less the
number of Shares of the type transferred to such Eligible Transferee, and (B)
the consideration, if any, received from such Eligible Transferee. Such
consideration shall be distributed promptly to such Holder pursuant to the
transfer instructions set forth on Schedule B attached hereto.

                                       12



         (c) A Holder may at any time direct the Trustee by notice in writing to
transfer a certificate or certificates (or the equivalent evidence of ownership
in the case of Share Equivalents) for Shares in which the Holder has a
beneficial interest hereunder (i) to an underwriter (including CS Private
Equity) in connection with a public offering of the Shares registered under the
Securities Act or (ii) in connection with sales made pursuant to Rule 144 (other
than subsection (k) thereof) under the Securities Act through a broker-dealer
(including CS Private Equity). Such notice shall state (A) the underwriter's or
broker dealer's mailing address, (B) the proposed transfer date (which date
shall not be less than three days after the Trustee's receipt of such notice),
(C) the number and type of Shares to be transferred, and (D) the consideration,
if any, to be paid. The notice shall also be accompanied by a certificate of an
officer of the Holder certifying that such request is being made solely for
sales made in connection with a public offering of the Shares registered under
the Securities Act or sales made pursuant to Rule 144 (other than subsection (k)
thereof) under the Securities Act and a Trust Certificate or Certificates of the
Holder, duly endorsed for transfer, representing not less than the number of
Shares of the type to be transferred. The Trustee shall be entitled to
conclusively rely upon such certificate. On the date specified in such notice,
and upon receipt by the Trustee from such underwriter or such other transferee
of the specified consideration, if any, the Trustee shall deliver: (x) to the
underwriter or such other transferee, a certificate (or the equivalent evidence
of ownership in the case of Share Equivalents) for the number of Shares of the
type specified in such notice, registered in the name of the Trustee and duly
endorsed for transfer, and (y) to the Holder, a Trust Certificate representing a
number of Shares, if any, equal to the number of Shares represented by the
surrendered Trust Certificate less the number of Shares transferred to such
underwriter or such other transferee, and (z) to the Holder, the consideration,
if any, received from such underwriter or such other transferee. Such
consideration shall be distributed promptly to the Holder pursuant to the
transfer instructions set forth on Schedule B attached hereto.

         Notwithstanding the foregoing, if the Holder intends to transfer Shares
pursuant to the exercise of the over-allotment option granted to the
underwriters in connection with a public offering of Shares, the transfer date
in the notice may be less than five but shall not be less than two days after
the Trustee's receipt of such notice; provided that if the transfer date in the
notice is less than five days after the Trustee's receipt of the notice, the
Trustee shall only be obligated to use its reasonable best efforts to effect the
transfer of such Shares by such transfer date.

         Nothing in this Section 10 or elsewhere in this Agreement shall
prohibit a Holder from transferring Trust Certificates in accordance with the
terms of the Trust Certificates.

         SECTION 11. Requests for Shares. A Holder (hereinafter referred to as a
"REQUESTING PARTY" for the purpose of this Section 11) may request of the
Trustee in writing that the Trustee transfer to such Requesting Party a
certificate or certificates (or the equivalent evidence of ownership in the case
of Share Equivalents) for Shares in which the Requesting Party has a beneficial
interest hereunder, which Shares shall not be subject to this Agreement;
provided, however, that (a) the Trustee shall not honor such request if
immediately after giving effect thereto CS Affiliates will own in the aggregate

                                       13



Excluded Capital Stock amounting to 5% or more of the total voting power of the
Voting Stock of the Corporation then outstanding; (b) the Trustee shall not
honor such request if immediately after giving effect thereto, the Requesting
Party, together with its affiliates, will be an affiliate of the Corporation
within the meaning of Rule 144 of the Securities Act; and (c) if the Requesting
Party is not CS Private Equity, the Trustee shall not honor such request unless
CS Private Equity consents in writing to such request. Such written request
shall name such Requesting Party and shall state (i) the proposed transfer date
(which date shall be not less than five days after the Trustee's receipt of such
request) and (ii) the number and type of Shares to be transferred. The notice to
the Trustee shall also be accompanied by (A) a Trust Certificate or Certificates
of the Requesting Party, duly endorsed for transfer, representing not less than
the number of Shares of the type to be transferred to the Requesting Party, (B)
a certificate of an officer of CS Private Equity certifying that immediately
after giving effect to such request all CS Affiliates will own in the aggregate
Excluded Capital Stock amounting to less than 5% of the total voting power of
the Voting Stock of the Corporation then outstanding and (C) if the Requesting
Party is not a CS Affiliate, an opinion of independent nationally recognized
counsel who are experts in matters involving the federal securities law, that,
immediately after giving effect to such request, such Requesting Party, together
with its affiliates, should not be an affiliate of the Corporation within the
meaning of Rule 144 of the Securities Act. The Trustee shall be entitled to
conclusively rely upon such certificate or legal opinion. On the date specified
in such request, and upon receipt by the Trustee from the Requesting Party of
such certificates and legal opinions, as applicable, the Trustee shall deliver
to the Requesting Party a certificate (or the equivalent evidence of ownership
in the case of Share Equivalents) for the number of Shares of the type specified
in such notice, registered in the name of the Trustee and duly endorsed for
transfer.

         SECTION 12. Exercise, Conversion, Exchange or Cancellation of Shares.
The Trustee shall, upon written instruction of a Holder, submit to the
Corporation for exercise, conversion, exchange or cancellation any Share in
which such Holder has a beneficial interest hereunder. Such notice shall state
(a) whether such Shares are to be exercised, converted, exchanged or cancelled,
(b) the date on which such Shares are to be submitted to the Corporation (which
date shall not be less than five days after the Trustee's receipt of such
notice), (c) the number and type of Shares to be submitted to the Corporation
and (d) the consideration, if any, to be received upon such exercise,
conversion, exchange or cancellation from the Corporation. The notice shall be
accompanied by (i) a Trust Certificate or Certificates of the Holder, duly
endorsed for transfer, representing not less than the number of Shares of the
type to be submitted to the Corporation and (ii) any exercise price or other
payment and any agreement, certificate or other documentation required in
connection with such exercise, conversion, exchange or cancellation. On the date
specified in such notice, and against receipt from the Corporation of the
specified consideration, if any, the Trustee shall deliver by first class mail:
(A) to the Corporation, (x) a certificate or certificates for the number of
Shares of the type specified in such notice, registered in the name of the
Trustee and duly endorsed for transfer and (y) any exercise price or other
payment and any agreement, certificate or other documentation delivered to the
Trustee by such Holder with such notice and (B) to

                                       14



the Holder, (x) a Trust Certificate representing a number of Shares equal to the
number of Shares represented by the surrendered Trust Certificate or
Certificates less the number of Shares submitted to the Corporation and (y) the
consideration, if any, received by the Trustee pursuant to such exercise,
conversion, exchange or cancellation; provided that if such consideration
includes Shares, such Shares shall be retained and held by the Trustee pursuant
to this Agreement and new Trust Certificates representing such Shares shall be
issued to such Holder.

         SECTION 13. Increase or Decrease in Number of Shares. In the event of
an increase in the number of Shares by virtue of a stock split or the decrease
in the number of Shares because of a contraction of Shares or a change in the
number of outstanding Shares as a result of some other recapitalization in which
the Corporation receives no consideration for the issuance of the additional or
reduced number of Shares, the new additional or changed number of Shares shall
be held by the Trustee and new Trust Certificates representing the appropriate
changed number of Shares shall be issued to Holders upon surrender of the then
existing Trust Certificates.

         SECTION 14. Successor Trustee. There shall initially be one Trustee of
the voting trust created herein. Upon the liquidation, dissolution, winding-up,
suspension, incapacity, resignation or removal (in accordance with Section 15
below) of the initial Trustee, CS Private Equity or the Holders of Trust
Certificates representing fifty percent (50%) or more of the Trust Shares shall
appoint a successor Trustee; provided, however, that such successor Trustee may
not be a CS Affiliate. In the event a successor Trustee shall not have been
appointed within 30 days of such removal, the Trustee may petition a court of
competent jurisdiction to appoint such a successor. In the event that the
Trustee consolidates with, merges with or converts into, or transfers all or
substantially all of its corporate trust assets to, another corporation that is
a bank or trust company, the surviving or transferee corporation (unless it is a
CS Affiliate) may become the successor Trustee upon notice to the signatories
hereto but without further action by the signatories or any Holder.

         SECTION 15. Removal / Resignation of Trustee.

         (a) A Trustee may be removed by CS Private Equity, CS Securities or the
Holders of Trust Certificates representing fifty percent (50%) or more of the
Trust Shares:

                  (i) if it is determined by a court of competent jurisdiction
         that either (A) the Trustee has willfully and materially violated the
         terms of the trust created 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

                                       15



         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

                                       16



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

                                       17



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.

                                       18



         (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,

                                       19



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.

                                       20



         EXECUTED as of the date and year first above written.

                                     WELLS FARGO BANK, N.A., as Trustee,

                                     By:_______________________________________
                                          Name:
                                          Title:
                                          Address:    6th St. & Marquette Ave.
                                                      MAC N9303-110
                                                      Minneapolis, MN  55479
                                          Attention:
                                          Telephone:
                                          Facsimile:

                                       21




                                 CREDIT SUISSE FIRST BOSTON
                                 PRIVATE EQUITY, INC.,

                                 By:  ______________________
                                      Name:
                                      Title:
                                      Address:   11 Madison Avenue
                                                 New York, NY 10010
                                      Attention:
                                      Telephone: (212) 325-2000
                                      Facsimile:

                                       22



                                 CREDIT SUISSE SECURITIES (USA) LLC,

                                 By:  ______________________
                                      Name:
                                      Title:
                                      Address:   11 Madison Avenue
                                                 New York, NY 10010
                                      Attention:
                                      Telephone: (212) 325-2000
                                      Facsimile:

                                       23



                                  SPROUT CEO FUND, L.P.,

                                  By:     DLJ Capital Corporation
                                  Its:    General Partner

                                  By:________________________________
                                        Name:
                                        Title:
                                        Address:   c/o Sprout Group
                                                   11 Madison Avenue
                                                   13th Floor
                                                   New York, NY 10010
                                        Attention:
                                        Telephone: (212) 325-2000
                                        Facsimile:


                                  DLJ CAPITAL CORPORATION,

                                  By:________________________________
                                     Name:
                                     Title:
                                     Address:   c/o Sprout Group
                                                11 Madison Avenue
                                                13th Floor
                                                New York, NY 10010
                                     Attention:
                                     Telephone: (212) 325-2000
                                     Facsimile:

                                       24




                                  SPROUT GROWTH II, L.P.,

                                  By:     DLJ Capital Corporation
                                  Its:    Managing General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   c/o Sprout Group
                                                  11 Madison Avenue
                                                  13th Floor
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:


                                  SPROUT CAPITAL VII, L.P.,

                                  By:     DLJ Capital Corporation
                                  Its:    Managing General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   c/o Sprout Group
                                                  11 Madison Avenue
                                                  13th Floor
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       25




                                  SPROUT CAPITAL IX, L.P.,

                                  By:     DLJ Capital Corporation
                                  Its:    Managing General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   c/o Sprout Group
                                                  11 Madison Avenue
                                                  13th Floor
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:


                                  SPROUT ENTREPRENEURS' FUND, L.P.,

                                  By:     DLJ Capital Corporation
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   c/o Sprout Group
                                                  11 Madison Avenue
                                                  13th Floor
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       26




                                  SPROUT IX PLAN INVESTORS, L.P.,

                                  By:     DLJ LBO Plans Management Corp. II
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   c/o Sprout Group
                                                  11 Madison Avenue
                                                  13th Floor
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       27



                                  DLJ MERCHANT BANKING PARTNERS, L.P.,

                                  By:     DLJ Merchant Banking Partners, Inc.
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   11 Madison Avenue
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:


                                  DLJ INTERNATIONAL PARTNERS, C.V.,

                                  By:   DLJ Merchant Banking Partners, Inc.
                                  Its:  General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   11 Madison Avenue
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       28




                                  DLJ OFFSHORE PARTNERS, C.V.,

                                  By:     DLJ Merchant Banking Partners, Inc.
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   11 Madison Avenue
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:


                                  DLJMB FUNDING, INC.,

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:    11 Madison Avenue
                                                   New York, NY 10010
                                       Attention:
                                       Telephone:  (212) 325-2000
                                       Facsimile:


                                  DLJ FIRST ESC, L.P.,

                                  By:     DLJ LBO Plans Management
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   11 Madison Avenue
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       29



                                  DLJ ESC II, L.P.,

                                  By:     DLJ LBO Plans Management
                                  Its:    General Partner

                                  By:  ______________________
                                       Name:
                                       Title:
                                       Address:   11 Madison Avenue
                                                  New York, NY 10010
                                       Attention:
                                       Telephone: (212) 325-2000
                                       Facsimile:

                                       30



                                   SCHEDULE A
                                 Initial Deposit




                                           COMMON STOCK
                                           ------------

                                        
Sprout CEO Fund, L.P.                            23,281
DLJ Capital Corporation                         337,123
Sprout Growth II, L.P.                        1,640,940
Sprout Capital VII, L.P.                      2,007,123
Sprout Capital IX, L.P.                       1,373,746
Sprout Entrepreneurs' Fund, L.P.                  5,414
Sprout IX Plan Investors, L.P.                   63,440
DLJ Merchant Banking Partners, L.P.           4,195,158
DLJ International Partners, C.V.              2,054,114
DLJ Offshore Partners, C.V.                     109,692
DLJMB Funding, Inc.                           1,648,872
DLJ First ESC, L.P.                           1,107,132
DLJ ESC II, L.P.                                 11,824


                                      A-1




                                   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

                                      B-1




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

                                      B-2




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


                                       B-3

                                                                    EXHIBIT 10.2

                             COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

     CommVault Systems, Inc. (the "Company"), a Delaware corporation, has
adopted the 1996 Stock Option Plan (the "Plan"), effective May 22, 1996, for the
benefit of its eligible employees.

     The purposes of the Plan are as follows:

     (1)  To provide an additional incentive for employees to further the
          growth, development, and financial success of the Company by
          personally benefiting through the ownership of options with respect to
          Company stock which recognize such growth, development, and financial
          success.

     (2)  To enable the Company to obtain and retain the services of employees
          considered essential to the long range success of the Company by
          offering them an opportunity to own options with respect to stock in
          the Company which will reflect the growth, development, and financial
          success of the Company.

                                    ARTICLE 1

                                   DEFINITIONS

     Wherever the following terms are used in this Plan, they shall have the
meanings specified below, unless the context clearly indicates otherwise. The
singular pronoun shall include the plural, where the context so indicates.

SECTION 1.1 -- AFFILIATE

     "Affiliate" with respect to any Person shall mean (a) any other Person
directly or indirectly controlling, controlled by, or under common control with,
such Person, where "control" shall have the meaning given such term under Rule
405 of the Securities Act, and (b) where such Person is an individual, the
spouse and lineal ascendants and descendants of such Person, and any sibling of
any of such individuals.

SECTION 1.2 -- BOARD

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

SECTION 1.3 -- CODE

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

SECTION 1.4 -- COMMITTEE




     "Committee" shall mean the Compensation Committee of the Board or another
committee, or a subcommittee of the Board, appointed as provided in Section 6.1;
provided, however, that in the event no such Committee is elected, the Board
shall have all duties and powers reserved to the Committee, and the term
"Committee" as used herein shall refer to the Board.

SECTION 1.5 -- COMMON STOCK

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

SECTION 1.6 -- COMPANY

     "Company" shall mean CommVault Systems, Inc., a Delaware corporation.

SECTION 1.7 -- COMPANY SALE

     "Company Sale" shall mean (a) the sale, lease, or other transfer of all or
substantially all of the assets of the Company to any person or group (as such
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) other than the DLJ Entities and their Affiliates; (b) the merger or
consolidation of the Company with or into another entity or the merger of
another entity into the company or any subsidiary thereof with the effect that
immediately after such transaction the stockholders of the Company immediately
prior to such transaction (or their Affiliates) hold less than 20% of the total
voting power of all securities generally entitled to vote in the election of
directors, managers, or trustees of the entity surviving such merger of
consolidation; or (c) other than pursuant to a public offering of securities,
the acquisition by any person (as defined above) other than the DLJ Entities and
its Affiliates of all 80% or more of the voting power of all securities of the
Company generally entitled to vote in the election of directors of the Company.

SECTION 1.8 -- DIRECTOR

     "Director" shall mean a member of the Board.

SECTION 1.9 -- DLJ ENTITY

     "DLJ Entity" shall mean each of 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
VI, L.P., Sprout CEO Fund L.P., and, to the extent any of such entities shall
have transferred any of their Common Stock to any Permitted Transferees, their
Permitted Transferees.

SECTION 1.10 -- EMPLOYEE

     "Employee" shall mean any officer or other employee (as defined in
accordance with Section 3401(c) of the Code) of the Company, or of any
corporation which is a Subsidiary.

SECTION 1.11 -- EXCHANGE ACT

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

SECTION 1.12 -- FAIR MARKET VALUE




      "Fair Market Value" of a share of Common Stock as of a given date shall be

      (a)   the fair market value of a share of Common Stock as established by
            the Committee acting in good faith, or

      (b)   if Common Stock is publicly traded on an exchange or quoted on
            NASDAQ or any over-the-counter system, the average over a period of
            21 days consisting of the date as of which the Fair Market Value is
            being determined and the 20 consecutive trading days prior to such
            date of

            (i)   the mean between the closing prices of the sales of such
                  Common Stock as of such dates on all national securities
                  exchanges on which such securities may at the time be listed,
                  or if there have been no sales on any such exchange on any
                  such dates.

            (ii)  the mean between the highest bid and lowest asked prices on
                  all such exchanges at the close of business on such dates, or,
                  if Common Stock is not listed on an exchange but is quoted in
                  the NASDAQ system.

            (iii) the mean between the representative bid and asked prices
                  quoted in the NASDAQ System as of 4:00 P.M., New York time on
                  such dates, or, if Common Stock is not quoted in the NASDAQ
                  System.

            (iv)  the mean between the highest bid and lowest asked prices on
                  such dates in the domestic over-the-counter market as reported
                  by the National Quotation Bureau Incorporated, or any similar
                  successor organization.

SECTION 1.13 -- OPTIONS

      "Options" shall mean the stock options granted under Article III of this
Plan, each of which shall be with respect to one share of Common Stock, subject
to adjustment as provided herein. Options shall be non-qualified stock options
not intended to comply with the requirements for "incentive stock options" as
set forth at Section 422 of the Code.

SECTION 1.14 -- OPTION AGREEMENT

      "Option Agreement" shall mean an agreement between the Company and an
Optionee that sets forth the terms, conditions, and limitations applicable to an
Option.

SECTION 1.15 -- OPTIONEE

"Optionee" shall mean an Employee granted an Option under this Plan.

SECTION 1.16 -- PARENT CORPORATION

      "Parent Corporation" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.




SECTION 1.17 -- PERMITTED TRANSFEREES

      "Permitted Transferees" shall have the meaning assigned such term in the
Stockholders Agreement.

SECTION 1.18 -- PERSON

      "Person" shall mean an individual, corporation, partnership, association,
trust or other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.

SECTION 1.19 -- PLAN

      "Plan" shall mean the CommVault Systems, Inc. 1996 Stock Option Plan.

SECTION 1.20 -- QDRO

      "QDRO" shall mean a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.

SECTION 1.21 -- RULE 16b-3

      "Rule 16b-3" shall mean that certain Rule 16b-3 under the Exchange Act, as
such Rule may be amended from time to time.

SECTION 1.22 -- SECURITIES ACT

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

SECTION 1.23 -- STOCKHOLDER

      "Stockholder" shall mean a "Stockholder" as defined in the Stockholders
Agreement.

SECTION 1.24 -- STOCKHOLDERS AGREEMENT

      "Stockholders Agreement" shall mean that certain Stockholders Agreement
dated as of May 22, 1996 among the Company's Stockholders, as amended.

SECTION 1.25 -- SUBSIDIARY

      "Subsidiary" shall mean any corporation in an unbroken chain of
corporations beginning with the Company if each such corporation, other than the
last corporation in the unbroken chain, then owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

SECTION 1.26 -- TERMINATION OF EMPLOYMENT


      "Termination of Employment" shall mean the time when the employee-employer
relationship between an Optionee and the Company or any Parent Corporation or
Subsidiary is terminated or otherwise ceases for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (a) terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Parent Corporation or Subsidiary, (b) at the discretion of
the Committee, terminations which result in a temporary severance of the
employee-employer relationship, and (c) at the discretion of the Committee,
terminations which are followed by the simultaneous establishment of a
consulting relationship by the Company or any Parent Corporation or Subsidiary
with the former employee. The Committee, in its discretion, shall determine the
effect of all matters and questions relating to Termination of Employment,
including, but not by way of limitation, the question of whether a Termination
of Employment resulted from a discharge for cause, and all questions of whether
a particular leave of absence constitutes Termination of Employment.
Notwithstanding any and unrestricted right to terminate an Employee's employment
at any time for any reason whatsoever, with or without cause, except to the
extent expressly provided otherwise in writing.

                                   ARTICLE II

                             SHARES SUBJECT TO PLAN

SECTION 2.1 -- SHARES SUBJECT TO PLAN

      The shares of stock subject to Options shall be Common Stock. The
aggregate number of such shares which may be issued upon exercise of such
Options under the Plan, shall not exceed 1,800,000. The shares of Common Stock
issuable upon exercise of Options may be either previously authorized but
unissued shares or treasury shares.

SECTION 2.2 -- ADD-BACK OF OPTIONS

      If any Option under this Plan expires or is cancelled without having been
fully exercised, or is exercised in whole or in part for cash as permitted by
this Plan, the number of shares subject to such Option but as to which such
Option was not exercised prior to its expiration, cancellation or exercise may
again be optioned hereunder. Shares of Common Stock which are delivered by the
Optionee or withheld by the Company upon the exercise of any Option in payment
of the exercise price thereof or withholding taxes may again be optioned
hereunder. Furthermore, any shares subject to Options which are adjusted
pursuant to Section 7.3 and become exercisable with respect to shares of stock
of another corporation shall be considered cancelled and may again be optioned
hereunder, subject to the limitations of Section 2.1.

                                   ARTICLE III

                               GRANTING OF OPTIONS

SECTION 3.1 -- ELIGIBILITY


      Any employee selected by the Committee pursuant to Section 3.2(a)(i) shall
be eligible to be granted an Option.

SECTION 3.2 -- GRANTING OF OPTIONS

      (a)   The Committee shall from time to time, in its discretion, and
            subject to applicable limitations of this Plan:

                  (i)   Select from among the Employees (including Employees who
                        have previously received Options under this Plan) such
                        of them as in its opinion should be granted Options;

                  (ii)  Determine the number of Options granted to the selected
                        Employees; and

                  (iii) Determine the terms and conditions of such Options
                        consistent with this Plan.

      (b)   Upon the selection of an Employee to be granted an Option, the
            Committee shall instruct the Secretary of the Company to issue the
            Option and may impose such conditions on the grant of the Option, as
            it deems appropriate. Without limiting the generality of the
            preceding sentence, the Committee may, in its discretion and on such
            terms as it deems appropriate, require as a condition on the grant
            of an Option to an Employee that the Employee surrender for
            cancellation some or all of the unexercised Options which have been
            previously granted to him or her under this Plan or otherwise. An
            Option, the grant of which is conditioned upon such surrender, may
            have an option price lower (or higher) that the exercise price of
            such surrendered Option, may cover the same (or a lesser or greater)
            number of shares as such surrendered Option, may contain such other
            terms as the Committee deems appropriate, and shall be exercisable
            in accordance with its terms, without regard to the number of
            shares, price, exercise period, or any other term or condition of
            such surrendered Option.

                                   ARTICLE IV

                                TERMS OF OPTIONS

SECTION 4.1 -- OPTION AGREEMENT

      Each Option shall be evidenced by a written Option Agreement, which shall
be executed by the Optionee and an authorized officer of the Company and which
shall contain such terms and conditions as the Committee shall determine,
consistent with this Plan.

SECTION 4.2 -- EXERCISE PRICE

      The exercise price per share of the shares subject to each Option shall be
set by the Committee and specified in the Option Agreement; provided, however,
that such price shall be no less than the par value of a share of Common Stock,
unless otherwise permitted by applicable state law.

SECTION 4.3 -- OPTION TERM


                  The term of an Option shall be set by the Committee in its
            discretion. The Committee may extend the term of any outstanding
            Option in connection with any Termination of Employment of the
            Optionee, or amend any other term or condition of such Option
            relating to such a termination.

SECTION 4.4 -- OPTION VESTING

      (a)   The period during which the right to exercise an Option in whole or
            in part vests in the Optionee shall be set by the Committee and the
            Committee may determine that an Option may not be exercised in whole
            or in part for a specified period after it is granted; provided,
            however, that, unless the Committee otherwise provides in the terms
            of the Option Agreement or otherwise, no Option shall be exercisable
            by any Optionee who is then subject to Section 16 of the Exchange
            Act within the period ending six months and one day after the date
            the Option is granted. At any time after grant of an Option, the
            Committee may, in its sole discretion and subject to whatever terms
            and conditions it selects, accelerate the period during which an
            Option vests.

      (b)   No portion of an Option which is unexercisable at Termination of
            Employment, shall thereafter become exercisable, except as may be
            otherwise provided by the Committee either in the Option Agreement
            or by action of the Committee following the grant of the Option.

SECTION 4.5 -- CONSIDERATION TO THE COMPANY

      In consideration of the granting of an Option, the Optionee shall agree,
in the written Option Agreement, to render faithful and efficient services to
the Company or a Parent Corporation or a Subsidiary of the Company, with such
duties and responsibilities as such employer shall from time to time prescribe.
Nothing in this Plan or in any Option Agreement hereunder shall confer upon any
Optionee any right to continue in the employ of the Company, any Parent
Corporation or any Subsidiary or shall interfere with or restrict in any way the
rights of the Company, any Parent Corporation, or any Subsidiary, which are
hereby expressly reserved, to discharge any Optionee at any time for any reason
whatsoever, with or without cause.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

SECTION 5.1 -- PARTIAL EXERCISE

      An exercisable Option may be exercised in whole or in part. However, an
Option shall not be exercisable with respect to fractional shares and the
Committee may require that, by the terms of the Option Agreement, a partial
exercise be with respect to a minimum number of shares.

SECTION 5.2 -- MANNER OF EXERCISE

      All or a portion of an exercisable Option shall be deemed exercised upon
delivery of all of the following to the Secretary of the Company or his or her
office:


      (a)   A written notice complying with the applicable rules established by
            the Committee stating that the Option or a portion thereof, is
            exercised. The notice shall be signed by the Optionee or other
            person then entitled to exercise the Option or such portion; and

      (b)   Such representations and documents as the Committee, in its
            discretion, deems necessary or advisable to effect compliance with
            all applicable provisions of the Securities Act, as amended, and any
            other federal or state securities laws or regulations. The Committee
            may, in its discretion, also take whatever additional actions it
            deems appropriate to effect such compliance including, without
            limitation, placing legends on share certificates and issuing
            stop-transfer notices to agents and registrars; and

      (c)   Full cash payment to the Secretary of the Company for the shares
            with respect to which the Option, or portion thereof, is exercised.
            However, the Committee may in its discretion (i) allow a delay in
            payment up to thirty (30) days from the date the Option, or portion
            thereof, is exercised; (ii) allow payment, in whole or in part,
            through the delivery of shares of Common Stock owned by the
            Optionee, duly endorsed for transfer to the Company with a Fair
            Market Value on the date of delivery equal to the aggregate exercise
            price of the Option or exercised portion thereof, (iii) subject to
            the timing requirements of Section 5.3, allow payment, in whole or
            in part, through the surrender of shares of Common Stock then
            issuable upon exercise of the Option having a Fair Market Value on
            the date of Option exercise equal to the aggregate exercise price of
            the Option or exercised portion hereof; (iv) allow payment, in whole
            or in part, through the delivery of property of any kind which
            constitutes good and valuable consideration; (v) allow payment, in
            whole or in part, through the delivery of a full recourse promissory
            note bearing interest (at no less than such rate as shall then
            preclude the imputation of interest under the Code) and payable upon
            such terms as may be prescribed by the Committee, or (vi) allow
            payment through any combination of the consideration provide in the
            foregoing subparagraphs (ii), (iii), (iv), and (v). In the case of a
            promissory note, the Committee may also prescribe the form of such
            note and the security to be given for such note. The Option may not
            be exercised, however, by delivery of a promissory note or by a loan
            from the Company when or where such loan or other extension of
            credit is prohibited by law; and

      (d)   In the event that the Option shall be exercised pursuant to Section
            7.1 by any person or persons other than the Optionee, appropriate
            proof of the right of such person or persons to exercise the Option.

SECTION 5.3 -- CERTAIN TIMING REQUIREMENTS

      At the discretion of the Committee, shares of Common Stock issuable to the
Optionee upon exercise of the Option may be used to satisfy the Option exercise
price or the tax withholding consequences of such exercise, in the case of
persons subject to Section 16 of the Exchange Act, only (i) during the period
beginning on the third business day following the date of release of the
quarterly or annual summary statement of sales and earnings of the Company and
ending on the twelfth business day following such date or (ii) pursuant to an
irrevocable written election by the Optionee to use shares of Common Stock
issuable to the Optionee upon exercise of the Option to pay all or part of the
Option price or the withholding taxes made at least six months prior to the
payment of such Option price or withholding taxes.




SECTION 5.4 -- CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES

      The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:

      (a)   The admission of such shares to listing on all stock exchanges on
            which such class of stock is then listed;

      (b)   The completion of any registration or other qualification of such
            shares under any state or federal law, or under the rulings or
            regulations of the Securities and Exchange Commission or any other
            governmental regulatory body which the Committee shall, in its
            discretion, deem necessary or advisable.

      (c)   The obtaining of any approval or other clearance from any state or
            federal governmental agency which the Committee shall, in its
            discretion, determine to be necessary or advisable;

      (d)   The lapse of such reasonable period of time following the exercise
            of the Option as the Committee may establish from time to time for
            reasons of administrative convenience; and

      (e)   The receipt by the Company of full payment for such shares,
            including payment of any applicable withholding tax.

SECTION 5.5 -- RIGHTS AS STOCKHOLDERS

      The holders of Options shall not be, nor have any of the rights or
privileges of, stockholders of the Company in respect of any shares purchasable
upon the exercise of any Option (or portion thereof) unless and until
certificates representing such shares have been issued by the Company to such
holders.

SECTION 5.6 -- OWNERSHIP AND TRANSFER RESTRICTIONS

      The Committee, in its discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the exercise of an
Option, as it deems appropriate. Any such restriction shall be set forth in the
respective Option Agreement or another agreement among the Company and the
holder of such shares and may be referred to on the certificates evidencing such
shares.

                                   ARTICLE VI

                                 ADMINISTRATION

SECTION 6.1 -- COMPENSATION COMMITTEE

      The Compensation Committee (or another committee or a subcommittee of the
Board assuming the functions of the Committee under this Plan) shall consist of
two or more Directors appointed by and holding office at the pleasure of the
Board. Appointment of Committee members shall be effective upon




acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board.

SECTION 6.2 -- DUTIES AND POWERS OF COMMITTEE

      It shall be the duty of the Committee to conduct the general
administration of this Plan in accordance with its provisions. The Committee
shall have the power to interpret this Plan and the agreements pursuant to which
Options are granted, and to adopt such rules for the administration,
interpretation, and application of this Plan as are consistent therewith and to
interpret, amend or revoke any such rules. Any such grant under this Plan need
not be the same with respect to each Optionee. In its discretion, the Board may
at any time and from time to time, exercise any and all rights and duties of the
Committee under this Plan, except with respect to matters which under Rule 16b-3
or any regulations or rules issued there under, as applicable to the Company,
are required to be determined in the sole discretion of the Committee.

SECTION 6.3 -- MAJORITY RULE: UNANIMOUS WRITTEN CONSENT

      The Committee shall act by a majority of its members in attendance at a
meeting at which a quorum is present or by a memorandum or other written
instrument signed by all members of the Committee.

SECTION 6.4 -- PROFESSIONAL ASSISTANCE:  GOOD FAITH ACTIONS

      All expenses and liabilities, which members of the Committee incur in
connection with the administration of this Plan, shall be borne by the Company.
The Committee may, with the approval of the Board, employ attorneys,
consultants, accountants, appraisers, brokers, or other persons. The Committee,
the Company and the Company's officers and Directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions taken
and all interpretations and determinations made by the Committee or the Board in
good faith shall be final and binding upon all Optionees, the Company, and all
other interested persons. No members of the Committee or Board shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to this Plan or Options, and all members of the Committee and
the Board shall be fully protected by the Company in respect of any such action,
determination, or interpretation.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

SECTION 7.1 -- NOT TRANSFERABLE

      (a)   Options granted under this Plan may not be sold, pledged, assigned,
            or transferred in any manner other than by will or the laws of
            descent and distribution or pursuant to a QDRO, unless and until
            such Options have been exercised, or the shares underlying such
            Options have been issued, and all restrictions applicable to such
            shares have lapsed. No Option or interest or right therein shall be
            liable for the debts, contracts, or engagements of the Optionee or
            his or her successors in interest or shall be subject to disposition
            by transfer, alienation, anticipation, pledge, encumbrance,
            assignment or any other means whether such disposition be voluntary
            or involuntary or by operation of law by judgment, levy, attachment,
            garnishment, or any other legal or equitable proceedings (including


            bankruptcy), and any attempted disposition thereof shall be null and
            void and of no effect, except to the extent that such disposition is
            permitted by the preceding sentence.

      (b)   During the lifetime of the Optionee, only he or she may exercise an
            Option (or any portion thereof) granted to him or her under the
            Plan, unless it has been disposed of pursuant to a QDRO. After the
            death of the Optionee, any exercisable portion of an Option may,
            prior to the time when such portion becomes unexercisable under the
            Plan or the applicable Option Agreement or other agreement, be
            exercised by his or her personal representative or by any person
            empowered to do so under the deceased Optionee's will or under the
            then applicable laws of descent and distribution.

SECTION 7.2 -- AMENDMENT, SUSPENSION, OR TERMINATION OF THIS PLAN

      Except as otherwise provided in this Section 7.2, this Plan may be wholly
or partially amended or otherwise modified, suspended, or terminated at any time
or from time to time by the Board or the Committee. However, no action of the
Committee or Board that would require stockholder approval as a matter of
applicable law, regulation or rule shall be effective unless such stockholder
approval is obtained. No amendment, suspension or termination of this Plan
shall, without the consent of the holder of Options, alter or impair any rights
or obligations under any Options theretofore granted, unless the Option
Agreement itself otherwise expressly so provides. No Options may be granted
during any period of suspension or after termination of this Plan.

SECTION 7.3 -- CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION, OR
               LIQUIDATION OF THE COMPANY AND OTHER CORPORATE EVENTS

      (a)   Subject to Section 7.3(d), in the event that the Committee
            determines that any dividend or other distribution (whether in the
            form of cash, Common Stock, other securities, or other property),
            recapitalization, reclassification, stock split, reverse stock
            split, reorganization, merger, consolidation, split-up, spin-off,
            combination, repurchase, liquidation, dissolution, or sale,
            transfer, exchange or other disposition of all or substantially all
            of the assets of the Company (including, but not limited to a
            Company Sale), or exchange of Common Stock or other securities of
            the Company, issuance of warrants or other rights to purchase Common
            Stock or other securities of the Company, or other similar corporate
            transaction or event, in the Committee's sole discretion affects the
            Common Stock such that an adjustment is determined by the Committee
            to be appropriate in order to prevent dilution or enlargement of the
            benefits or potential benefits intended to be made available under
            the Plan or with respect to an Option, then the Committee shall, in
            such manner as it may deem equitable, adjust any or all of

                  (i)   The number and kind of shares of Common Stock (or other
                        securities or property) with respect to which Options
                        may be granted under the Plan (including, but not
                        limited to, adjustments of the limitations in Section
                        2.1 on the maximum number and kind of shares which may
                        be issued).

                  (ii)  The number and kind of shares of Common Stock (or other
                        securities or property) subject to outstanding Options,
                        and

                  (iii) The exercise price with respect to any Option.


      (b)   Subject to Section 7.3(d), in the event of any Company Sale or other
            transaction or event described in Section 7.3(a) or any unusual or
            nonrecurring transactions or events affecting the Company, any
            affiliate of the Company, or the financial statements of the Company
            or any affiliate, or of changes in applicable laws, regulations, or
            accounting principles, the Committee, in its discretion, is hereby
            authorized to take any one or more of the following actions whenever
            the Committee determines that such action is appropriate in order to
            prevent dilution or enlargement of the benefits or potential
            benefits intended to be made available under the Plan or with
            respect to any Option, to facilitate such transactions or events or
            to give effect to such changes in laws, regulations, or principles:

                  (i)   In its sole discretion, and on such terms and conditions
                        as it deems appropriate, the Committee may provide,
                        either by the terms of the Option Agreement or by action
                        taken prior to the occurrence of such transaction or
                        event and either automatically or upon the Optionee's
                        request, for either the purchase of any such Option for
                        an amount of cash equal to the amount that could have
                        been attained upon the exercise of such Option or
                        realization of the Optionee's rights had such Option
                        been currently exercisable or the replacement of such
                        Option with other rights or property selected by the
                        Committee in its sole discretion;

                  (ii)  In its sole discretion, the Committee may provide,
                        either by the terms of such Option or by action taken
                        prior to the occurrence of such transaction or event
                        that it cannot be exercised after such event;


                  (iii) In its sole discretion, and on such terms and conditions
                        as it deems appropriate, the Committee may provide,
                        either by the terms of such Option or by action taken
                        prior to the occurrence of such transaction or event,
                        that for a specified period of time prior to such
                        transaction or event, such Option shall be exercisable
                        as to all shares covered thereby, notwithstanding
                        anything to the contrary in (i) Section 4.4 or (ii) the
                        provisions of such Option Agreement,

                  (iv)  In its sole discretion, and on such terms and conditions
                        as it deems appropriate, the Committee may provide,
                        either by the terms of such Option or by action taken
                        prior to the occurrence of such transaction or event,
                        that upon such event, such Option be assumed by the
                        successor or survivor corporation, or a parent or
                        subsidiary thereof, or shall be substituted for by
                        similar Options, rights or awards covering the stock of
                        the successor or survivor corporation, or a parent or
                        subsidiary thereof, with appropriate adjustments as to
                        the number and kind of shares and prices; and

                  (v)   In its sole discretion, and on such terms and conditions
                        as it deems appropriate, the Committee may make
                        adjustments in the number and typed of shares of Common
                        Stock (or other securities or property) subject to
                        outstanding Options and/or in the terms and conditions
                        of




                        (including the exercise price), and the criteria
                        included in, outstanding Options and Options which may
                        be granted in the future.

      (c)   Subject to Sections 7.3(d) and 7.8, the Committee may, in its
            discretion, include such further provisions and limitations in any
            Option Agreement as it may deem equitable and in the best interests
            of the Company.

      (d)   No adjustment or action described in this Section 7.3 or in any
            other provision of the Plan shall be authorized to the extent that
            such adjustment or action would result in short-swing profits
            liability under Section 16 of the Exchange Act or violate the
            exemptive conditions of Rule 16b-3, unless the Committee determines
            that the Option is not to comply with such exemptive conditions.

      (e)   The number of shares of Common Stock subject to any Option shall
            always be rounded to the next whole number.

SECTION 7.4 -- APPROVAL OF PLAN BY STOCKHOLDERS

      This Plan will be submitted for the approval of the Company's stockholders
within twelve months after the date of the Board's initial adoption of this
Plan. Options may be granted prior to such stockholder approval, provided that
such Options shall not be exercisable prior to the time when this Plan is
approved by the stockholders; and provided further that if such approval has not
been obtained at the end of said twelve-month period, all Options previously
granted under this Plan shall thereupon be cancelled and become null and void.

SECTION 7.5 -- TAX WITHHOLDING

      The Company shall be entitled to the required payment in cash or deduction
from other compensation payable to each Optionee of any sums required by
federal, state or local tax law to be withheld with respect to the issuance,
vesting or exercise of any Option. Subject to the timing requirements of Section
5.3, the Committee may in its discretion and in satisfaction of the foregoing
requirements allow such Optionee to elect to have the Company withhold shares of
Common Stock otherwise issuable under such Option (or allow the return of shares
of Common Stock) having a Fair Market Value equal to the sums required to be
withheld.

SECTION 7.6 -- LOANS

      The Committee may, in its discretion, extend one or more loans to
Employees in connection with the exercise or receipt of an Option granted under
this Plan. The terms and conditions of any such loan shall be set by the
Committee.

SECTION 7.7 -- FORFEITURE PROVISIONS

      Pursuant to its general authority to determine the terms and conditions
applicable to Options under the Plan, the Committee shall have the right (to the
extent consistent with the applicable exemptive conditions of Rule 16b-3) to
provide, in the terms of Option Agreements made under the Plan, or to require
the recipient to agree by separate written instrument, that (a) any proceeds,
gains or other economic benefit actually or constructively received by the
recipient upon any receipt or exercise of an Option, or upon the receipt or
resale of any Common Stock underlying such Option, must be paid to the Company,
and (b) the Option shall terminate and any unexercised portion of such Option
(whether or not




vested) shall be forfeited, if (i) a Termination of Employment occurs prior to a
specified date, or within a specified time period following receipt or exercise
of the Option, or (ii) the recipient at any time, or during a specified time
period, engages in any activity in competition with the Company, or which is
inimical, contrary, or harmful to the interests of the Company, as further
defined by the Committee.

SECTION 7.8 -- LIMITATIONS APPLICABLE TO SECTION 16 PERSONS

      Notwithstanding any other provision of this Plan, the Plan and any Option
granted to any individual who is then subject to Section 16 of the Exchange Act
shall be subject to any additional limitations set forth in any applicable
exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3) that are requirements for the application of such exemptive rule,
and, to the extent permitted by applicable law, this Plan and Options granted
hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.

SECTION 7.9 -- EFFECT OF PLAN UPON OPTIONS AND COMPENSATION PLANS

      The adoption of this Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Subsidiary. Nothing in this
Plan shall be construed to limit the right of the Company (i) to establish any
other forms of incentives or compensation for Employees of the Company or any
Subsidiary or (ii) to grant or assume options or other rights otherwise than
under this Plan in connection with any proper corporate purpose including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise of the
business, stock, or assets of any corporation, partnership, firm, or
association.

SECTION 7.10 -- COMPLIANCE WITH LAWS

      This Plan, the granting and vesting of Options under this Plan, and the
issuance and delivery of shares of Common Stock under Options granted hereunder
are subject to compliance with all applicable federal and state laws, rules and
regulations (including, but not limited to, state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory,
or governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and
representation to the Company as the Company may deem necessary or desirable to
assure compliance with all applicable legal requirements. To the extent
permitted by applicable law, the Plan and Options granted hereunder shall be
deemed amended to the extent necessary to conform to such laws, rules, and
regulations.

SECTION 7.11 -- TITLES

      Titles are provided herein for convenience only and are not to serve as a
basis for interpretation or construction of this Plan.

SECTION 7.12 -- GOVERNING LAW

      This Plan and any agreements hereunder shall be administered, interpreted,
and enforced under the internal laws of the State of New York without regard to
conflicts of laws thereof.


      I hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of CommVault Systems, Inc. on May 22, 1996.

      Executed on this 22nd day of May, 1996.


                                                        /s/ David H. Ireland
                                                            --------------------
                                                            Secretary






                               AMENDMENT NO. 1 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 1 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan (the "Plan"). The Plan was duly
adopted by the Board of Directors of the Company on May 22, 1996.

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan.

      Section 2. Amendments.

            (a) The phrase "and other persons in a position to contribute to the
growth, development and financial success of the Company" is hereby inserted
after the word "employees" in the introductory sentence of the Plan.

            (b) The phrase "and other persons" is hereby inserted after the word
"employees" in paragraph (1) describing the purposes of the Plan.

            (c) The phrase "and other persons" is hereby inserted after the word
"employees" in paragraph (2) describing the purposes of the Plan.

            (d) In Section 1.15, the term "an Employee" is hereby deleted and
replaced with "a Participant."

            (e) In Section 1.26, all references to the word "Optionee" are
hereby deleted and replaced with the term "Employee."

            (f) Following Section 1.26, a new Section 1.27 is hereby added to
read in its entirety:

                  "Section 1.27 -- Participant. Participant shall mean those
            persons eligible to receive Options under the Plan as described in
            Section 3.1 of the Plan."

            (g) In Section 2.1, the number "1,800,000" in the second sentence is
hereby deleted and replaced with the number "9,700,000."

            (h) The following sentence is hereby added after the last sentence
of Section 2.2:

                  "Moreover, any Shares issued to an Optionee as a result of the
            exercise of Options granted pursuant to this Plan which are
            repurchased by the Company may again be optioned hereunder."

            (i) Section 3.1 is hereby deleted in its entirety and the following
is hereby inserted in its stead:


                  "Section 3.1 - Eligibility. Participants eligible to receive
            Options under the Plan will be Employees and other persons who, in
            the opinion of the Committee, are in a position to make a
            significant contribution to the success of the Company, a Parent or
            any Subsidiaries, including, without limitation, (a) Directors of
            the Company who are not Employees, and (b) consultants and agents of
            the Company, a Parent or any Subsidiary; provided, that such
            consultants and agents are actively engaged in the conduct of the
            business of the Company, a Parent or any Subsidiary."

            (j) In Section 3.2, all references to the word "Employee" are hereby
deleted and replaced with the word "Participant."

            (k) In Section 4.5, the word "employer" in the first sentence is
hereby deleted and replaced with the word "company."

            (l) In Section 7.6, the word "Employees" in the first sentence is
hereby deleted and replaced with the word "Participants."

            (m) In Section 7.7, the following language is hereby inserted at the
end of the last sentence:

                  "or (iii) in the case of a non-employee Director, the
            non-employee Director ceases to be a member of the Board of
            Directors of the Company or (iv) in the case of a consultant or
            agent such consultant or agent is no longer actively engaged in the
            conduct of the business of the Company, a Parent or any Subsidiary."

      Section 3. Effect. Except as amended by this Agreement, the Plan remains
in full force and effect and nothing herein shall affect, or be deemed to be a
waiver of, the other terms and provisions of the Plan.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan to "this
Plan," "hereunder," "hereof" or words of like import referring to the Plan shall
mean and be a reference to the Plan as amended or otherwise modified hereby.






      I hereby certify that the foregoing Amendment No. 1 to the CommVault
Systems, Inc. 1996 Stock Option Plan was duly adopted by the Board of Directors
of CommVault Systems, Inc. on July 25, 2000 and by written consent of a majority
of the Company's stockholders on August 25, 2000.

Dated:  August 25, 2000


                                            /s/ Louis Miceli
                                            ----------------
                                            Secretary






                               AMENDMENT NO. 2 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 2 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan (the "Plan") and the Amendment
No. 1 to the CommVault Systems, Inc. 1996 Stock Option Plan (the "1st
Amendment"). The Plan was duly adopted by the Board of Directors of the Company
on May 22, 1996. The 1st Amendment was duly adopted by the Board of Directors,
on July 25, 2000, and the Stockholders, on August 25, 2000.

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan
and the 1st Amendment.

      Section 2. Amendments. In Section 2.1, the number "9,700,000" in the
second sentence is hereby deleted and replaced with the number "11,700,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan and the
1st Amendment remain in full force and effect and nothing herein shall affect,
or be deemed to be a waiver of, the other terms and provisions of the Plan or
the 1st Amendment.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan, the 1st
Amendment or the 2nd Amendment to "this Plan," "hereunder," "hereof" or words of
like import referring to the Plan, the 1st Amendment or the 2nd Amendment
thereto shall mean and be a reference to the Plan as amended or otherwise
modified hereby.

      I hereby certify that the foregoing Amendment No. 2 to the CommVault
Systems, Inc. 1996 Stock Option Plan was duly adopted by the Board of Directors
of CommVault Systems, Inc. on December 5, 2000.

Dated:  December 19, 2000


                                       /s/ Louis Miceli
                                    -----------------------------------
                                    Secretary




                               AMENDMENT NO. 3 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 3 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan (the "Plan") and Amendment No. 1
to the CommVault Systems, Inc. 1996 Stock Option Plan (the "1st Amendment") and
Amendment No. 2 to the CommVault Systems, Inc. 1996 Stock Option Plan (the "2nd
Amendment"). The Plan was duly adopted by the Board of Directors of the Company
on May 22, 1996. The 1st Amendment was duly adopted by the Board of Directors,
on July 25, 2000, and the Stockholders, on August 25, 2000. The 2nd Amendment
was duly adopted by the Board of Directors, on December 5, 2000.

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan,
the 1st Amendment and the 2nd Amendment.

      Section 2. Amendments. In Section 2.1, the number "11,700,000" in the
second sentence is hereby deleted and replaced with the number "12,900,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan, the 1st
Amendment and the 2nd Amendment remain in full force and effect and nothing
herein shall affect, or be deemed to be a waiver of, the other terms and
provisions of the Plan, the 1st Amendment or the 2nd Amendment.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan, the 1st
Amendment, the 2nd Amendment, or the 3rd Amendment to "this Plan," "hereunder,"
"hereof" or words of like import referring to the Plan, the 1st Amendment, the
2nd Amendment, or the 3rd Amendment thereto shall mean and be a reference to the
Plan as amended or otherwise modified hereby.

      I hereby certify that the foregoing Amendment No. 3 to the CommVault
Systems, Inc. 1996 Stock Option Plan was duly adopted by the Board of Directors
of CommVault Systems, Inc. by Unanimous Written Consent on May 3, 2001.

Dated:  May 3, 2001

                                       /s/ Lou Miceli
                                    --------------------------------
                                    Secretary




                               AMENDMENT NO. 4 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 4 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan (the "Plan") and Amendment No. 1
to the CommVault Systems, Inc. 1996 Stock Option Plan (the "1st Amendment"),
Amendment No. 2 to the CommVault Systems, Inc. 1996 Stock Option Plan (the "2nd
Amendment") and Amendment No. 3 to the CommVault Systems, Inc. 1996 Stock Option
Plan (the "3rd Amendment"). The Plan was duly adopted by the Board of Directors
of the Company on May 22, 1996. The 1st Amendment was duly adopted by the Board
of Directors, on July 25, 2000, and the Stockholders, on August 25, 2000. The
2nd Amendment was duly adopted by the Board of Directors on December 5, 2000.
The 3rd Amendment was duly adopted by the Board of Directors on May 3, 2001.

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan,
the 1st Amendment, the 2nd Amendment and the 3rd Amendment.

      Section 2. Amendments. In Section 2.1, the number "12,900,000" in the
second sentence is hereby deleted and replaced with the number "14,450,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan, the 1st
Amendment, the 2nd Amendment and the 3rd Amendment remain in full force and
effect and nothing herein shall affect, or be deemed to be a waiver of, the
other terms and provisions of the Plan, the 1st Amendment, the 2nd Amendment or
the 3rd Amendment.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan, the 1st
Amendment, the 2nd Amendment, the 3rd Amendment or this 4th Amendment to "this
plan," "hereunder," "hereof" or words of like import referring to the Plan, the
1st Amendment, the 2nd Amendment, the 3rd Amendment or this 4th Amendment
thereto shall mean and be a reference to the Plan as amended or otherwise
modified hereby.

      I hereby certify that the foregoing Amendment No. 4 to the CommVault
Systems, Inc. 1996 Stock Option Plan was duly adopted by the Board of Directors
of CommVault Systems, Inc. on July 25, 2002.

Dated:  July 25, 2002


                                        /s/ Louis Miceli
                                    -----------------------------------
                                    Louis Miceli
                                    Secretary




                               AMENDMENT NO. 5 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 5 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan (the "Plan") and Amendment No. 1
to the CommVault Systems, Inc. 1996 Stock Option Plan (the "1st Amendment"),
Amendment No. 2 to the CommVault Systems, Inc. 1996 Stock Option Plan (the "2nd
Amendment"), Amendment No. 3 to the CommVault Systems, Inc. 1996 Stock Option
Plan (the "3rd Amendment") and Amendment No. 4 to the CommVault System, Inc.
1996 Stock Option Plan (the "4th Amendment"). The Plan was duly adopted by the
Board of Directors of the Company on May 22, 1996. The 1st Amendment was duly
adopted by the Board of Directors, on July 25, 2000, and the Stockholders, on
August 25, 2000. The 2nd Amendment was duly adopted by the Board of Directors on
December 5, 2000. The 3rd Amendment was duly adopted by the Board of Directors
on May 3, 2001. The 4th Amendment was duly adopted by the Board of Directors on
July 25, 2002.

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan,
the 1st Amendment, the 2nd Amendment, the 3rd Amendment and the 4th Amendment.

      Section 2. Amendments. In Section 2.1, the number "14,450,000" in the
second sentence is hereby deleted and replaced with the number "15,950,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan, the 1st
Amendment, the 2nd Amendment, the 3rd Amendment and the 4th Amendment remain in
full force and effect and nothing herein shall affect, or be deemed to be a
waiver of, the other terms and provisions of the Plan, the 1st Amendment, the
2nd Amendment, the 3rd Amendment or the 4th Amendment.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan, the 1st
Amendment, the 2nd Amendment, the 3rd Amendment, the 4th Amendment or this 5th
Amendment to "this plan," "hereunder," "hereof" or words of like import
referring to the Plan, the 1st Amendment, the 2nd Amendment, the 3rd Amendment,
the 4th Amendment or this 5th Amendment thereto shall mean and be a reference to
the Plan as amended or otherwise modified hereby.

      I hereby certify that the foregoing Amendment No. 5 to the CommVault
Systems, Inc. 1996 Stock Option Plan was duly adopted by the Board of Directors
of CommVault Systems, Inc. on May 1, 2003.

Dated:  May 1, 2003

                              /s/ Louis Miceli
                                  -----------------------------
                                  Louis Miceli
                                  Secretary






                                  AMENDMENT TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan, as such plan has previously been
amended (the "Plan").

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan.

      Section 2. Amendments. In the preamble of the Plan, the purpose of the
plan shall be hereby deleted and replaced with the following:

      (1)   Purpose. The CommVault Systems, Inc. 1996 Stock Option Plan (the
            "Plan") has been established by CommVault Systems, Inc. (the
            "Company") to (i) attract and retain persons eligible to participate
            in the Plan; (ii) motivate Participants, by means of appropriate
            incentives, to achieve long-range goals; (iii) provide incentive
            compensation opportunities that are competitive with those of other
            similar companies; and (iv) further align Participants' interests
            with those of the Company's other stockholders through compensation
            that is based on the Company's common stock; and thereby promote the
            long-term financial interest of the Company and the Subsidiaries,
            including the growth in value of the Company's equity and
            enhancement of long-term stockholder return.

      (2)   Participation. Subject to the terms and conditions of the Plan, the
            Committee shall determine and designate, from time to time, from
            among the Eligible Individuals (including transferees of Eligible
            Individuals to the extent the transfer is permitted by the Plan or
            the Option Agreement), those persons who will be granted one or more
            Options under the Plan, and thereby become "Participants" or
            "Optionees" in the Plan.

In addition, the following definition of Eligible Individuals shall be added to
Article I of the Plan, and the term "Employee" shall be replaced with the term
Eligible Individual wherever it is appropriate that such change be made, in
order to comply with the intent of this Amendment:

      Eligible Individual. The term "Eligible Individual" shall mean any
      employee of the Company or a Subsidiary and any consultant, director, or
      other person providing services to the Company or a Subsidiary. An Option
      may be granted to an individual, in connection with hiring, retention or
      otherwise, prior to the date the individual first performs services for
      the Company or the Subsidiaries, provided that such Options



      shall not become vested prior to the date the individual first performs
      such services.

      Section 3. Effect. Except as amended by this Amendment, the Plan shall
remain in full force and effect and nothing herein shall affect, or be deemed to
be a waiver of, the other terms and provisions of the Plan.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan or this
Amendment to "this plan," "hereunder," "hereof" or words of like import
referring to the Plan or this Amendment shall mean and be a reference to the
Plan as amended or otherwise modified hereby.

Dated:  December__, 2004

                                          /s/ Louis Miceli
                                              --------------------
                                              Secretary







                               AMENDMENT NO. 7 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 7 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan, as such plan has previously been
amended (the "Plan").

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan.

      Section 2. Amendments. In Section 2.1 of the Plan, the number of options
authorized under the plan in the second sentence is hereby replaced with the
number "19,410,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan shall
remain in full force and effect and nothing herein shall affect, or be deemed to
be a waiver of, the other terms and provisions of the Plan.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan or this
Amendment to "this plan," "hereunder," "hereof" or words of like import
referring to the Plan or this Amendment shall mean and be a reference to the
Plan as amended or otherwise modified hereby.

Dated:  January 29, 2005

                                                     /s/ Warren Mondschein
                                                         --------------------
                                                         Secretary






                               AMENDMENT NO. 8 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 7 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan, as such plan has previously been
amended (the "Plan").

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan.

      Section 2. Amendments. In Section 2.1 of the Plan, the number of options
authorized under the plan in the second sentence is hereby replaced with the
number "22,410,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan shall
remain in full force and effect and nothing herein shall affect, or be deemed to
be a waiver of, the other terms and provisions of the Plan.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan or this
Amendment to "this plan," "hereunder," "hereof" or words of like import
referring to the Plan or this Amendment shall mean and be a reference to the
Plan as amended or otherwise modified hereby.

Dated:  May 5, 2005

                                                       /s/ Warren Mondschein
                                                           --------------------
                                                           Secretary






                               AMENDMENT NO. 9 TO
                           THE COMMVAULT SYSTEMS, INC.
                             1996 STOCK OPTION PLAN

      Pursuant to this Amendment No. 9 to the CommVault Systems, Inc. 1996 Stock
Option Plan (this "Amendment"), CommVault Systems, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), does hereby amend its
CommVault Systems, Inc. 1996 Stock Option Plan, as such plan has previously been
amended (the "Plan").

      Section 1. Defined Terms. All capitalized terms used but not defined in
this Amendment have the respective meanings ascribed to such terms in the Plan.

      Section 2. Amendments. In Section 2.1 of the Plan, the number of options
authorized under the plan in the second sentence is hereby replaced with the
number "23,410,000."

      Section 3. Effect. Except as amended by this Amendment, the Plan shall
remain in full force and effect and nothing herein shall affect, or be deemed to
be a waiver of, the other terms and provisions of the Plan.

      Section 4. Reference to and Effect on the Plan. On and after the date
which this Amendment becomes effective, each reference in the Plan or this
Amendment to "this plan," "hereunder," "hereof" or words of like import
referring to the Plan or this Amendment shall mean and be a reference to the
Plan as amended or otherwise modified hereby.

Dated:  January 27, 2006


                                                       /s/ Warren Mondschein
                                                           --------------------
                                                           Secretary

                                                                    EXHIBIT 10.3


                             COMMVAULT SYSTEMS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

                          Mayer, Brown, Rowe & Maw LLP
                                Chicago, Illinois





                             COMMVAULT SYSTEMS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

                             COMMVAULT SYSTEMS, INC.

                                   Certificate

      I,___________________, ______________ of CommVault Systems, Inc., having
in my custody and possession the corporate records of said corporation, do
hereby certify that attached hereto is a true and correct copy of the CommVault
Systems, Inc. Long-Term Stock Incentive Plan as currently in effect.

      WITNESS my hand this ___ day of ____________, 2006.


                                             ___________________________________
                                             As Aforesaid





                             COMMVAULT SYSTEMS, INC.
                         LONG-TERM STOCK INCENTIVE PLAN

                                    Section 1
                                     GENERAL

1.1      Purpose. The CommVault Systems, Inc. Long-Term Stock Incentive Plan
         (the "Plan") has been established by CommVault Systems, Inc. (the
         "Company") to (i) attract and retain persons eligible to participate in
         the Plan; (ii) motivate Participants, by means of appropriate
         incentives, to achieve long-range goals; (iii) provide incentive
         compensation opportunities that are competitive with those of other
         similar companies; and (iv) further align Participants' interests with
         those of the Company's other stockholders through compensation that is
         based on the Company's common stock; and thereby promote the long-term
         financial interest of the Company and the Subsidiaries, including the
         growth in value of the Company's equity and enhancement of long-term
         stockholder return.

1.2      Participation. Subject to the terms and conditions of the Plan, the
         Committee shall determine and designate, from time to time, from among
         the Eligible Individuals (including transferees of Eligible Individuals
         to the extent the transfer is permitted by the Plan and the applicable
         Award Agreement), those persons who will be granted one or more Awards
         under the Plan, and thereby become "Participants" in the Plan.

1.3      Operation, Administration, and Definitions. The operation and
         administration of the Plan, including the Awards made under the Plan,
         shall be subject to the provisions of Section 4 (relating to operation
         and administration). Capitalized terms in the Plan shall be defined as
         set forth in the Plan (including the definition provisions of Section
         8).

                                    Section 2
                                OPTIONS AND SARS

2.1      Definitions.

         (a)      The grant of an "Option" entitles the Participant to purchase
                  shares of Stock at an Exercise Price established by the
                  Committee. Any Option granted under this Section 2 may be
                  either an incentive stock option (an "ISO") or a non-qualified
                  option (an "NQO"), as determined in the discretion of the
                  Committee. An "ISO" is an Option that is intended to satisfy
                  the requirements applicable to an "incentive stock option"
                  described in section 422(b) of the Code. An "NQO" is an Option
                  that is not intended to be an "incentive stock option" as that
                  term is described in section 422(b) of the Code.

         (b)      A stock appreciation right (an "SAR") entitles the Participant
                  to receive, in cash or Stock (as determined in accordance with
                  subsection 2.5), value equal to (or otherwise based on) the
                  excess of: (a) the Fair Market Value of a specified number of
                  shares of Stock at the time of exercise; over (b) an Exercise
                  Price established by the Committee.





2.2      Exercise Price. The "Exercise Price" of each Option and SAR granted
         under this Section 2 shall be established by the Committee or shall be
         determined by a method established by the Committee at the time the
         Option or SAR is granted; provided that, the Exercise Price shall not
         be less than 100% of the Fair Market Value of a share of Stock on the
         date of grant; and further provided that the Exercise Price for an
         Option or SAR with respect to a share of Stock shall not be less than
         the par value of a share of Stock.

2.3      Exercise. An Option and an SAR shall be exercisable in accordance with
         such terms and conditions and during such periods as may be established
         by the Committee.

2.4      Payment of Option Exercise Price. The payment of the Exercise Price of
         an Option granted under this Section 2 shall be subject to the
         following:

         (a)      Subject to the following provisions of this subsection 2.4,
                  the full Exercise Price for shares of Stock purchased upon the
                  exercise of any Option shall be paid at the time of such
                  exercise (except that, in the case of an exercise arrangement
                  approved by the Committee and described in paragraph 2.4(c),
                  payment may be made as soon as practicable after the
                  exercise).

         (b)      The Exercise Price shall be payable in cash or by tendering,
                  by either actual delivery of shares or by attestation, shares
                  of Stock valued at Fair Market Value as of the day of
                  exercise, or in any combination thereof, as determined by the
                  Committee. Except as otherwise provided by the Committee,
                  payments made with shares of Stock shall be limited to shares
                  held by the Participant for not less than six months prior to
                  the payment date.

         (c)      The Committee may permit a Participant to elect to pay the
                  Exercise Price upon the exercise of an Option by irrevocably
                  authorizing a third party to sell shares of Stock (or a
                  sufficient portion of the shares) acquired upon exercise of
                  the Option and remit to the Company a sufficient portion of
                  the sale proceeds to pay the entire Exercise Price and any tax
                  withholding resulting from such exercise.

         (d)      The Committee may permit a Participant to elect to pay the
                  Exercise Price upon the exercise of an Option by delivery of a
                  promissory note containing such terms as the Committee shall
                  establish.

2.5      Settlement of Award. Settlement of Options and SARs is subject to
         subsection 4.7.

                                    Section 3
                               OTHER STOCK AWARDS

3.1      Definitions.

         (a)      A "Bonus Stock" Award is a grant of shares of Stock in return
                  for previously performed services, or in return for the
                  Participant surrendering other compensation that may be due,
                  or in return for amounts paid by the Participant.


                                       2



         (b)      A "Stock Unit" Award is the grant of a right to receive shares
                  of Stock in the future.

         (c)      A "Performance Share" Award is a grant of a right to receive
                  shares of Stock or Stock Units which is contingent on the
                  achievement of performance or other objectives during a
                  specified period.

         (d)      A "Restricted Stock" Award is a grant of shares of Stock, and
                  a "Restricted Stock Unit" Award is the grant of a right to
                  receive shares of Stock in the future, with such shares of
                  Stock or right to future delivery of such shares of Stock
                  subject to a risk of forfeiture or other restrictions that
                  will lapse upon the achievement of one or more goals relating
                  to completion of service by the Participant, or achievement of
                  performance or other objectives, as determined by the
                  Committee.

3.2      Restrictions on Awards. Each Bonus Stock Award, Stock Unit Award,
         Performance Share Award, Restricted Stock Award and Restricted Stock
         Unit Award shall be subject to such conditions, restrictions and
         contingencies as the Committee shall be subject to the following:

         (a)      Any such Award shall be subject to such conditions,
                  restrictions and contingencies as the Committee shall
                  determine.

         (b)      The Committee may designate whether any such Award being
                  granted to any Participant is intended to be
                  "performance-based compensation" as that term is used in
                  section 162(m) of the Code. Any such Awards designated as
                  intended to be "performance-based compensation" shall be
                  conditioned on the achievement of one or more Performance
                  Measures, to the extent required by Code section 162(m). The
                  Performance Measures established by the Committee may be with
                  respect to corporate performance, operating group or sub-group
                  performance, individual company performance, other group or
                  individual performance, or division performance, may be
                  measured gross or net and may be on a total or per share
                  basis. The Performance Measures that may be used by the
                  Committee for such Awards shall be based on any one or more of
                  the following, as selected by the Committee: earnings (e.g.,
                  earnings before income taxes, or "EBIT"; earnings before
                  income taxes, depreciation and amortization, or "EBITDA";
                  earnings per share, or "EPS"), financial return ratios (e.g.,
                  return on investment, or "ROI"; return on invested capital, or
                  "ROIC"; return on equity, or "ROE"), revenue, operating or net
                  cash flows, total shareholder return, market share, operating
                  income or net income, debt load reduction, expense management,
                  stock price and strategic business objectives, consisting of
                  one or more objectives based on meeting specific cost targets,
                  business expansion goals and goals relating to acquisitions or
                  divestitures. For Awards under this Section 3 intended to be
                  "performance-based compensation," the grant of the Awards and
                  the establishment of the Performance Measures shall be made
                  during the period required under Code section 162(m).


                                       3



                                    Section 4
                          OPERATION AND ADMINISTRATION

4.1      Effective Date. Subject to the approval of the stockholders of the
         Company, the Plan shall be effective as of the completion of an initial
         public offering of the Stock (the "Effective Date"); provided, however,
         that to the extent that Awards are granted under the Plan prior to its
         approval by stockholders, the Awards shall be contingent on approval of
         the Plan by the stockholders of the Company. The Plan shall be
         unlimited in duration and, in the event of Plan termination, shall
         remain in effect as long as any Awards under it are outstanding;
         provided, however, that no Awards may be granted under the Plan after
         the ten-year anniversary of the Effective Date (except for Awards
         granted pursuant to commitments entered into prior to such ten-year
         anniversary).

4.2      Shares Subject to Plan. The shares of Stock for which Awards may be
         granted under the Plan shall be subject to the following:

         (a)      The shares of Stock with respect to which Awards may be made
                  under the Plan shall be shares currently authorized but
                  unissued or currently held or, to the extent permitted by
                  applicable law, subsequently acquired by the Company as
                  treasury shares, including shares purchased in the open market
                  or in private transactions.

         (b)      Subject to the following provisions of this subsection 4.2,
                  the maximum number of shares of Stock that may be delivered to
                  Participants and their beneficiaries under the Plan shall be
                  equal to 6,000,000 shares of Stock, plus, if on April 1 of any
                  year in which the Plan is in effect the number of shares of
                  Stock with respect to which Awards may be granted is less than
                  five percent (5%) of the number of outstanding shares of Stock
                  on such date, an annual increase (determined as of April 1 of
                  each year) of an amount of shares such that the total number
                  of shares available for Awards under the Plan is equal to five
                  percent (5%) of the number of outstanding shares of Stock on
                  such date.

         (c)      To the extent provided by the Committee, any Award may be
                  settled in cash rather than Stock. To the extent any shares of
                  Stock covered by an Award are not delivered to a Participant
                  or beneficiary because the Award is forfeited or canceled, or
                  the shares of Stock are not delivered because the Award is
                  settled in cash or used to satisfy the applicable tax
                  withholding obligation, such shares shall not be deemed to
                  have been delivered for purposes of determining the maximum
                  number of shares of Stock available for delivery under the
                  Plan.

         (d)      If the exercise price of any stock option granted under the
                  Plan is satisfied by tendering shares of Stock to the Company
                  (by either actual delivery or by attestation), only the number
                  of shares of Stock issued net of the shares of Stock tendered
                  shall be deemed delivered for purposes of determining the
                  maximum number of shares of Stock available for delivery under
                  the Plan.

         (e)      Subject to paragraph 4.2(f), the following additional maximums
                  are imposed under the Plan:


                                       4



                  (i)      The maximum number of shares of Stock that may be
                           issued pursuant to Options intended to be ISOs shall
                           be 25,000,000 shares during the duration of the Plan.

                  (ii)     The maximum number of shares that may be covered by
                           Awards granted to any one individual pursuant to
                           Section 2 (relating to Options and SARs) shall be
                           25,000,000 shares during the duration of the Plan. If
                           an Option is in tandem with an SAR, such that the
                           exercise of the Option or SAR with respect to a share
                           of Stock cancels the tandem SAR or Option right,
                           respectively, with respect to such share, the tandem
                           Option and SAR rights with respect to each share of
                           Stock shall be counted as covering but one share of
                           Stock for purposes of applying the limitations of
                           this paragraph (ii).

                  (iii)    For Stock Unit Awards, Performance Share Awards,
                           Restricted Stock Awards or Restricted Unit Awards
                           that are intended to be "performance-based
                           compensation" (as that term is used for purposes of
                           Code section 162(m)), no more than 25,000,000 shares
                           of Stock may be subject to such Awards granted to any
                           one individual during duration of the Plan
                           (regardless of when such shares are deliverable) and
                           if such Awards are settable in cash, no more than
                           $1,000,000 may be subject to such Awards granted to
                           any individual during any one-calendar-year period
                           (regardless of when such amounts are deliverable.

         (f)      In the event of a corporate transaction involving the Company
                  (including, without limitation, any stock dividend, stock
                  split, extraordinary cash dividend, recapitalization,
                  reorganization, merger, consolidation, split-up, spin-off,
                  combination or exchange of shares), the Committee may adjust
                  Awards to preserve the benefits or potential benefits of the
                  Awards. Action by the Committee may include: (i) adjustment of
                  the number and kind of shares which may be delivered under the
                  Plan; (ii) adjustment of the number and kind of shares subject
                  to outstanding Awards; (iii) adjustment of the Exercise Price
                  of outstanding Options and SARs; and (iv) any other
                  adjustments that the Committee determines to be equitable.

4.3      General Restrictions. Delivery of shares of Stock or other amounts
         under the Plan shall be subject to the following:

         (a)      Notwithstanding any other provision of the Plan, the Company
                  shall have no liability to deliver any shares of Stock under
                  the Plan or make any other distribution of benefits under the
                  Plan unless such delivery or distribution would comply with
                  all applicable laws (including, without limitation, the
                  requirements of the Securities Act of 1933, and the applicable
                  requirements of any securities exchange or similar entity.

         (b)      To the extent that the Plan provides for issuance of stock
                  certificates to reflect the issuance of shares of Stock, the
                  issuance may be effected on a non-certificated


                                       5


                  basis, to the extent not prohibited by applicable law or the
                  applicable rules of any stock exchange.

4.4      Tax Withholding. All distributions under the Plan are subject to
         withholding of all applicable taxes, and the Committee may condition
         the delivery of any shares or other benefits under the Plan on
         satisfaction of the applicable withholding obligations. The Committee,
         in its discretion, and subject to such requirements as the Committee
         may impose prior to the occurrence of such withholding, may permit such
         withholding obligations to be satisfied through (a) cash payment by the
         Participant, (b) through the surrender of shares of Stock which the
         Participant already owns (provided, however, that to the extent shares
         described in this paragraph (b) are used to satisfy more than the
         minimum statutory withholding obligation, as described below, then,
         except as otherwise provided by the Committee, payments made with
         shares of Stock in accordance with this paragraph (b) above shall be
         limited to shares held by the Participant for not less than six months
         prior to the payment date), or (c) through the surrender of shares of
         Stock to which the Participant is otherwise entitled under the Plan;
         provided, however, that such shares under this paragraph (c) may be
         used to satisfy not more than the Company's minimum statutory
         withholding obligation (based on minimum statutory withholding rates
         for Federal and state tax purposes, including payroll taxes, that are
         applicable to such supplemental taxable income).

4.5      Grant and Use of Awards. In the discretion of the Committee, a
         Participant may be granted any Award permitted under the provisions of
         the Plan, and more than one Award may be granted to a Participant.
         Awards may be granted as alternatives to or replacement of awards
         granted or outstanding under the Plan, or any other plan or arrangement
         of the Company or a Subsidiary (including a plan or arrangement of a
         business or entity, all or a portion of which is acquired by the
         Company or a Subsidiary). Subject to the overall limitation on the
         number of shares of Stock that may be delivered under the Plan, the
         Committee may use available shares of Stock as the form of payment for
         compensation, grants or rights earned or due under any other
         compensation plans or arrangements of the Company or a Subsidiary,
         including the plans and arrangements of the Company or a Subsidiary
         assumed in business combinations.

4.6      Dividends and Dividend Equivalents. An Award (including without
         limitation an Option or SAR Award) may provide the Participant with the
         right to receive dividend payments or dividend equivalent payments with
         respect to Stock subject to the Award (both before and after the Stock
         subject to the Award is earned, vested, or acquired), which payments
         may be either made currently or credited to an account for the
         Participant, and may be settled in cash or Stock, as determined by the
         Committee. Any such settlements, and any such crediting of dividends or
         dividend equivalents or reinvestment in shares of Stock, may be subject
         to such conditions, restrictions and contingencies as the Committee
         shall establish, including the reinvestment of such credited amounts in
         Stock equivalents.

4.7      Settlement of Awards. The obligation to make payments and distributions
         with respect to Awards may be satisfied through cash payments, the
         delivery of shares of Stock, the granting of replacement Awards, or
         combination thereof as the Committee shall determine. Satisfaction of
         any such obligations under an Award, which is sometimes


                                       6


         referred to as "settlement" of the Award, may be subject to such
         conditions, restrictions and contingencies as the Committee shall
         determine. The Committee may permit or require the deferral of any
         Award payment, subject to such rules and procedures as it may
         establish, which may include provisions for the payment or crediting of
         interest or dividend equivalents, and may include converting such
         credits into deferred Stock equivalents. Each Subsidiary shall be
         liable for payment of cash due under the Plan with respect to any
         Participant to the extent that such benefits are attributable to the
         services rendered for that Subsidiary by the Participant. Any disputes
         relating to liability of a Subsidiary for cash payments shall be
         resolved by the Committee.

4.8      Transferability. Except as otherwise provided by the Committee, Awards
         under the Plan are not transferable except as designated by the
         Participant by will or by the laws of descent and distribution.

4.9      Form and Time of Elections. Unless otherwise specified herein, each
         election required or permitted to be made by any Participant or other
         person entitled to benefits under the Plan, and any permitted
         modification, or revocation thereof, shall be in writing filed with the
         Committee at such times, in such form, and subject to such restrictions
         and limitations, not inconsistent with the terms of the Plan, as the
         Committee shall require.

4.10     Agreement With Company. An Award under the Plan shall be subject to
         such terms and conditions, not inconsistent with the Plan, as the
         Committee shall, in its sole discretion, prescribe. The terms and
         conditions of any Award to any Participant shall be reflected in such
         form of written document as is determined by the Committee. A copy of
         such document shall be provided to the Participant, and the Committee
         may, but need not require that the Participant sign a copy of such
         document. Such document is referred to in the Plan as an "Award
         Agreement" regardless of whether any Participant signature is required.

4.11     Action by Company or Subsidiary. Any action required or permitted to be
         taken by the Company or any Subsidiary shall be by resolution of its
         board of directors, or by action of one or more members of the board
         (including a committee of the board) who are duly authorized to act for
         the board, or (except to the extent prohibited by applicable law or
         applicable rules of any stock exchange) by a duly authorized officer of
         such company.

4.12     Gender and Number. Where the context admits, words in any gender shall
         include any other gender, words in the singular shall include the
         plural and the plural shall include the singular.

4.13     Limitation of Implied Rights.

         (a)      Neither a Participant nor any other person shall, by reason of
                  participation in the Plan, acquire any right in or title to
                  any assets, funds or property of the Company or any Subsidiary
                  whatsoever, including, without limitation, any specific funds,
                  assets, or other property which the Company or any Subsidiary,
                  in its sole discretion, may set aside in anticipation of a
                  liability under the Plan. A Participant shall have only a
                  contractual right to the Stock or amounts, if any,


                                       7


                  payable under the Plan, unsecured by any assets of the Company
                  or any Subsidiary, and nothing contained in the Plan shall
                  constitute a guarantee that the assets of the Company or any
                  Subsidiary shall be sufficient to pay any benefits to any
                  person.

         (b)      The Plan does not constitute a contract of employment, and
                  selection as a Participant will not give any participating
                  employee or other individual the right to be retained in the
                  employ of the Company or any Subsidiary or the right to
                  continue to provide services to the Company or any Subsidiary,
                  nor any right or claim to any benefit under the Plan, unless
                  such right or claim has specifically accrued under the terms
                  of the Plan. Except as otherwise provided in the Plan, no
                  Award under the Plan shall confer upon the holder thereof any
                  rights as a stockholder of the Company prior to the date on
                  which the individual fulfills all conditions for receipt of
                  such rights.

4.14     Evidence. Evidence required of anyone under the Plan may be by
         certificate, affidavit, document or other information which the person
         acting on it considers pertinent and reliable, and signed, made or
         presented by the proper party or parties.

                                    Section 5
                                CHANGE IN CONTROL

         Subject to the provisions of paragraph 4.2(f) (relating to the
adjustment of shares), and except as otherwise provided in the Plan or the Award
Agreement reflecting the applicable Award, (a) upon a Change in Control that is
a merger or consolidation pursuant to which the Company is the surviving
corporation (other than a merger or consolidation pursuant to which the Company
survives but pursuant to which a majority of its outstanding shares of Stock are
converted into securities of another corporation or entity or are exchanged for
other consideration), any Option granted hereunder shall pertain and apply to
the securities which a holder of the number of shares of Stock then subject to
the Option would have been entitled to receive, and (b) upon a Change in Control
that is a dissolution or liquidation of the Company or a merger or consolidation
pursuant to which the Company is not the surviving corporation or pursuant to
which a majority of its outstanding shares of Stock are so converted or
exchanged, every Option hereunder shall terminate; provided, however, that if
any dissolution, liquidation, merger or consolidation described in paragraph (b)
is contemplated, the Company shall either arrange for any corporation succeeding
to the business or assets of the Company to issue to the Participant replacement
awards (which, in the case of ISOs, shall satisfy the requirements of the
Section 424 of the Code) on such corporation's stock or shall make the
outstanding Options fully exercisable (even if they would not otherwise then be
exercisable) at least 20 days before the effective date of any such dissolution,
liquidation, merger or consolidation.

                                    Section 6
                                    COMMITTEE

6.1      Administration. The authority to control and manage the operation and
         administration of the Plan shall be vested in a committee (the
         "Committee") in accordance with this Section 6. The Committee shall be
         the Committee appointed by the Board. If the


                                       8


         Committee does not exist, or for any other reason determined by the
         Board, the Board may take any action under the Plan that would
         otherwise be the responsibility of the Committee.

6.2      Powers of Committee. The Committee's administration of the Plan shall
         be subject to the following:

         (a)      Subject to the provisions of the Plan, the Committee will have
                  the authority and discretion to select from among the Eligible
                  Individuals those persons who shall receive Awards, to
                  determine the time or times of receipt, to determine the types
                  of Awards and the number of shares covered by the Awards, to
                  establish the terms, conditions, performance criteria,
                  restrictions, and other provisions of such Awards, to make
                  adjustments to Awards to reflect changes in the Participant's
                  relationship with the Company and (subject to the restrictions
                  imposed by Section 7) to cancel or suspend Awards.

         (b)      To the extent that the Committee determines that the
                  restrictions imposed by the Plan preclude the achievement of
                  the material purposes of the Awards in jurisdictions outside
                  the United States, the Committee will have the authority and
                  discretion to modify those restrictions as the Committee
                  determines to be necessary or appropriate to conform to
                  applicable requirements or practices of jurisdictions outside
                  of the United States.

         (c)      The Committee will have the authority and discretion to
                  interpret the Plan, to establish, amend, and rescind any rules
                  and regulations relating to the Plan, to determine the terms
                  and provisions of any Award Agreement made pursuant to the
                  Plan, and to make all other determinations that may be
                  necessary or advisable for the administration of the Plan.

         (d)      Any interpretation of the Plan by the Committee and any
                  decision made by it under the Plan is final and binding on all
                  persons.

         (e)      In controlling and managing the operation and administration
                  of the Plan, the Committee shall take action in a manner that
                  conforms to the articles and by-laws of the Company, and
                  applicable state corporate law.

6.3      Delegation by Committee. Except to the extent prohibited by applicable
         law or the applicable rules of a stock exchange, the Committee may
         allocate all or any portion of its responsibilities and powers to any
         one or more of its members and may delegate all or any part of its
         responsibilities and powers to any person or persons selected by it.
         Any such allocation or delegation may be revoked by the Committee at
         any time.

6.4      Information to be Furnished to Committee. The Company and Subsidiaries
         shall furnish the Committee with such data and information as it
         determines may be required for it to discharge its duties. The records
         of the Company and Subsidiaries as to an employee's or Participant's
         employment (or other provision of services), termination of employment
         (or cessation of the provision of services), leave of absence,
         reemployment and compensation shall be conclusive on all persons unless
         determined to be incorrect.


                                       9


         Participants and other persons entitled to benefits under the Plan must
         furnish the Committee such evidence, data or information as the
         Committee considers desirable to carry out the terms of the Plan.

                                    Section 7
                            AMENDMENT AND TERMINATION

         The Board may, at any time, amend or terminate the Plan, provided that
no amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided that adjustments
pursuant to paragraph 4.2(f) shall not be subject to the foregoing limitations
of this Section 7. Notwithstanding the foregoing, it is the intent of the
Company that the Plan and Awards made hereunder comply with the requirements of
section 409A of the Code. The Board retains the right to amend the Plan, and the
Committee retains the right to amend any Awards made under the Plan, to the
extent it deems necessary or desirable to conform to the requirements of section
409A and applicable guidance issued thereunder.

                                    Section 8
                                  DEFINED TERMS

         In addition to the other definitions contained herein, the following
definitions shall apply:

         (a)      Award. The term "Award" shall mean any award or benefit
                  granted under the Plan, including, without limitation, the
                  grant of Options, SARs, Bonus Stock Awards, Stock Unit Awards,
                  Restricted Stock Awards, Restricted Stock Unit Awards, and
                  Performance Share Awards.

         (b)      Board. The term "Board" shall mean the Board of Directors of
                  the Company.

         (c)      Change in Control. The term "Change in Control" shall mean:

                  (i)      the consummation of transactions approved by the
                           stockholders of the Company pursuant to a definitive
                           agreement to merge the Company into or consolidate
                           the Company with another entity, sell or otherwise
                           dispose of all or substantially all of its assets or
                           adopt a plan of liquidation, provided that if the
                           merger, consolidation, sale of assets or liquidation
                           is not consummated for any reason, then no Change in
                           Control shall be deemed to have occurred, and further
                           provided, that if the merger, consolidation, sale of
                           assets or liquidation is consummated, then a Change
                           in Control shall be deemed to have occurred as of the
                           date of the consummation of the transaction;
                           provided, however, that a Change in Control shall not
                           be deemed to have occurred by reason of a
                           transaction, or a substantially concurrent or
                           otherwise related series of transactions, upon the
                           completion of which 50% or more of the beneficial
                           ownership of the voting power of the Company, the
                           surviving corporation or corporation directly or
                           indirectly controlling the Company or the surviving


                                       10


                           corporation, as the case may be, is held by the same
                           persons (as defined below) (although not necessarily
                           in the same proportion) as held the beneficial
                           ownership of the voting power of the Company
                           immediately prior to the transaction or the
                           substantially concurrent or otherwise related series
                           of transactions, except that upon the completion
                           thereof, employees or employee benefit plans of the
                           Company may be a new holder of such beneficial
                           ownership; provided, further, that a transaction with
                           an "Affiliate" of the Company (as defined in the
                           Exchange Act) shall not be treated as a Change in
                           Control; or

                  (ii)     the "beneficial ownership" (as defined in Rule 13d-3
                           under the Exchange Act) of securities representing
                           50% or more of the combined voting power of the
                           Company is acquired, other than from the Company, by
                           any "person" as defined in Sections 13(d) and 14(d)
                           of the Exchange Act (other than by an Affiliate or
                           any trustee or other fiduciary holding securities
                           under an employee benefit or other similar stock plan
                           of the Company); or

                  (iii)    at any time during any period of two consecutive
                           years, individuals who at the beginning of such
                           period were members of the Board cease for any reason
                           to constitute at least a majority thereof (unless the
                           election, or the nomination for election by the
                           Company's stockholders, of each new director was
                           approved by a vote of at least two-thirds of the
                           directors still in office at the time of such
                           election or nomination who were directors at the
                           beginning of such period).

                  Notwithstanding the foregoing, Change in Control shall not be
                  deemed any change due to a public offering of Stock or any
                  other securities of the Company.

         (d)      Code. The term "Code" means the Internal Revenue Code of 1986,
                  as amended. A reference to any provision of the Code shall
                  include reference to any successor provision of the Code.

         (e)      Eligible Individual. The term "Eligible Individual" shall mean
                  any employee of the Company or a Subsidiary and any
                  consultant, director, or other person providing services to
                  the Company or a Subsidiary; provided however, that an ISO may
                  only be granted to an employee of the Company or a Subsidiary.
                  An Award may be granted to an individual, in connection with
                  hiring, retention or otherwise, prior to the date the
                  individual first performs services for the Company or the
                  Subsidiaries, provided that such Awards shall not become
                  vested prior to the date the individual first performs such
                  services.

         (f)      Fair Market Value. For purposes of determining the "Fair
                  Market Value" of a share of Stock as of any date, the
                  following rules shall apply:

                  (i)      If, as of the date for which a determination is to be
                           made, the principal market for the Stock is a
                           national securities exchange or the Nasdaq stock
                           market, then the "Fair Market Value" shall be the
                           closing price of the


                                       11


                           Stock on the principal exchange or market on which
                           the Stock is then listed or admitted to trading
                           determined as of the business day preceding the date
                           for which the determination is to be made.

                  (ii)     If, as of the date for which a determination is to be
                           made, the sale prices are not available or the
                           principal market for the Stock is not a national
                           securities exchange and the Stock is not quoted on
                           the Nasdaq stock market, then the "Fair Market Value"
                           shall be the closing price for the Stock as reported
                           on the Nasdaq OTC Bulletin Board Service or by the
                           National Quotation Bureau, Incorporated or a
                           comparable service determined as of the business day
                           preceding the date for which the determination is to
                           be made.

                  (iii)    If, in accordance with rules established by the
                           Committee, a determination of "Fair Market Value" is
                           required as of any date and, as of that date,
                           paragraphs (i) and (ii) next above are inapplicable,
                           then the "Fair Market Value" as of that date shall be
                           determined by a nationally-recognized appraisal or
                           investment banking firm experienced in appraising
                           businesses, or by such other person, employee or
                           entity as shall be determined by the Committee from
                           time to time or such other method as the Committee
                           may decide in its sole discretion, with such
                           valuation to be performed in accordance with such
                           rules and considerations as are established by the
                           Committee. The Company shall bear the fees and
                           expenses of such valuation.

         (g)      Stock. The term "Stock" shall mean shares of common stock of
                  the Company.

         (h)      Subsidiaries. The term "Subsidiary" means any company during
                  any period in which it is a "subsidiary corporation" (as that
                  term is defined in Code section 424(f)) with respect to the
                  Company.


                                       12

                                                                    EXHIBIT 10.4


                             COMMVAULT SYSTEMS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

This Non-Qualified Stock Option Agreement (the "Agreement") dated, is made by
and between CommVault Systems, Inc., a Delaware corporation (the
"Company") and (the "Optionee").

By signing below, the Optionee acknowledges that he or she has read, understands
and agrees to be bound by all terms and conditions of this Agreement set forth
herein and attached hereto, including the Grant Notice, (together the
"Agreement").

CommVault Systems, Inc.


- ----------------------------------             ---------------------------------
Signature                                      Optionee's Signature
N. Robert Hammer
- ----------------------------------
Name
Chief Executive Officer
- ----------------------------------
Title


PLEASE SIGN AND RETURN THIS DOCUMENT IN ITS ENTIRETY TO
CHRISTINE HALPER - FINANCE.
- ----------------------------------


                NOTICE OF GRANT OF STOCK OPTION ("GRANT NOTICE")

Notice is hereby given to the Optionee, as identified above, of the following
option grant (the "Options") to purchase shares of the Common Stock of CommVault
Systems, Inc.


Grant Date:


Vesting Commencement Date:


Exercise Price:


Number of Options:


                                  Page 1 of 11



Expiration Date:


                                  Page 2 of 11



Commencement of Exercisability:


(a)      Subject to subsection (b), the Options shall become exercisable in
         cumulative installments as follows: (i) The first installment shall
         consist of shares and shall become exercisable on the first day
         following the first anniversary of the Vesting Commencement Date
         thereafter. (ii) An installment consisting of shares shall become
         exercisable on the first day following each quarterly anniversary of
         the Vesting Commencement Date thereafter.

(b)      Notwithstanding the foregoing, no portion of the Option, which is
         unexercisable upon the Optionee's Termination of Employment shall
         thereafter become exercisable.

(c)      Optionee understands and agrees that the Options are granted subject to
         and in accordance with the terms of the CommVault Systems, Inc. 1996
         Stock Option Plan (the "Plan") and any amendments thereto. Optionee
         understands that any shares of Common Stock purchased under the Options
         will be subject to the terms set forth in the Stockholders Agreement
         and any amendments thereto, which may be reviewed at the Company's
         offices. Optionee hereby acknowledges receipt of a copy of the Plan.

TRANSFER RESTRICTIONS. OPTIONEE HEREBY AGREES THAT ALL SHARES OF COMMON STOCK
ACQUIRED UPON THE EXERCISE OF THE OPTIONS SHALL BE SUBJECT TO CERTAIN TRANSFER
RESTRICTIONS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS
ASSIGNS. THE TERMS OF SUCH RIGHTS AND RESTRICTIONS ARE SPECIFIED IN THE
STOCKHOLDERS AGREEMENT, AVAILABLE FOR REVIEW AT THE COMPANY'S OFFICES.


                                  Page 3 of 11



                             COMMVAULT SYSTEMS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT


         WHEREAS, the Company has adopted the CommVault Systems, Inc. 1996 Stock
Option Plan (the "Plan");

         WHEREAS, the Optionee is an employee of Company, or other Participant
as defined in the Plan;

         WHEREAS, the Options granted pursuant to this Agreement and the shares
of Common Stock issued upon exercise of the Options are subject to all of the
terms and provisions of the Plan and the Stockholders Agreement. In the event of
any conflict between this Agreement and the Plan, the terms of the Plan shall
control, and in the event of any conflict between this Agreement or the Plan and
the Stockholders Agreement, the terms of the Stockholders Agreement shall
control.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the Company and the Optionee do hereby agree to the terms and
conditions of this Agreement.


                                   DEFINITIONS

The following terms shall have the meanings specified below unless the context
clearly indicates to the contrary. The singular pronoun shall include the
plural, where the context so indicates. Other capitalized terms not defined in
this Agreement shall have the meanings specified in the Plan.

1. "BOARD" shall mean the Board of Directors of the Company.

2. "COMMITTEE" shall mean the Compensation Committee of the Board; provided,
however, that in the event no such Committee is elected, the Board shall have
all duties and powers reserved to the Committee, and the term "Committee" as
used herein shall refer to the Board.

3. "COMMON STOCK" shall mean the common stock, par value $0.01 per share, of the
Company.

4. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

5. "FAIR MARKET VALUE" of a share of Common Stock as of a given date shall be

         (a) the fair market value of a share of Common Stock as established by
the Committee acting in good faith, or

         (b) if Common Stock is publicly traded on an exchange or quoted on
NASDAQ or any over-the-counter system, the average over a period of 21 days
consisting of the date as of which the Fair Market Value is being determined and
the 20 consecutive trading days prior to such date of the mean between the
closing prices of the sales of such Common Stock as of such dates on all
national securities exchanges on which such securities may at the time be
listed, or if there have been no sales on any such exchange on any such dates,

         (c) the mean between the highest bid and lowest asked prices on all
such exchanges at the close of business on such dates, or, if Common Stock is
not listed on an exchange but is quoted in the NASDAQ system, the mean between
the representative bid and asked prices quoted


                                  Page 4 of 11



in the NASDAQ System as of 4:00 P.M., New York time on such dates, or, if Common
Stock is not quoted in the NASDAQ System,

         (d) the mean between the highest bid and lowest asked prices on such
dates in the domestic over-the-counter market as reported by the National
Quotation Bureau Incorporated, or any similar successor organization.

6. "GRANT NOTICE" shall mean the Notice of Grant of Stock Option accompanying
this Agreement, pursuant to which the Optionee has been informed of the terms of
the Options evidenced hereby.

7. "OPTIONS" shall mean the non-qualified stock options to purchase Common Stock
granted to the Optionee pursuant to the Plan and the Grant Notice.

8. "PARENT CORPORATION" shall mean any corporation in an unbroken chain of
corporations ending with the Company if each of the corporations other than the
Company then owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

9. "PLAN" shall mean that certain CommVault Systems, Inc. 1996 Stock Option
Plan, as amended.

10. "QDRO" shall mean a qualified domestic relations order as defined by the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the regulations and rules
thereunder.

11. "RULE 16B-3" shall mean that certain Rule 16b-3 under the Exchange Act, as
such Rule may be amended from time to time.

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

13. "STOCKHOLDERS AGREEMENT" shall mean that certain Stockholders Agreement
dated as of May 22, 1996, as amended, by and among the Company and the other
stockholders of the Company that are or may from time to time become parties
thereto.

14. "SUBSIDIARY" shall mean any corporation in an unbroken chain of corporations
beginning with the Company if each such corporation, other than the last
corporation in the unbroken chain, then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

15. "TERMINATION OF EMPLOYMENT" shall mean the time when the employee-employer
relationship between the Optionee and the Company or any Parent Corporation or
Subsidiary is terminated for any reason, with or without good cause, including,
but not by way of limitation, a termination by resignation, discharge, death,
disability or retirement; but excluding (a) a termination where there is a
simultaneous reemployment or continuing employment of the Optionee by the
Company or any Parent Corporation or Subsidiary, (b) at the discretion of the
Committee, a termination which results in a temporary severance of the
employee-employer relationship, and (c) at the discretion of the Committee, a
termination which is followed by the simultaneous establishment of a consulting
relationship by the Company or any Parent Corporation or Subsidiary with the
Optionee. The Committee, in its discretion, shall determine the effect of all
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for good cause, and all questions of whether a
particular leave of absence constitutes Terminations of Employment.
Notwithstanding any other provision of this Agreement or the Plan, the Company
or any Parent Corporation or Subsidiary has an absolute and unrestricted right
to terminate the Optionee's employment at any time for any reason whatsoever,
with or without good cause, except to the extent expressly provided otherwise in
a written employment agreement between the Optionee and the Company (or Parent
Corporation or Subsidiary).


                           ARTICLE I: GRANT OF OPTIONS


                                  Page 5 of 11



1.1 GRANT OF OPTIONS. In consideration of the Optionee's promises set forth in
Section 1.2, and for other good and valuable consideration, on the date hereof
the Company irrevocably grants to the Optionee, subject to the terms and
conditions set forth in this Agreement and the Plan, the number of Options
specified in the Grant Notice, each with respect to one share of Common Stock,
subject to adjustment as provided in the Plan and herein.

1.2  CONSIDERATION TO THE COMPANY

         1.2.1 FAITHFUL SERVICES. In consideration of the granting of the
Options the Optionee agrees to render faithful and efficient services to the
Company or a Parent Corporation or a Subsidiary of the Company, with such duties
and responsibilities as such employer shall from time to time prescribe.

         1.2.2 NON-COMPETITION. In consideration of the granting of the Options
the Optionee agrees that Optionee WILL NOT IN ANY MANNER OR CAPACITY, DIRECTLY
OR INDIRECTLY, COMPETE WITH COMPANY in any business presently or hereafter
engaged in by Company during the period of his or her employment and for a
period of ONE (1) YEAR from Optionee's Termination of Employment with Company.

         1.2.3 NON-SOLICITATION. In consideration of the granting of the Options
the Optionee agrees that Optionee will not in any manner or capacity, directly
or indirectly, solicit or attempt to solicit for employment, whether full time,
part time or on a consultant basis, any current or future employee of Company
for a period of 1 year.

         1.2.4 DIVERSION OF BUSINESS. In consideration of the granting of the
Options the Optionee agrees that Optionee will not in any manner or capacity,
directly or indirectly, divert or attempt to divert from Company, through any
means whatsoever, any business or customers of Company.

         1.2.5 ADEQUATE AND LEGITIMATE PROTECTION OF COMPANY/INJUNCTIVE RELIEF.
Optionee recognizes that the foregoing obligations and limitations are
reasonable for the legitimate and adequate protection of the Company in
consideration of the Options herein granted. The parties acknowledge that the
injury that Company will suffer in the event of a breach by Optionee of this
Section 1.2 cannot be compensated by monetary damages alone, and Optionee
therefore agrees that Company, in addition to and without limiting any other
remedies or rights that it may have either under this Agreement or otherwise,
shall have the right to obtain an injunction against Optionee from any court of
competent jurisdiction, enjoining such breach.

         1.2.6 EMPLOYMENT AT WILL. Nothing in this Agreement shall confer upon
the Optionee any right to continue in the employ of the Company, any Parent
Corporation or any Subsidiary or shall interfere with or restrict in any way the
rights of the Company, any Parent Corporation or any Subsidiary of the Company,
which are hereby expressly reserved, to discharge the Optionee at any time for
any reason whatsoever, with or without good cause.

 1.3 ADJUSTMENTS IN OPTIONS. In the event that the outstanding shares of the
stock subject to the Options are changed into or exchanged for a different
number or kind of shares of the Company or other securities of the Company by
reason of merger, consolidation, recapitalization, reclassification, stock
split, stock dividend or combination of shares, the Committee shall make an
appropriate and equitable adjustment in the number and kind of shares as to
which the Options, or portions thereof then unexercised, shall be exercisable,
to the end that after such


                                  Page 6 of 11



event the Optionee's proportionate interest shall be maintained as before the
occurrence of such event. Such adjustment in the Options shall be made without
change in the total price applicable to the unexercised portion of the Options
(except for any change in the aggregate price resulting from rounding-off of
share quantities or prices) and with any necessary corresponding adjustment in
the exercise price per share. Any such adjustment made by the Committee shall be
final and binding upon the Optionee, the Company and all other interested
persons.

1.4 EXERCISABILITY. Options shall become exercisable in one or more installments
as specified in the Grant Notice. Such installments shall accumulate and each
such installment which becomes exercisable shall remain exercisable until it
becomes unexercisable under Section 1.5.

1.5 EXPIRATION OF OPTIONS. The Options may not be exercised to any extent by
anyone after the first to occur of the following events: (a) The tenth (10th)
anniversary of the date of this Agreement; or, (b) The thirtieth (30th) day
following the Optionee's Termination of Employment for any reason; or, (c) The
effective date of the occurrence of a transaction or event described in Section
3.3 in connection with which the Committee provides, by action taken prior to
the occurrence of such transaction or event, that the Options shall not be
exercisable after such transaction or event.


                         ARTICLE II: EXERCISE OF OPTIONS

2.1 PERSON ELIGIBLE TO EXERCISE. During the lifetime of the Optionee, only he or
she may exercise the Options or any portion thereof, unless it has been disposed
of pursuant to a QDRO. After the death of the Optionee, any exercisable portion
of the Options may, prior to the time when the Options (or portion thereof)
become unexercisable under Section 1.5, be exercised by his or her personal
representative or by any person empowered to do so under the Optionee's will or
under the then applicable laws of descent and distribution.

2.2 PARTIAL EXERCISE. Exercisable Options may be exercised in whole or in part
at any time prior to the time when the Options or portion thereof become
unexercisable under Section 1.5; provided, however, that each partial exercise
shall be for not less than the smallest exercisable installment set forth in the
Grant Notice, and shall be for whole shares only.

2.3 MANNER OF EXERCISE. The Options, or any exercisable portion thereof, shall
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or his or her office prior to the Option becoming unexercisable
under Section 1.5:

         (a) A written notice complying with the applicable rules established by
the Committee stating that the Option, or a portion thereof, is exercised. The
notice shall be signed by the Optionee or other person then entitled to exercise
the Option or such portion;

         (b) Full payment (in cash or by check) for the shares with respect to
which such Option is exercised; provided that the Committee may, in its
discretion, allow payment, in whole or in part, through the surrender of shares
of Common Stock then issuable upon exercise of the Options having a Fair Market
Value on the date of exercise equal to the aggregate exercise price of the
Options or exercised portion thereof;

         (c) A bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Options, stating that the shares of Common Stock are
being acquired for his or her own account, for investment and without any
present intention of distributing or reselling said shares or any of them except
as


                                  Page 7 of 11



may be permitted under the Securities Act and then applicable rules and
regulations thereunder, and that the Optionee or other person then entitled to
exercise such Option or portion will indemnify the Company against and hold it
free and harmless from any loss, damage, expense or liability resulting to the
Company if any sale or distribution of the shares by such person is contrary to
the representation and agreement referred to above. The Committee may, in its
discretion, take whatever additional actions it deems appropriate to insure the
observance and performance of such representation and agreement and to effect
compliance with the Securities Act and any other federal or state securities
laws or regulations. Without limiting the generality of the foregoing, the
Committee may require an opinion of counsel acceptable to it to the effect that
any subsequent transfer of shares acquired on exercise of Options does not
violate the Securities Act, and may issue stop-transfer orders covering such
shares. Share certificates evidencing Common Stock issued on exercise of the
Options shall bear an appropriate legend referring to the provisions of this
subsection (c) and the Stockholders Agreement and the agreements herein. The
written representation and agreement referred to in the first sentence of this
subsection (c) shall, however, not be required if the shares to be issued
pursuant to such exercise have been registered under the Securities Act, and
such registration is then effective in respect of such shares;

         (d) A bona fide written representation and agreement, in a form
satisfactory to the Committee, signed by the Optionee or other person then
entitled to exercise such Option, stating that the Optionee (or other holder of
the Option) shall be deemed to be a signatory to, and to be bound by all of the
terms and provisions of, the Stockholders Agreement, and that such Optionee (or
other holder) agrees that upon request by the Company, he or she will execute a
signature page to such Stockholders Agreement; and

         (e) In the event the Options shall be exercised pursuant to Section 2.1
by any person or persons other than the Optionee, appropriate proof of the right
of such person or persons to exercise the Options.

2.4 CONDITIONS TO ISSUANCE OF STOCK CERTIFICATES. The shares of Common Stock
deliverable upon the exercise of Options may be either previously authorized but
unissued shares or issued shares which have then been reacquired by the Company.
Such shares shall be fully paid and nonassessable. The Company shall not be
required to issue or deliver any certificate or certificates for shares of
Common Stock purchased upon the exercise of Options prior to fulfillment of all
of the following conditions: (a) The admission of such shares to listing on all
stock exchanges on which such class of stock is then listed; and, (b) The
completion of any registration or other qualification of such shares under any
state or federal law or under rulings or regulations of the Securities and
Exchange Commission or of any other governmental regulatory body, which the
Committee shall, in its discretion, deem necessary or advisable; and, (c) The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Committee shall, in its discretion, determine to
be necessary or advisable; and, (d) The payment to the Company (or other
employer corporation) of all amounts which, under federal, state or local tax
law, it is required to withhold upon exercise of the Options in accordance with
Section 3.4; and, (e) The lapse of such reasonable period of time following the
exercise of the Option as the Committee may from time to time establish for
reasons of administrative convenience.

2.5 RIGHTS AS STOCKHOLDER. The holder of the Options shall not be, nor have any
of the rights or privileges of, a stockholder of the Company in respect of any
shares purchasable upon the exercise of any Option unless and until certificates
representing such shares shall have been issued by the Company to such holder.


                                  Page 8 of 11



                          ARTICLE III: OTHER PROVISIONS

3.1 OPTIONS NOT TRANSFERABLE. Options may not be sold, pledged, assigned, or
transferred in any manner other than by will or the laws of descent and
distribution or pursuant to a QDRO, unless and until the Options have been
exercised, or the shares underlying the Options have been issued, and all
restrictions applicable to such shares have lapsed. No Options or interest or
right therein shall be liable for the debts, contracts or engagements of the
Optionee or his or her successors in interest or shall be subject to disposition
by transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.

3.2 SHARES TO BE RESERVED. The Company shall at all times during the term of the
Options reserve and keep available such number of shares of Common Stock as will
be sufficient to satisfy the requirements of this Agreement.

3.3 CHANGES IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION OR LIQUIDATION
OF THE COMPANY AND OTHER CORPORATE EVENTS

         (a) In the event that the Committee determines that any dividend or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company,
or exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event, in the Committee's
sole discretion, affects the Common Stock such that an adjustment is determined
by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available with respect
to the Options, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of: (i) the number and kind of shares of Common
Stock (or other securities or property) subject to the Options, and, (ii) the
exercise price with respect to the Options.

         (b) In the event of any transaction or event described in Section
3.3(a) or any unusual or nonrecurring transactions or events affecting the
Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in applicable laws, regulations, or
accounting principles, the Committee, in its discretion, is hereby authorized to
take any one or more of the following actions whenever the Committee determines
that such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available with respect to
the Options, to facilitate such transactions or events or to give effect to such
changes in laws, regulations or principles: (i) In its sole discretion, and on
such terms and conditions as it deems appropriate, the Committee may provide, by
action taken prior to the occurrence of such transaction or event and either
automatically or upon the Optionee's request, for either the purchase of the
Options (to the extent unexercised) for an amount of cash equal to the amount
that could have been attained upon the exercise of the Options or realization of
the Optionee's rights had such Options been currently exercisable or the
replacement of the Options with other rights or property selected by the
Committee in its sole discretion; (ii) In its sole discretion, the Committee may
provide, by action taken prior to the occurrence of such transaction or event,
that the Option cannot be


                                  Page 9 of 11



exercised after such event; (iii) In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide, by action taken
prior to the occurrence of such transaction or event, that for a specified
period of time prior to such transaction or event, the Options shall be
exercisable as to all shares covered thereby, notwithstanding anything to the
contrary in this Agreement; (iv) In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee may provide, by action taken
prior to the occurrence of such transaction or event, that upon such event, the
Options be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar options, rights or
awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices; and (v) In its sole discretion, and on such terms and
conditions as it deems appropriate, the Committee may make adjustments in the
number and type of shares of Common Stock (or other securities or property)
subject to the Options (to the extent unexercised) and/or in the terms and
conditions of the Options (including the exercise price).

         (c) No adjustment or action described in this Section 4.3 or in any
other provision of this Agreement shall be authorized to the extent that such
adjustment or action would result in short-swing profits liability under Section
16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 unless
the Committee determines that the Option is not to comply with such exemptive
conditions.

         (d) The number of shares of Common Stock subject to any Option shall
always be rounded to the next whole number.

3.4 TAX WITHHOLDING. The Company shall be entitled to require payment in cash or
deduction from other compensation payable to each Optionee of any sums required
by federal, state or local tax law to be withheld with respect to the issuance,
commencement of exercisability or exercise of the Options. The Committee may, in
its discretion, allow the Optionee to elect to have the Company withhold shares
of Common Stock otherwise issuable under the Options having a Fair Market Value
equal to the sums required to be withheld.

3.5 LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any other
provision of this Agreement, the Plan and the Options shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section
16 of the Exchange Act (including any amendment to Rule 16b-3) that are
requirements for the application of such exemptive rule, to the extent the
Optionee is subject to Section 16 of the Exchange Act. To the extent permitted
by applicable law, this Agreement and the Options shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.

3.6 NOTICES. Any notice to be given under the terms of this Agreement to the
Company shall be addressed to the Company in care of its Secretary, and any
notice to be given to the Optionee shall be addressed to him at the address
given beneath his signature on the Grant Notice. By a notice given pursuant to
this Section 3.6, either party may hereafter designate a different address for
notices to be given to him or it. Any notice which is required to be given to
the Optionee shall, if the Optionee is then deceased, be given to the Optionee's
personal representative if such representative has previously informed the
Company of his or her status and address by written notice under this Section
3.6. Any notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in
a post office or branch post office regularly maintained by the United States
Postal Service.

3.7 TITLES. Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.


                                 Page 10 of 11



3.8 CONFORMITY TO LAWS. The Optionee acknowledges that the Plan, this Agreement,
the Options and shares of Common Stock issuable upon exercise of the Options are
subject to compliance with all applicable federal and state laws, rules and
regulations (including, but not limited to, federal and state securities laws)
and to such approvals by any listing, regulatory or governmental authority as
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. To the extent permitted by applicable law, this Agreement
and the Options shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.

3.9 INVALID PROVISION. The invalidity or unenforceability of any particular
provision hereof shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or unenforceable
provision was omitted.

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

3.11 ASSIGNMENT. Except as otherwise provided herein, no party may assign this
Agreement or any of his or its rights, interests or obligations hereunder
without the prior written consent of the other parties, provided that the
Company's rights and obligations hereunder may be assigned to any Parent
Corporation or Subsidiary or to any successor pursuant to a merger,
consolidation or similar event. Subject to the foregoing, this Agreement and the
respective rights and obligations of the parties hereto shall inure to the
benefit of and be binding upon, the successors and assigns of the parties.

3.12 EFFECT OF OPTIONS UPON OTHER COMPENSATION PLANS. The Options and any
payments with respect thereto shall not constitute "compensation" for purposes
of any pension, welfare or other benefit plan or policy of the Company unless
provided for therein.

3.13 LAW GOVERNING. The laws of the State of New York shall govern the
interpretation, validity and performance of the terms hereof, regardless of the
law that might be applied under principles of conflicts of law.

3.14 VENUE. Any suit hereunder shall be brought in the federal or state courts
in the districts which include Monmouth County, New Jersey and Optionee hereby
agrees and submits to the personal jurisdiction and venue thereof.


                                 Page 11 of 11

                                                                   Exhibit 10.13


                          REGISTRATION RIGHTS AGREEMENT


         This REGISTRATION RIGHTS AGREEMENT, dated as of September [ ], 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 Holder or Holders who in
the aggregate hold not less than 10% of the Fully Diluted Common Stock
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 and (ii) Common Stock issued to the Investors as a
dividend or other distribution.


                                       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.

         Section 6.     Expenses of Registration. All reasonable 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 50% by the Holders participating in the
particular registration and 50% 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.
                  11 Madison Avenue
                  New York, New York 10010


                                       12


                  Attention: Dan Pulver
                  Fax: (212) 538-2989

                  and to:

                  DLJ Capital Corporation
                  DLJ First ESC, L.P.
                  DLJ ESC II, L.P.
                  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.
                  3000 Sand Hill Road
                  Building 3, Suite 170
                  Menlo Park, California 94025
                  Attention: Keith B. Geeslin
                  Fax: (650)234-2779

                  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.

                                        COMMVAULT SYSTEMS, INC.



                                        By:
                                           ------------------------------------
                                           Name:  N. Robert Hammer
                                           Title: President



                                        DLJ MERCHANT BANKING PARTNERS, L.P.

                                        By: DLJ Merchant Banking, Inc.
                                            Managing General Partner

                                        By:
                                           ------------------------------------
                                           Name:
                                           Attorney-In-Fact


                                        DLJ INTERNATIONAL PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                        Advisory General Partner


                                        By:
                                           ------------------------------------
                                           Name:
                                           Attorney-In-Fact


                                        DLJ OFFSHORE PARTNERS, C.V.

                                        By: DLJ Merchant Banking, Inc.
                                        Advisory General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact








                                        DLJ MERCHANT BANKING FUNDING, INC.


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact







                                        DLJ CAPITAL CORPORATION


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        DLJ FIRST ESC, L.P.
                                        By:  DLJ LBO Management Corporation,
                                         its General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        DLJ ESC II, L.P.
                                        By:  DLJ LBO Management Corporation,
                                         its General Partner

                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        SPROUT GROWTH II, L.P.


                                        By: DLJ Capital Corporation
                                        Managing General Partner

                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        SPROUT CAPITAL VII, L.P.
                                        By: DLJ Capital Corporation
                                        Managing General Partner

                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        SPROUT CAPITAL IX, L.P.
                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        SPROUT IX PLAN INVESTORS, L.P.
                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact


                                        SPROUT CEO FUND L.P.
                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact







                                        SPROUT ENTREPRENEURS' FUND
                                        By: DLJ Capital Corporation
                                        Managing General Partner


                                        By:
                                           ------------------------------------
                                            Name:
                                            Attorney-In-Fact



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


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

                                                                   EXHIBIT 10.18

[***] INDICATES THAT TEXT HAS BEEN OMITTED WHICH IS THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST. THIS TEXT HAS BEEN FILED SEPARATELY WITH THE
SEC.


                          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     RIGHTS TO SOURCE CODE. CommVault and DSI Technology Escrow Services,
         Inc. are parties to a Flexsafe Escrow Agreement (the "Escrow
         Agreement") dated December 20, 2001. Contemporaneously with the
         execution of this Agreement Dell will be added as a third party
         beneficiary thereto.

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).

                                       6


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:

                  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.
                                         ---------------------------------------

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

11.  Is there an EXPORT version of the software named above?
                                                             -------------------

THIS FORM COMPLETED BY:

Name:                       Title:                    Signature:
      --------------------         ------------------           ----------------

Date:                 Phone #:
     ----------------         ---------------------


Dell Confidential
                                       10


                               PRICING SUPPLEMENT
                                     TO THE
                          SOFTWARE LICENSING AGREEMENT
                                     BETWEEN
                                      DELL
                                        &
                             COMMVAULT SYSTEMS, INC.




SKU DESCRIPTION                                                                  [***]       [***]        MSRP        DISCOUNT
====================================================================================================================================
                                                                                                          
CommServe                                                                        [***]       [***]        [***]        [***]

WINDOWS/LINUX/NETWARE Media Agent (SAN or LAN) with 1 OS IDA                     [***]       [***]        [***]        [***]

LAN Drive Pack with SLMS (per drive)                                             [***]       [***]        [***]        [***]

SAN Drive Pack with DDS and SLMS (per drive)                                     [***]       [***]        [***]        [***]

DDO: direct to disk option (per media agent)                                     [***]       [***]        [***]        [***]

OS IDA-WINDOWS/NETWARE/LINUX                                                     [***]       [***]        [***]        [***]

Application IDA-WINDOWS                                                          [***]       [***]        [***]        [***]

OS IDA-UNIX                                                                      [***]       [***]        [***]        [***]

Tier I UNIX Media Agent (SAN or LAN) with 1 OS IDA                               [***]       [***]        [***]        [***]

Tier I UNIX Media Agent (SAN or LAN) with 1 OS IDA                               [***]       [***]        [***]        [***]

Tier I Application IDA-UNIX                                                      [***]       [***]        [***]        [***]

Tier II Application IDA-UNIX                                                     [***]       [***]        [***]        [***]

GalaxyExpress LAN Suite includes:                                                [***]       [***]        [***]        [***]

     GalaxyExpress (key code upgrade to Galaxy)

     1 Windows, Storage Server2003, Linux or Novell MediaAgent included

     Includes support for up to 6 drive library for list of Dell supported
drives/libraries

     3 FS Agents (can purchase more FS agents from list above) for Windows,
UNIX, Linux or Novell

     1 Windows Application iDA (can purchase more Windows (only) APP agents from
list above)

     Max 25 total clients (agents), no san spt + other Gexpress limitations

Upgrade key to unlock GalaxyExpress functionality to Galaxy                                               [***]        [***]
====================================================================================================================================



Dell Confidential
                                       11

                                   SCHEDULE C
                               ENTERPRISE SUPPORT

1.0      PURPOSE

         This Schedule C describes the support and training terms and conditions
         required by Dell.

         The working relationship between Dell and the Supplier in addressing
         different levels of customers' problems (severity incidents) should be
         a consistent, smooth, understandable process. Dell customers should
         perceive a seamless and efficient supporting organization that can meet
         their expectations on all levels of support issues with:

                  o        A sense of urgency

                  o        A timely resolution

                  o        Concern for the customer's situation

2.0      DEFINITIONS:

         Severity 1 Support Request

         A customer problem reported to Dell where immediate Supplier engagement
         and assistance is required in providing resolution. A Severity 1
         situation is when any of the following conditions occur:

                  o        A problem, which critically impacts the end
                           customer's ability to do business.

                  o        A significant number of users of the system and/or
                           network are currently unable to perform their tasks
                           as necessary.

                  o        The system and/or network are down or severely
                           degraded.

                  o        A system or major application is totally down.

         Severity 2 Support Request

         A customer problem reported to Dell where urgent Supplier engagement
         and assistance is required in providing resolution. A Severity 2
         situation is when any of the following conditions occur:

                  o        A problem which impacts the end customer's ability to
                           do business, the severity of which is significant and
                           may be repetitive in nature.

                  o        A function of the system, network or product is
                           impacted which impedes the customer from meeting
                           daily production deliverables.

         Severity 3 Support Request

         A customer problem reported to Dell where timely Supplier engagement
         and assistance is required in providing resolution. A Severity 3
         situation is when any of the following conditions occur:

                  o        A problem, which negligibly impacts our customer's
                           ability to do business.

                  o        May include questions and/or general consultation.

3.0      SUPPLIER SUPPORT INCIDENT RESPONSE BY SEVERITY


         The Incident Severity levels defined below are utilized in establishing
         the problem impact to the customer upon problem receipt and will be
         used to set expectations between the parties of this agreement.
         Severities are established by Dell during escalation to the Supplier
         and are subject to change during the life of each specific incident.


         3.1      SEVERITY 1: [***]

         3.2      SEVERITY 2: [***]

         3.3      SEVERITY 3: [***]

4.0      TECHNICAL SUPPORT PROCEDURES

         [***].

         Where the vendor performing installation and Professional Service
         Offerings of their product, it is required that they have extensive
         knowledge of the following hardware;


Dell Confidential
                                       12


         o        Dell Servers and PowerVault Storage Products

         o        Dell|EMC SAN environments, including switches, hubs and HBAs

         o        Other major vendor's tape backup products.

         LEVEL 1 SUPPORT means the services provided by a product trained
         Customer Support Engineer in response to an End User's initial
         notification of a suspected Problem. These services include, but may
         not be limited to, call logging, entitlement verification, and closing
         the matter with the End User after Problem Resolution. If escalation is
         required, all necessary information will be gathered. Upon completion
         of information gathering, escalation will occur to a Level 2 Support
         Engineer.

         LEVEL 2 SUPPORT means the services provided by one or more trained
         senior Customer Service Engineers ("CSEs") for detailed installation,
         configuration information, integration information, compatibility
         information, Problem isolation, troubleshooting, and determination of
         whether a Problem is reproducible, with the intent to resolve the End
         User's Problem. All resources including documentation, Knowledge Base
         and/or Patch matrix should be consulted before escalation to a Level 3
         Support engineer.

         LEVEL 3 SUPPORT means the services provided by one or more CommVault
         senior CSEs working in conjunction with development engineers to
         resolve Problems in the Software that cannot be resolved with Level 2
         Support or are determined to be, or are highly probable to be, the
         result of a design, implementation or product defect. The problem may
         also be related to compatibility issues due to complex interaction
         between the Software and a third party vendor's product.


         When contacted for support by Dell, Supplier will respond according to
         the support collaboration targets and guidelines in Section 5.0 below.
         Both Dell and the Supplier will specify initial Technical Escalation
         Contacts in ATTACHMENT 1, which may be updated from time to time by
         mutual written agreement of the parties. Such written agreement may be
         in the form of electronic mail.


         4.1      TECHNICAL SUPPORT ENGAGEMENT

                  To ensure a smooth transition during technical collaboration
         or escalation, it is essential that all parties remain engaged until
         the next level is fully engaged, including access to all relevant
         contact information and technical activity to date.

         4.2      SOLUTION DELIVERY

                  [***].

         4.3      THIRD PARTY DEPENDENCY

                  In the event that a Supplier is dependent upon a third party
         to provide support for a product or product component, it is incumbent
         upon the Supplier to establish an agreement with the third party, such
         that the Supplier is capable of meeting the expectations identified in
         this SLA by working through the 3rd party.

         4.4      UNRESOLVED SEVERITY 1 PROBLEMS (SOFTWARE)

                  In the event of an unresolved Severity 1 problem for a
         customer or Dell, that has not been resolved within the 'Resolution
         Target' timeframe defined below in Section 5.0, Supplier will [***].

5.0      SUPPORT COLLABORATION GUIDELINES AND RESOLUTION REQUIREMENTS

         This section describes the collaboration target times. These
         REQUIREMENTS ensure that additional resources are obtained in a
         consistent, timely manner. These requirements are intended to minimize
         customer impact and incident resolution time.

         The following chart indicates, by severity, the Technical
         Collaboration/incident resolution requirements Supplier must meet in
         addressing customer incidents (the "RESOLUTION REQUIREMENTS"):


Dell Confidential

                                       13


RESOLUTION OF MUTUAL CUSTOMER CASES

     Each party shall endeavor to respond to and use commercially reasonable
     efforts to provide Case Remedies in a timely manner in accordance with the
     Priority Level identified in Exhibit C, and in accordance with that party's
     support or maintenance agreement with such Mutual Customer.

     Dell will use every effort available to resolve issues involving Dell
     hardware and VENDOR software.

     Partnership of Escalated issues

     In certain cases the customer may lack a clear understanding whether the
     issue lies with THE VENDOR or Dell. In cases such as these Dell or THE
     VENDOR will work jointly to resolve the issue. THE VENDOR and Dell will
     provide real-time experts to work until resolution to the escalated issue
     has been met. THE VENDOR and Dell are responsible for providing the
     following for all Sev 1 and Sev 1-A issues:

     1. [***].


     2. THE VENDOR will provide engineering contacts for Dell's Global Product
     Support Engineering team. Dell will also provide Engineering contacts to
     THE VENDOR for issues that involve Dell products under the same
     guidelines.( For long term sustaining issues). Requests from the customer
     for root cause analysis shall be completed within [***] by Dell and THE
     VENDOR.



     3. Depending on Severity of issue THE VENDOR will move the escalated
     issues to the needed level. See table for timelines below.





                                                SEV 1-A        SEV 1          SEV 2        SEV 3
                   ----------------------------------------------------------------------------------------
                                                                               
                        THE VENDOR T1           [***]          [***]          [***]        [***]
                        THE VENDOR T2           [***]          [***]          [***]        [***]
                        THE VENDOR Engineering  [***]          [***]          [***]        [***]



     4. If the need arises for on-site assistance, both Dell and THE VENDOR will
     move experts on-site with a goal [***]. Due to the critical nature of these
     escalations Dell and THE VENDOR will work out any costs associated with
     these on-site visits on the backend. Need to determine what their hourly
     cost is.

     5. Both Dell and the Vendor will provide single points of contacts on all
     Severity 1-A and 1 issues. Dell utilizes a Technical Account Manager as the
     single point of contact for areas involving severe escalations.

     6. Dell and the Vendor will provide a list of executive contacts that will
     be available [***] for engagement in escalations where process breakdowns
     are occurring.

     7. Executives, Managers and technical representatives from both companies
     will participate in joint conference calls with the customer during
     critical outages.

     8. Dell and the Vendor will meet via conference call on a quarterly basis
     to discuss performance on all escalated issues between the two companies.

     9. THE VENDOR and Dell will provide 7X24 original ownership on all Sev 1-A
     and Sev 1 issues (Sev 1 and Sev 1-A cases cannot be transferred to other
     regions until the issues has stabilized).

      5.1 STATUS UPDATES

               Dell requires STATUS updates from the Supplier based on incident
      severity. Unless otherwise agreed to, the schedule for status updates are
      as follows.

               Severity 1 = [***]
               Severity 2 = [***]
               Severity 3 a= [***]

      These are recommended feedback intervals. Updating of S1 incidents every
      [***] for customer review may inhibit the speed of resolution of the
      incident. Dell and Supplier may agree on an alternative update time, per
      incident.

      For all Incidents, status will include WHAT the next action will
      constitute and WHEN it will occur. If the next action is not delivered as
      committed, a new status will be sent, prior to the deadline to reset the
      expectations. Some additional clarification of roles/responsibilities is
      as follows:

          o    [***].

Dell Confidential
                                       14


     o    [***].

     o    [***].

     o    [***]:

          1.   [***], or

          2.   [***], and

          3.   [***].

     o    [***]

     o    See ATTACHMENT 1 for Management Escalation contact names and telephone
          numbers for Dell and Supplier.

         5.2  NON-INCIDENT SPECIFIC ENGAGEMENT OF THE SUPPLIER

                  In some circumstances Dell may require engagement of the
         Supplier on issues other than a specific customer event. Supplier
         agrees to work with Dell in good faith to address issues including,
         but not limited to, Quality issues, Process improvements and
         Information requests.

6.0      SUPPORT MANAGEMENT ESCALATION (NOTIFICATION)

         6.1      ESCALATION CONDITIONS

                  Conditions that require escalating the incident to a higher
         level of management include, but are not limited to, the following:

                  6.1.1    Established timeframe exceeded (notification to
                           management)

                           o    The agreed RESOLUTION REQUIREMENT time frame has
                                passed

                  6.1.2    Exceptional circumstances (management decision or
                           action required). Some examples:

                           o   Incident data is insufficient to start resolution

                           o   The promised resolution to customer time line has
                               passed

                           o   The resolution resource is insufficient

                           o   The resolution does not resolve customer's
                               problem

                           o   The resolution does not satisfy customer's
                               requirements

7.0      SUPPORT RESOLUTION REQUIREMENTS PERFORMANCE

         Dell and the Supplier will monitor their own performance against the
         expected incident activity and resolution timeframes for each severity
         level of incident.

                  Dell Performance Measures include without limitation:

                           o   Incoming incident rate (known/unknown solution)

                           o   Backlog

                           o   # Resolved within guidelines

                           o   Total Time to Solution Provided

                           o   # of transfers to Supplier

                           o   # of problem re-occurrences -- Quality

                  Supplier performance measures include without limitation:

                           o   Total # resolved within guidelines

                           o   # Rejected (incomplete info. or problem known)

                           o   Total Time to Problem Fix submitted


Dell Confidential
                                       15


                           o   # of problem Re-occurrence - Quality

         7.1      SUPPORT EVALUATION

                  Following commercial release by Dell of the Supplier's
         product, and no less frequently than twice per year, representatives
         from each party will meet to review the performance of, and recommend
         improvements regarding, the technical support provided by Supplier to
         Dell, and the technical support provided by Dell to its customers,
         under this Agreement. Either party can request a special meeting, or
         may call for a Root Cause Analysis and Closed Loop Corrective Action
         Plan in the event that such party has substantial concerns regarding a
         party's performance under this Schedule C or results are not meeting
         the service levels stated in SCHEDULE B to the Agreement (Quality
         Agreement).

8.0     SUPPORT TRAINING REQUIREMENTS

         8.1      CONTENT

                  Supplier shall train a reasonable number of Dell technical
         support personnel (and Dell-authorized third party support team
         members, if applicable) at no additional expense to Dell. Supplier will
         provide this training at Dell's regional offices worldwide to set up,
         install, configure and operate the Supplier product (the "Initial
         Training"). This Initial Training is intended to provide information
         required to diagnose and resolve hardware or software issues. Supplier
         will provide an additional in-depth technical training class at
         mutually agreed upon times and locations.

         The Initial Training will cover (at a minimum) the following
         information related to the Dell version of the Supplier product design:

         o    Modular flow code walk-thru

         o    Engineering specifications

         o    New technology primer

         o    Error handling

         o    Trouble-shooting steps/procedures

         o    Diagnostic capability

         o    Delta's between the OEM or "Dell" version and retail version

         o    Basic product installation/re-installation procedures

         o    Driver installations/setup procedures

         o    Symptom-based Troubleshooting Tree/Process with isolation steps
              and recommended corrective actions

         o    Known issues list

         o    Disassembly/Reassembly procedures

         o    Product White Papers if available

         o    Technical Case Studies based on tech support calls seen by the
              Supplier

         8.2      TRAINING PLAN

                  Supplier shall provide a written training plan to Dell not
         less than ninety (90) days prior to Dell's commercial introduction of
         the initial Supplier deliverables under this Agreement.

         At a minimum, the training plan will include:

         o    Recommended course outline and objectives to be approved by Dell

         o    Course timeline based on course outline

         o    Target audience and expected prerequisites

         o    Technical requirements for training environment

         o    Instructor resumes demonstrating working proficiency with the
              product, including working field experience

         o    Product FAQ's attachment

         o    Supplier product URLs available to the public

         o    List of the training deliverables

         o    Special equipment/tools required for Supplier training delivery

         o    List of all training contacts, including main point of contact


Dell Confidential
                                       16


         8.3      TRAINING COURSEWARE

                  Supplier shall provide a draft softcopy of all training
         courseware not less than sixty (60) days prior to Dell's commercial
         introduction of the initial Supplier Deliverables under this Agreement.
         Supplier shall provide hardcopy of any required training materials for
         each student at the time of training. Dell will retain the right to
         reproduce and distribute all training materials to Dell employees and
         Dell-authorized third party support team members.

         8.4      TRAINING DELIVERY

                  Such training shall be completed not less than thirty (60)
         days prior to Dell's commercial introduction of the initial Supplier
         Deliverables under this Agreement. Additionally, training shall be
         provided within thirty (30) days prior to each new release, major
         revision and Update release at no expense to Dell at Dell's worldwide
         regional offices.

         8.5      TROUBLESHOOTING DOCUMENTATION

                  Supplier shall provide softcopy documentation describing
         without limitation: (a) all known error codes and messages, (b) all
         known failure conditions and potential symptoms, (c) steps to take in
         isolating a failure to the proper root cause, and (d) recommended
         action(s) to correct.

         8.6      VIDEO PRESENTATION

                  Supplier hereby authorizes Dell to videotape any of the
         training sessions to be performed by Supplier and hereby authorizes
         Dell to use such videotapes for any additional training of Dell
         personnel, Dell Resellers, Dell Subcontractors or Dell-authorized third
         party support team members during the term of this Agreement.

         8.7      SUBJECT MATTER EXPERT

                  Supplier shall make reasonably available to Dell a subject
         matter expert who will be available to review modified Product
         Documentation and/or editing of videos regarding the Product(s) for
         technical and informational accuracy.

9.0  MUTUAL TRAVEL AGREEMENT

      Dell and Supplier agree to jointly travel on-site to a customer
      environment experiencing a problem that cannot be isolated or duplicated
      remotely, if customer circumstances so warrant. Each party agrees to
      initially bear its own costs that might arise in case of on-site travel.
      If the reported problem is determined to be attributable to causes other
      than Supplier's product(s), Dell will reimburse Supplier for its
      reasonable out-of-pocket expenses incurred in connection with such on-site
      support.

10.0  LICENSED PRODUCT USE FOR SUPPORT (SOFTWARE)

      Supplier will provide Dell royalty-free copies of all supported software
      products and documentation for the purpose of training and on-going
      support.

11.0  SUPPORT PROCESSES

      Both Dell and Supplier will document and maintain support contact detail,
      problem reporting and statusing procedures, management escalation
      contacts, problem resolution process flows and service level expectations
      in ATTACHMENT 1. Additionally, detail should be included in SCHEDULE B to
      the Agreement (Quality Agreement) that identifies problem-tracking
      systems, problem documentation requirements for incident creation, and
      problem support web sites available. This operational detail will be
      utilized by both parties to ensure an efficient and high quality support
      relationship for end customers.

12.0  CONTINUING SUPPORT AVAILABILITY (SOFTWARE)

      Supplier's technical support will be available to Dell for code-level
      issues on (a) all software releases, including all relevant software
      versions and updates available for sale and (b) for the immediate prior
      software release, including the most recent software version and update.
      Supplier's technical support will be available to Dell for critical
      problems at a minimum on the previous software release for the longer of
      (i) the period of Supplier's warranty to Dell, or (b) 12 months after
      current release is commercially available for sale to Dell customers.

13.0  SUPPORT SURVIVAL

      Termination of this Agreement regardless of the reason shall not relieve
      either party from its support obligations hereunder arising prior to such
      termination. Rights and obligations defined in this Schedule that by their
      nature should survive will remain in effect after termination or
      expiration of the Agreement. Supplier will continue to provide Support


Dell Confidential
                                       17


      to Dell for no less than three (3) years after contract termination or
      expiration. Should the parties agree to terminate the Agreement, they will
      work together to develop a mutually agreeable plan to provide continued
      services to affected Dell customers.

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
                                       18

[***] 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                                                           4/26/2004

                                     Page 1






         "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                                                           4/26/2004

                                     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                                                           4/26/2004

                                     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                                                           4/26/2004

                                     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                                                           4/26/2004

                                     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                                                           4/26/2004

                                     Page 6


                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.




SKU DESCRIPTION                                                                 [***]      [***]         MSRP      DISCOUNT
- ---------------                                                                 -----      -----         ----      --------
                                                                                                       

CommServe                                                                       [***]      [***]      $    [***]     [***]
WINDOWS/LINUX/NETWARE Media Agent (SAN or LAN) with 1 OS IDA                    [***]      [***]      $    [***]     [***]
LAN Drive Pack with SLMS (per drive)                                            [***]      [***]      $    [***]     [***]
SAN Drive Pack with DDS and SLMS (per drive)                                    [***]      [***]      $    [***]     [***]
DDO:  direct to disk option (per media agent)                                   [***]      [***]      $    [***]     [***]
OS IDA-WINDOWS/NETWARE/LINUX                                                    [***]      [***]      $    [***]     [***]
Application IDA-WINDOWS                                                         [***]      [***]      $    [***]     [***]
OS IDA-UNIX                                                                     [***]      [***]      $    [***]     [***]
Tier I UNIX Media Agent (SAN or LAN) with 1 OS IDA                              [***]      [***]      $    [***]     [***]
Tier II UNIX Media Agent (SAN or LAN) with 1 OS IDA                             [***]      [***]      $    [***]     [***]
Tier 1 Application IDA-UNIX                                                     [***]      [***]      $    [***]     [***]
Tier II Application IDA-UNIX                                                    [***]      [***]      $    [***]     [***]
 GalaxyExpress LAN Suite includes:                                              [***]      [***]      $    [***]     [***]
     GalaxyExpress (key code upgrade to Galaxy)
     1 Windows, Storage Server2003, Linux or Novell MediaAgent included
     Includes support for up to 6 drive library for list of Dell supported
     drives/libraries
     3 FS Agents (can purchase more FS agents from list above) for Windows, UNIX, Linux
     or Novell
     1 Windows Application iDA (can purchase more Windows (only) APP agents from list
     above)
     Max 25 total clients (agents), no san spt + other Gexpress limitations
Upgrade key to unlock GalaxyExpress functionality to Galaxy                                           $    [***]     [***]


                                                                                   DELL     1YR UPDATE   3YR UPDATE
SKU DESCRIPTION                                                                  SW COST    PROTECTION   PROTECTION
- ---------------                                                                  -------    ----------   ----------
                                                                                                

CommServe                                                                       $    [***]  $    [***]   $    [***]
WINDOWS/LINUX/NETWARE Media Agent (SAN or LAN) with 1 OS IDA                    $    [***]  $    [***]   $    [***]
LAN Drive Pack with SLMS (per drive)                                            $    [***]  $    [***]   $    [***]
SAN Drive Pack with DDS and SLMS (per drive)                                    $    [***]  $    [***]   $    [***]
DDO:  direct to disk option (per media agent)                                   $    [***]  $    [***]   $    [***]
OS IDA-WINDOWS/NETWARE/LINUX                                                    $    [***]  $    [***]   $    [***]
Application IDA-WINDOWS                                                         $    [***]  $    [***]   $    [***]
OS IDA-UNIX                                                                     $    [***]  $    [***]   $    [***]
Tier I UNIX Media Agent (SAN or LAN) with 1 OS IDA                              $    [***]  $    [***]   $    [***]
Tier II UNIX Media Agent (SAN or LAN) with 1 OS IDA                             $    [***]  $    [***]   $    [***]
Tier 1 Application IDA-UNIX                                                     $    [***]  $    [***]   $    [***]
Tier II Application IDA-UNIX                                                    $    [***]  $    [***]   $    [***]
 GalaxyExpress LAN Suite includes:                                              $    [***]  $    [***]   $    [***]
     GalaxyExpress (key code upgrade to Galaxy)
     1 Windows, Storage Server2003, Linux or Novell MediaAgent included
     Includes support for up to 6 drive library for list of Dell supported
     drives/libraries
     3 FS Agents (can purchase more FS agents from list above) for Windows, UNIX, Linux
     or Novell
     1 Windows Application iDA (can purchase more Windows (only) APP agents from list
     above)
     Max 25 total clients (agents), no san spt + other Gexpress limitations
Upgrade key to unlock GalaxyExpress functionality to Galaxy                     $    [***]  $    [***]   $    [***]



Confidential                                                           4/26/2004

                                     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         CommServe                                                  [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU2         WINDOWS/LINUX/NETWARE Media Agent (SAN or LAN)
               with 1 OS IDA                                            [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU3         LAN Drive Pack with SLMS (per drive)                       [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU4         LAN Drive Pack with DDS and SLMS (per drive)               [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU5         DDO:  direct to disk option (per media agent)              [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU6         OS IDA WINDOWS/NETWARE/UNIX                                [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU7         Application IDA-WINDOWS                                    [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU8         OS IDA-UNIX                                                [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU9         Tier I UNIX Media Agent (SAN or LAN) with 1 OS IDA         [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU10        Tier II UNIX Media Agent (SAN or LAN) with 1 OS IDA        [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU11        Tier I Application IDA-UNIX                                [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU12        Tier II Application IDA-UNIX                               [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
SKU13        Upgrade key to unlock GalaxyExpress to Galaxy                         [***]  $   [***]   [***]  $   [***]  $    [***]

SKU14        GalaxyExpress Server Suite includes:                       [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
                GalaxyExpress (key code upgrade capability to Galaxy)
                1 Windows or Storage Server 2003 MediaAgent included
                Single tape drive support (no library support)
                5 FS Agents (can purchase more FS agents from list
                  above) for Windows, UNIX, Linux or Novell
                May purchase Windows Application Agents from above
                Max 10 total clients (agents)

SKU15        GalaxyExpress Automation Suite includes:                   [***]      [***]  $   [***]   [***]  $   [***]  $    [***]
                GalaxyExpress (key code upgrade capability to Galaxy)
                1 Windows, Storage Server 2003, Linux or Novell
                  MediaAgent included Media Agent supports a maximum
                  of one 6-drive library
                5 FS Agents (can purchase more FS agents from list
                  above) for Windows, UNIX, Linux or Novell
                Max 10 total clients (agents) inclusive of coupon for
                  1 Windows Application IDA
                (may purchase more Windows (only) application agents
                  from list above)

SKU16        Exchange Management Pak (EMP) (includes 25 CAL's)                            $   [***]   [***]  $   [***]  $    [***]

SKU17        Bundle of 25 Client Access Licenses for EMP                                  $   [***]   [***]  $   [***]  $    [***]

SKU18        Archiving and Compliance Pak (ACP) (includes 25 CAL's)                       $   [***]   [***]  $   [***]  $    [***]

SKU19        Bundle of 25 Client Access Licenses for ACP                                  $   [***]   [***]  $   [***]  $    [***]

[***] 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





      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.
 DELL                                                                                        SW      DELL SW    UPDATE     TOTAL
  SKU                         SKU DESCRIPTION                           [***]     [***]     MSRP      COST    PROTECTION   COGS
- ------  -------------------------------------------------------------   -----     -----    ------    -------  ----------   -----
                                                                                                      
 SKU 1  CommServe                                                       [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 2  WINDOWS UNIX/NETWARE Media Agent (SAN or LAN) with 1 OS IDA     [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 3  LAN Drive Pack with SLMS (per drive)                            [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 4  SAN Drive Pack with DDS and SLMS (per drive)                    [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 5  OS IDA-WINDOWS/NETWARE/LINUX                                    [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 6  Application IDA-WINDOWS                                         [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 7  OS IDA-UNIX                                                     [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 8  Tier I UNIX Media Agent (SAN  or LAN) with 1 OS IDA             [***]     [***]    $[***]    [***]       [***]     [***]

 SKU 9  Tier II UNIX Media Agent (SAN  or LAN) with 1 OS IDA            [***]     [***]    $[***]    [***]       [***]     [***]

SKU 10  Tier I Application IDA-UNIX                                     [***]     [***]    $[***]    [***]       [***]     [***]

SKU 11  Tier II Application IDA-UNIX                                    [***]     [***]    $[***]    [***]       [***]     [***]

SKU 12  Upgrade key to unlock GalaxyExpress to Galaxy                   [***]     [***]    $[***]    [***]       [***]     [***]

SKU 13  GalaxyExpress Server Suite includes:                            [***]     [***]    $[***]    [***]       [***]     [***]
             Galaxy Express (key code upgrade capability to Galaxy)
             1 Windows or Storage Server 2003 Media Agent included
             Single tape drive support (no library support)
             5 FS Agents (can purchase more FS agents from list above)
               for Windows, UNIX, Linux or Novell
             May purchase Windows Application Agents from above
             Max 10 total clients (agents)

SKU 14  Galaxy Express Server PRO Suite includes:                       [***]     [***]    $[***]    [***]       [***]     [***]
             GalaxyExpress (key code upgrade capability to Galaxy)
             1 Windows, Storage Server 2003, Linux or Novell Media
               Agent included
             Media Agent supports a maximum of one 6-drive library
             5 FS Agents (can purchase more FS Agents from list
               above) for Windows, UNIX, Linux or Novell
             Max 10 total clients (agents) inclusive of coupon for
               1 Windows Application IDA

             (may purchase more Windows (only) application agents
               from list above)

SKU 15  Exchange Management Pak (EMP) (includes 25 CAL's)                                  $[***]    [***]       [***]     [***]

SKU 16  Bundle of 25 Client Access Libraries for EMP                                       $[***]    [***]       [***]     [***]


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

Title: VP Marketing & Business Development            Title: Senior Manager, Dell, Inc.
       -----------------------------------                   -------------------------------------

Date: 5/22/06                                         Date: 6/6/2006
      --------------------------------------                --------------------------------------



                                     Page 1


                                    EXHIBIT B
                               PRICING SUPPLEMENT
                        TO THE SOFTWARE LICENSE AGREEMENT
                           BETWEEN DELL PRODUCTS L.P.
                           AND COMMVAULT SYSTEMS INC.

                                   FULL GALAXY


                                                                           1YR UPDATE
                                                                           PROTECTION
DELL                                                                     INCLUDES L2/L3    ENHANCED
SKU             SKU DESCRIPTION                          DELL SW COST       SUPPORT         SUPPORT      TOTAL COGS
- ----            ---------------                          ------------    --------------    --------      ----------
                                                                                          
SKU1            CommServe                                  $ [***]          $ [***]         $ [***]       $ [***]

SKU2            WINDOWS/LINUX/NETWARE Media Agent          $ [***]          $ [***]         $ [***]       $ [***]
                (SAN or LAN) with 1 OS IDA

SKU3            LAN Drive Pack with SLMS (per drive)       $ [***]          $ [***]         $ [***]       $ [***]

SKU4            SAN Drive Pack with DDS and SLMS (per      $ [***]          $ [***]         $ [***]       $ [***]
                drive)

SKU5            OS IDA WINDOWS/NETWARE/LINUX               $ [***]          $ [***]         $ [***]       $ [***]

SKU6            Application IDA WINDOWS                    $ [***]          $ [***]         $ [***]       $ [***]

SKU7            OS IDA UNIX                                $ [***]          $ [***]         $ [***]       $ [***]

SKU8            Tier I UNIX Media Agent (SAN or LAN)       $ [***]          $ [***]         $ [***]       $ [***]
                with 1 OS IDA

SKU9            Tier 2 UNIX Media Agent (SAN or LAN)       $ [***]          $ [***]         $ [***]       $ [***]
                with 1 OS IDA

SKU10           Tier 1 Application IDA UNIX                $ [***]          $ [***]         $ [***]       $ [***]

SKU11           Tier 2 Application IDA UNIX                $ [***]          $ [***]         $ [***]       $ [***]

SKU12           Upgrade key to unlock Galaxy Express       $ [***]          $ [***]         $ [***]       $ [***]
                to Galaxy

SKU13           Full Advance Features Pack (AFP)           $ [***]          $ [***]         $ [***]       $ [***]
                Upgrade to CommCell Bundle

SKU14           AFP Bundle Upgrade for Media Agent         $ [***]          $ [***]         $ [***]       $ [***]

SKU15           Gridstor for CommServe                     $ [***]          $ [***]         $ [***]       $ [***]

SKU16           Gridstor for Media Agent                   $ [***]          $ [***]         $ [***]       $ [***]

SKU17           Vault Tracker for CommServe                $ [***]          $ [***]         $ [***]       $ [***]

SKU18           Vault Tracker for Media Agent              $ [***]          $ [***]         $ [***]       $ [***]

SKU19           Data Migrator for Windows 1 CPU            $ [***]          $ [***]         $ [***]       $ [***]

SKU20           Data Migrator for Windows 2+ CPU           $ [***]          $ [***]         $ [***]       $ [***]

SKU21           Extended WORM Support                      $ [***]          $ [***]         $ [***]       $ [***]

SKU22           Qsnap Open File for                        $ [***]          $ [***]         $ [***]       $ [***]
                Windows/Linux/Solaris

SKU23           Virtual Machine IDA (for Vmware or         $ [***]          $ [***]         $ [***]       $ [***]
                MSFT Virtual Machine)

SKU24           NDMP Agent 6TB                             $ [***]          $ [***]         $ [***]       $ [***]

SKU25           Direct to Disk Option (DDO) 800GB          $ [***]          $ [***]         $ [***]       $ [***]

SKU26           One Touch Server                           $ [***]          $ [***]         $ [***]       $ [***]

SKU27           One Touch Client                           $ [***]          $ [***]         $ [***]       $ [***]

SKU28           DataMigrator for Exchange                  $ [***]          $ [***]         $ [***]       $ [***]

SKU29           DM for Exchange CAL Basic                  $ [***]          $ [***]         $ [***]       $ [***]

SKU30           DataArchiver for Exchange                  $ [***]          $ [***]         $ [***]       $ [***]

SKU31           DM/DA for Exchange CAL ADVANCED            $ [***]          $ [***]         $ [***]       $ [***]

SKU32           Dell Maintenance -- $1 SKU                 $ [***]             [***]           [***]      $ [***]

SKU33           Dell Maintenance -- $10 SKU                $ [***]             [***]           [***]      $ [***]

SKU34           Dell Maintenance -- $100 SKU               $ [***]             [***]           [***]      $ [***]

SKU35           Dell Maintenance -- $1000 SKU              $ [***]             [***]           [***]      $ [***]


                                     Page 2


                                 GALAXY EXPRESS


                                                                            1YR UPDATE
                                                                            PROTECTION
DELL                                                                         INCLUDES
SKU             SKU DESCRIPTION                            DELL SW COST   L2/L3 SUPPORT    ENHANCED      TOTAL COGS
- ----            ---------------                            ------------   -------------    --------      ----------
                                                                                          
SKU36           Galaxy Express Small Business Server         $ [***]         $ [***]        $ [***]       $ [***]
                Edition
                      1 Windows MediaAgent included
                      3 Application Agents included
                         (SQL, Exchange and Sharepoint
                      Single tape drive support (no
                         library support)
                      Includes 4 file system agents
                      Worm Support included

SKU37           Galaxy Express File Server Edition:          $ [***]         $ [***]        $ [***]       $ [***]
                      Galaxy Express (key code upgrade
                         capability to Galaxy)
                      1 Windows or Storage Server2003
                         MediaAgent included
                      Single tape drive support (no
                         library support)
                      Worm Support included
                      Max 13 total clients (agents)
                      Includes 4 file system agents


SKU38           Galaxy Express E-mail & Database Server      $ [***]         $ [***]        $ [***]       $ [***]
                Edition
                      1 Application Agent included
                         (Exchange, Notes, GroupWise,
                         SQL, SharePoint or Oracle)
                      Galaxy Express (key code upgrade
                         capability to Galaxy)
                      1 Windows, Storage Server2003,
                         Linux or Novell MediaAgent
                         included
                      Media Agent supports a maximum of
                         one, 2-drive library
                      Open file support included
                      Worm support included
                      Max 15 total clients (agents)
                         inclusive of coupon for 1
                         Windows Application iDA
                      Includes 4 file system agents

SKU39           Galaxy Express OLBU -- For Express only      $ [***]         $ [***]        $ [***]       $ [***]

SKU40           Galaxy Express Client Pack -- for            $ [***]         $ [***]        $ [***]       $ [***]
                Express only

SKU41           Galaxy Express LAN Drive                     $ [***]         $ [***]        $ [***]       $ [***]


                                     Page 3

                                                          CONFIDENTIAL TREATMENT
[***] 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 AMENDED AND RESTATED 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 effective as of 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 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.

         7.       All Products will be subject to CommVault's MSRP in effect as
                  of April 6, 2005.

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 (the
"Agreement").


Dell, Inc.        ("Reseller")                          CommVault Systems
- ------------------------------------                    ------------------------


/s/ Michael P. Owens                                    /s/ Warren H. Mondschein
- ------------------------------------                    ------------------------
Signature                                               Signature



Michael P. Owens                                        Warren H. Mondschein
- ------------------------------------                    ------------------------
Name                                                    Name



Sr. Mgr, SW Procurement                                 VP & General Counsel
- ------------------------------------                    ------------------------
Title                                                   Title



9/14/06                                                 9/14/06
- ------------------------------------                    ------------------------
Date                                                    Date


                                                                          Page 2

                                                                               .
                                                                               .
                                                                               .
                                                                    EXHIBIT 21.1

                     SUBSIDIARIES OF COMMVAULT SYSTEMS, INC.



Subsidiary                                      Jurisdiction of Organization
- ---------------------------------------------   ----------------------------
                                             
CommVault Systems (Canada) Inc                  Ontario
CommVault Systems Mexico S. de R.L. de C.V.     Mexico
CommVault Holding Company B.V.                  The Netherlands
CommVault Systems Netherlands B.V.              The Netherlands
CommVault Systems International B.V.            The Netherlands
CommVault Systems (India) Private Limited       India
Commvault Systems (Australia) Pty. Ltd.         Australia
CommVault Systems (Singapore) Private Limited   Singapore
CommVault Systems Limited                       England
CommVault Systems Gmbh                          Germany
CommVault Systems Sarl                          France
Advanced Data LifeCycle Management, Inc.        Delaware

                                                                    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 (except Note 13, as to which the date is
September 14, 2006), in Amendment No. 5 to the Registration Statement (Form S-1
No. 333-132550) and related Prospectus of CommVault Systems, Inc.

                                             /s/ Ernst & Young LLP

MetroPark, New Jersey
September 14, 2006