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

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

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

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

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

Underwriting

Proceeds to

Price to

Discounts and

Proceeds to

Selling

Public

Commissions

CommVault

Stockholders

Per Share

$

$

$

$

Total

$

$

$

$

Credit Suisse	Goldman, Sachs & Co.

	Thomas Weisel Partners LLC

	RBC Capital Markets

	C.E. Unterberg, Towbin

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		Page
Prospectus Summary			1
Risk Factors			11
Forward-Looking Statements			26
Use of Proceeds			27
Dividend Policy			27
Capitalization			28
Dilution			31
Selected Financial Data			33
Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
Business			50
Management			63
The Concurrent Private Placement			73
Principal and Selling Stockholders			74
Certain Relationships and Related Party Transactions			77
Description of Capital Stock			79
Shares Eligible for Future Sale			84
Certain United States Federal Tax Considerations to Non-U.S. Holders			87
Underwriting			90
Legal Matters			97
Experts			98
Where You Can Find More Information			98
Index to Consolidated Financial Statements and Schedule			F-1
EX-3.1: AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-10.10: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EX-10.11: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EX-10.12: AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
EX-23.1: CONSENT OF ERNST & YOUNG LLP

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	•	the unpredictability of the timing and magnitude of orders for our software applications — during the year ended March 31, 2005 and the nine months ended December 31, 2005, a majority of our quarterly revenues was earned and recorded near the end of each quarter;
	•	the possibility that our customers may cancel, defer or limit purchases as a result of reduced information technology budgets;
	•	the possibility that our customers may defer purchases of our software applications in anticipation of new software applications or updates from us or our competitors;
	•	the ability of our original equipment manufacturers and resellers to meet their sales objectives;
	•	market acceptance of our new applications and enhancements;
	•	our ability to control expenses;
	•	changes in our pricing and distribution terms or those of our competitors;
	•	the demands on our management, sales force and services infrastructure as a result of the introduction of new software applications or updates; and
	•	the possibility that our business will be adversely affected as a result of the threat of terrorism or military actions taken by the United States or its allies.

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

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

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

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

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

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	•	diversion of management’s attention during the acquisition and integration process;
	•	costs, delays and difficulties of integrating the acquired company’s operations, technologies and personnel into our existing operations and organization;

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

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	•	variations in our quarterly or annual operating results;
	•	changes in financial estimates, treatment of our tax assets or liabilities or investment recommendations by securities analysts following our business;
	•	the public’s response to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;
	•	changes in accounting standards, policies, guidance or interpretations or principles;
	•	sales of common stock by our directors, officers and significant stockholders;
	•	announcements of technological innovations or enhanced or new products by us or our competitors;
	•	our failure to achieve operating results consistent with securities analysts’ projections;
	•	the operating and stock price performance of other companies that investors may deem comparable to us;
	•	broad market and industry factors; and
	•	other events or factors, including those resulting from war, incidents of terrorism or responses to such events.

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

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	•	on an actual basis;
	•	on a pro forma basis after giving effect to each of the following events as if each had occurred at December 31, 2005:

	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock upon the closing of this offering;
	•	the payment of $           million in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock upon the completion of this offering (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

	•	on a pro forma as adjusted basis after giving effect to our receipt of the net proceeds from our sale of                      shares of common stock in this offering at an assumed public offering price of $           (the midpoint of the estimated price range shown on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, as if it had occurred at December 31, 2005.

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					As of December 31, 2005
													Pro Forma As
					Actual				Pro Forma				Adjusted(1)
					(In thousands, except share and
					per share amounts)
Cash and cash equivalents					$	43,256			$				$
Total current liabilities					$	40,072			$				$
Long-term debt:
	Term loan, less current portion				$	—			$				$
Cumulative redeemable convertible preferred stock, $0.01 par value per share, authorized in Series A, B, C, D and E: 7,000,000 total shares authorized, 3,166,254 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted						97,773				—				—
Stockholders’ deficit:
	Convertible preferred stock, $0.01 par value per share, authorized in Series AA, BB and CC: 22,150,000 total shares authorized, 19,251,820 total shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted					94,352				—				—
	Preferred stock, $0.01 par value per share, no shares authorized, issued or outstanding, actual or pro forma;         shares authorized, no shares issued or outstanding, pro forma as adjusted					—				—				—
	Common stock, par value $0.01 per share,            shares authorized,            shares issued and outstanding, actual;            shares authorized,            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted					377
	Additional paid-in capital					—
	Deferred compensation					(859	)
	Accumulated deficit					(170,140	)
	Accumulated other comprehensive loss					297
		Total stockholders’ deficit				(75,973	)
			Total capitalization		$	21,800			$				$

(1)

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

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

	Share information above excludes:

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

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	•	the conversion of all outstanding shares of our preferred stock into a total of                      shares of common stock;
	•	the payment of $           million in cash in satisfaction of the cash amount due to holders of our Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the offering is completed on                          , 2006);
	•	the borrowing of $           million under our new term loan on or immediately prior to the closing date of this offering in connection with the payments to the holders of our Series A, B, C, D and E preferred stock; and
	•	the completion of the concurrent private placement of                      shares of our common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of this prospectus) we will raise $           million in proceeds from the concurrent private placement.

Assumed initial public offering price per share					$
	Pro forma net tangible book value as of December 31, 2005		$
	Increase per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors					$

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

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

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																									For the Nine Months
					For the Year Ended March 31,																				Ended December 31,
					2001				2002				2003				2004				2005				2004				2005
					(In thousands, except per share data)
Statement of Operations Data:
Revenues:
	Software:
		QiNetix			$	8,505			$	17,460			$	29,485			$	39,474			$	49,598			$	35,317			$	47,335
		Vault 98				2,484				314				—				—				—				—				—
			Total software			10,989				17,774				29,485				39,474				49,598				35,317				47,335
	Services					11,785				11,677				14,840				21,772				33,031				23,702				33,351
	Hardware, supplies and other					5,240				1,397				94				—				—				—				—
			Total revenues			28,014				30,848				44,419				61,246				82,629				59,019				80,686
Cost of revenues:
	QiNetix software					334				255				932				1,168				1,497				1,172				1,316
	Vault 98 software					9				1				—				—				—				—				—
	Services					6,454				6,449				6,095				8,049				9,975				7,328				9,278
	Hardware, supplies and other					3,385				1,146				72				—				—				—				—
			Total cost of revenues			10,182				7,851				7,099				9,217				11,472				8,500				10,594
Gross margin						17,832				22,997				37,320				52,029				71,157				50,519				70,092
Operating expenses:
	Sales and marketing					23,375				27,352				29,842				37,592				43,248				31,475				37,185
	Research and development					13,215				15,867				16,153				16,214				17,239				12,596				13,945
	General and administrative					6,261				6,291				6,332				8,599				8,955				6,739				8,895
	Depreciation and amortization					3,029				3,021				1,752				1,396				1,390				999				1,153
	Goodwill impairment					—				1,194				—				—				—				—				—
Income (loss) from operations						(28,048	)			(30,728	)			(16,759	)			(11,772	)			325				(1,290	)			8,914
Interest expense						(59	)			(22	)			—				(60	)			(14	)			(12	)			(7	)
Other income						19				—				—				—				—				—				—
Interest income						1,430				631				297				134				346				218				812
Income (loss) before income taxes						(26,658	)			(30,119	)			(16,462	)			(11,698	)			657				(1,084	)			9,719
Income tax (expense) benefit						455				232				52				—				(174	)			(64	)			(636	)
Net income (loss)						(26,203	)			(29,887	)			(16,410	)			(11,698	)			483				(1,148	)			9,083
Less: accretion of preferred stock dividends						(5,652	)			(5,661	)			(5,661	)			(5,676	)			(5,661	)			(4,265	)			(4,265	)
Net income (loss) attributable to common stockholders					$	(31,855	)		$	(35,548	)		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Net income (loss) attributable to common stockholders per share:
	Basic				$	(0.91	)		$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
	Diluted				$	(0.91	)		$	(0.98	)		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
Weighted average shares used in computing per share amounts:
	Basic					35,193				36,224				36,741				37,201				37,424				37,363				37,628
	Diluted					35,193				36,224				36,741				37,201				37,424				37,363				38,373

			As of March 31,																				As of December 31,
			2001				2002				2003				2004				2005				2004				2005
			(In thousands)
Balance Sheet Data:
Cash and cash equivalents			$	32,459			$	27,704			$	7,611			$	22,958			$	24,795			$	23,337			$	43,256
Working capital				25,586				20,626				5,633				13,164				13,441				11,902				21,648
Total assets				44,337				37,802				26,489				41,779				47,513				43,527				64,754
Cumulative redeemable convertible preferred stock:
	Series A through E, at liquidation value			70,847				76,508				82,170				87,846				93,507				92,112				97,773
Total stockholders’ deficit				(39,418	)			(53,554	)			(75,561	)			(75,910	)			(81,010	)			(81,374	)			(75,973	)

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	History and Background

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	Sources of Revenues

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	Description of Costs and Expenses

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

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

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	Revenue Recognition

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	Stock-Based Compensation

		Exercise Price				Fair Market Value
Month		Per Share				Per Share
January 2005		$				$
May 2005
July 2005
September 2005
November 2005

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	Accounting for Income Taxes

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	Software Development Costs

																For the Nine
																Months
				For the Year Ended												Ended
				March 31,												December 31,
				2003				2004				2005				2004				2005
Revenues:
	Software				66	%			64	%			60	%			60	%			59	%
	Services				33				36				40				40				41
	Hardware, supplies and other				*				—				—				—				—
		Total revenues			100				100				100				100				100
Cost of revenues:
	Software				2				2				2				2				2
	Services				14				13				12				12				11
	Hardware, supplies and other				*				—				—				—				—
		Total cost of revenues			16				15				14				14				13
Gross margin					84	%			85	%			86	%			86	%			87	%

	*	Less than 1%.

	Nine months ended December 31, 2005 compared to nine months ended December 31, 2004

	Revenues

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	Cost of Revenues

	Operating Expenses

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	Interest Income

	Income Tax (Expense) Benefit

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

	Revenues

	Cost of Revenues

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	Operating Expenses

	Interest Income

	Income Tax (Expense) Benefit

	Fiscal year ended March 31, 2004 compared to fiscal year ended March 31, 2003

	Revenues

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	Cost of Revenues

	Operating Expenses

	Interest Income

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	Income Tax (Expense) Benefit

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

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

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			Payments Due By March 31,
Contractual Obligations(1)			Total				2006				2007				2008				2009				2010				Thereafter
Operating leases			$	5,906			$	683			$	2,424			$	2,136			$	649			$	14			$	—
Equipment term loan				17				17				—				—				—				—				—
	Total		$	5,923			$	700			$	2,424			$	2,136			$	649			$	14			$	—

(1)

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

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	Interest Rate Risk

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

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

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

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

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

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

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

	QiNetix Galaxy Backup and Recovery

	QiNetix QuickRecovery

	QiNetix ContinuousDataReplicator (beta only)

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	QiNetix DataMigrator

	QiNetix DataArchiver

	QiNetix Data Classification

	QiNetix StorageManager

	QiNetix QNet

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

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

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

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

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

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		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.

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

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Name		Age				Position
N. Robert Hammer			64			Chairman, President and Chief Executive Officer
Alan G. Bunte			52			Executive Vice President and Chief Operating Officer
Louis F. Miceli			56			Vice President and Chief Financial Officer
Ron Miiller			38			Vice President of Sales, Americas
Anand Prahlad			38			Vice President, Product Development
Suresh P. Reddy			43			Vice President, Worldwide Technical Services & Support
David West			40			Vice President, Marketing and Business Development
Thomas Barry(1)(2)			48			Director
Frank J. Fanzilli, Jr.(3)			49			Director
Armando Geday			44			Director
Keith Geeslin(3)			52			Director
Edward A. Johnson			43			Director*
F. Robert Kurimsky(1)(2)			67			Director
Daniel Pulver(3)			37			Director
Gary B. Smith(2)			45			Director
David F. Walker(1)(2)			52			Director

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

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

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																		Long-Term
						Annual Compensation												Compensation Awards
														Other Annual				Securities Underlying
Name and Principal Position		Year				Salary				Bonus				Compensation(1)				Options
N. Robert Hammer			2005			$	348,076			$	116,500			$	83,427 (2	)
Chairman, President and Chief Executive Officer
Alan G. Bunte			2005				242,538				115,500
Executive Vice President and Chief Operating Officer
Louis F. Miceli			2005				239,654				100,500
Vice President and Chief Financial Officer
David West			2005				201,630				71,000
Vice President, Marketing and Business Development
Ron Miiller			2005				148,366				185,563
Vice President of Sales, Americas
Scott Mercer(3)			2005				221,676				71,625
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, 2005.
(2)	Mr. Hammer’s other annual compensation for the year ended March 31, 2005 included our payment of $37,667 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, 2005.
(3)	Mr. Mercer passed away in January 2006.

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Individual Grants

Potential Realizable

Value at Assumed Annual

Number of

Percent of

Rates of Stock Price

Securities

Total Options

Appreciation for

Underlying

Granted to

Exercise

Option Term(2)

Options

Employees in

Price per

Expiration

Name

Granted

Fiscal Year(1)

Share

Date

5%

10%

N. Robert Hammer

%

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

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

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Number of Securities

Value of Unexercised

Shares

Underlying Unexercised

In-the-Money Options

Acquired

Options at March 31, 2005

at March 31, 2005(2)

on

Value

Name

Exercise

Realized(1)

Exercisable

Unexercisable

Exercisable

Unexercisable

N. Robert Hammer

$

$

$

Alan G. Bunte

Louis F. Miceli

David West

Ron Miiller

Scott Mercer(3)

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

	1996 Stock Option Plan

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	2006 Long-Term Stock Incentive Plan

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

Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

N. Robert Hammer(1)

Alan G. Bunte(2)

Louis F. Miceli(3)

David West(4)

Ron Miiller(5)

Anand Prahlad(6)

Suresh P. Reddy(7)

Thomas Barry(8)

Frank J. Fanzilli, Jr.(9)

Armando Geday(10)

Keith Geeslin(11)

Edward A. Johnson

F. Robert Kurimsky(12)

Daniel Pulver

Gary B. Smith(13)

David F. Walker

Putnam OTC and Emerging Growth Fund(14)

TH Lee, Putnam Investment Trust(14)

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Percentage

Number of

Beneficially Owned

Number of Shares

Shares Being

Number of Shares

Beneficially Owned

Sold in the

Beneficially Owned

Before the

After the

Name and Address of Beneficial Owner

Before the Offering

Offering

After the Offering

Offering

Offering

Putnam Discovery Growth Fund(14)

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

DLJ Capital Corporation(15)

DLJ ESC II, L.P.(15)

DLJ First ESC, L.P.(15)

DLJ International Partners, C.V.(15)

DLJMB Funding, Inc.(15)

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

DLJ Offshore Partners, C.V.(15)

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

Sprout Capital VII, L.P.(15)

Sprout Capital IX, L.P.(15)

Sprout CEO Fund, L.P.(15)

Sprout Entrepreneurs’ Fund, L.P.(15)

Sprout Growth II, L.P.(15)

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

	*	Less than 1%.

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

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

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

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

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

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	Board of Directors

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

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	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.

	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

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

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

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

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

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

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

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

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

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

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

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

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

Per Share

Total

Without

With

Without

With

Over-allotment

Over-allotment

Over-allotment

Over-allotment

Underwriting Discounts and Commissions paid by us

$

$

$

$

Expenses payable by us

$

$

$

$

Underwriting Discounts and Commissions paid by the selling stockholders

$

$

$

$

Expenses payable by the selling stockholders

$

$

$

$

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

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

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

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

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

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

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

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

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

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Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 31, 2004 and 2005 and December 31, 2005 (unaudited)		F-3
Consolidated Statements of Operations for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2004 (unaudited) and 2005 (unaudited)		F-4
Consolidated Statements of Stockholders’ Deficit for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2005 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended March 31, 2003, 2004 and 2005 and the nine months ended December 31, 2004 (unaudited) and 2005 (unaudited)		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II — Valuation and Qualifying Accounts		F-28

F-1

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	/s/ Ernst & Young LLP

F-2

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Table of Contents

			March 31,												Pro Forma
											December 31,				December 31,
			2004				2005				2005				2005
											(Unaudited)				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	22,958			$	24,795			$	43,256			$
	Trade accounts receivable, less allowance for doubtful accounts of $686 and $602 at March 31, 2004 and 2005, respectively, and $603 at December 31, 2005			15,546				18,305				17,185
	Prepaid expenses and other current assets			1,397				1,986				1,279
Total current assets				39,901				45,086				61,720
Property and equipment, net				1,656				2,085				2,662
Other assets				222				342				372
Total assets			$	41,779			$	47,513			$	64,754			$
Liabilities, cumulative redeemable convertible preferred stock and stockholders’ deficit
Current liabilities:
	Accounts payable		$	2,815			$	1,755			$	1,556			$
	Accrued liabilities			7,833				10,451				12,373
	Term loan			199				166				17
	Deferred revenue			15,890				19,273				26,126
Total current liabilities				26,737				31,645				40,072
Deferred revenue, less current portion				2,939				3,281				2,868
Term loan, less current portion				167				—				—
Other liabilities				—				90				14
Commitments and contingencies
Cumulative redeemable convertible preferred stock:
Series A through E, at liquidation value				87,846				93,507				97,773
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 December 31, 2005				94,352				94,352				94,352
Common stock, $.01 par value, 120,850 shares authorized, 37,559, 37,617 and 37,650 shares issued and outstanding at March 31, 2004, March 31, 2005, and at December 31, 2005, respectively;           shares issued and outstanding pro forma at December 31, 2005 (unaudited)				376				377				377
Deferred compensation				(82	)			(61	)			(859	)
Accumulated deficit				(170,877	)			(175,904	)			(170,140	)
Accumulated other comprehensive income				321				226				297
Total stockholders’ deficit				(75,910	)			(81,010	)			(75,973	)
			$	41,779			$	47,513			$	64,754			$

F-3

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															Nine Months Ended
			Year Ended March 31,												December 31,
			2003				2004				2005				2004				2005
															(Unaudited)				(Unaudited)
Revenues:
	Software		$	29,485			$	39,474			$	49,598			$	35,317			$	47,335
	Services			14,840				21,772				33,031				23,702				33,351
	Hardware, supplies and other			94				—				—				—				—
Total revenues				44,419				61,246				82,629				59,019				80,686
Cost of revenues:
	Software			932				1,168				1,497				1,172				1,316
	Services			6,095				8,049				9,975				7,328				9,278
	Hardware, supplies and other			72				—				—				—				—
Total cost of revenues				7,099				9,217				11,472				8,500				10,594
Gross margin				37,320				52,029				71,157				50,519				70,092
Operating expenses:
	Sales and marketing			29,842				37,592				43,248				31,475				37,185
	Research and development			16,153				16,214				17,239				12,596				13,945
	General and administrative			6,332				8,599				8,955				6,739				8,895
	Depreciation and amortization			1,752				1,396				1,390				999				1,153
Income (loss) from operations				(16,759	)			(11,772	)			325				(1,290	)			8,914
Interest expense				—				(60	)			(14	)			(12	)			(7	)
Interest income				297				134				346				218				812
Income (loss) before income taxes				(16,462	)			(11,698	)			657				(1,084	)			9,719
Income tax (expense) benefit				52				—				(174	)			(64	)			(636	)
Net income (loss)				(16,410	)			(11,698	)			483				(1,148	)			9,083
Less: accretion of preferred stock dividends				(5,661	)			(5,676	)			(5,661	)			(4,265	)			(4,265	)
Net income (loss) attributable to common stockholders			$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Net income (loss) attributable to common stockholders per share:
	Basic		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
	Diluted		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
Weighted average shares used in computing per share amounts:
	Basic			36,741				37,201				37,424				37,363				37,628
	Diluted			36,741				37,201				37,424				37,363				38,373
Unaudited pro forma net income (loss) attributable to common stockholders per share:
	Basic										$								$
	Diluted										$								$
Unaudited pro forma weighted average shares used in computing per share amounts:
	Basic
	Diluted

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																																	Accumulated
					Convertible																												Other
					Preferred Stock								Common Stock								Additional												Comprehensive
																					Paid-In				Deferred				Accumulated				Income
					Shares				Amount				Shares				Amount				Capital				Compensation				Deficit				(Loss)				Total
Balance at March 31, 2002						14,461			$	79,650				37,417			$	374			$	—			$	—			$	(133,594	)		$	16			$	(53,554	)
	Stock options exercised													10				—				9																9
	Repurchase and retirement of common stock													(28	)			—																				—
	Comprehensive income (loss):
		Net loss																												(16,410	)							(16,410	)
		Other comprehensive income:
			Foreign currency translation adjustment																															55				55
	Total comprehensive income (loss)																																					(16,355	)
	Accretion of dividends on preferred stock																					(9	)							(5,652	)							(5,661	)
Balance at March 31, 2003						14,461				79,650				37,399				374				—				—				(155,656	)			71				(75,561	)
	Stock options exercised													168				2				371																373
	Repurchase and retirement of common stock													(8	)			—																				—
	Issuance of shares in private placement					4,791				14,702																												14,702
	Issuance of common stock warrant to a customer																					1,696																1,696
	Comprehensive income (loss):
		Net loss																												(11,698	)							(11,698	)
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															250				250
	Total comprehensive income (loss)																																					(11,448	)
	Deferred compensation related to stock options																					86				(86	)											—
	Amortization of deferred compensation																									4												4
	Accretion of dividends on preferred stock																					(2,153	)							(3,523	)							(5,676	)
Balance at March 31, 2004						19,252				94,352				37,559				376				—				(82	)			(170,877	)			321				(75,910	)
	Stock options exercised													61				1				151																152
	Repurchase and retirement of common stock													(3	)			—																				—
	Comprehensive income (loss):
		Net income																												483								483
		Other comprehensive income (loss):
			Foreign currency translation adjustment																															(95	)			(95	)
	Total comprehensive income (loss)																																					388
	Amortization of deferred compensation																									21												21
	Accretion of dividends on preferred stock																					(151	)							(5,510	)							(5,661	)
Balance at March 31, 2005						19,252				94,352				37,617				377				—				(61	)			(175,904	)			226				(81,010	)
	Stock options exercised													33				—				82																82
	Comprehensive income:
		Net income																												9,083								9,083
		Other comprehensive income:
			Foreign currency translation adjustment																															71				71
	Total comprehensive income																																					9,154
	Deferred compensation related to stock options																					864				(864	)											—
	Amortization of deferred compensation																									66												66
	Accretion of dividends on preferred stock																					(946	)							(3,319	)							(4,265	)
Balance at December 31, 2005 (Unaudited)						19,252			$	94,352				37,650			$	377			$	—			$	(859	)		$	(170,140	)		$	297			$	(75,973	)

F-5

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																Nine Months Ended
				Year Ended March 31,												December 31,
				2003				2004				2005				2004				2005
																(Unaudited)				(Unaudited)
Cash flows from operating activities
Net income (loss)				$	(16,410	)		$	(11,698	)		$	483			$	(1,148	)		$	9,083
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization				1,791				1,425				1,431				1,028				1,188
	Noncash stock compensation				—				4				21				16				66
	Issuance of common stock warrants				—				1,696				—				—				—
	Changes in operating assets and liabilities:
		Accounts receivable			(9,414	)			(352	)			(2,759	)			(574	)			1,120
		Prepaid expenses and other current assets			70				225				(588	)			(242	)			707
		Other assets			(62	)			3				(120	)			(259	)			(30	)
		Accounts payable			(736	)			1,018				(1,060	)			(1,299	)			(199	)
		Accrued expenses			1,680				214				2,617				1,636				1,922
		Deferred revenue and other liabilities			4,124				8,366				3,815				2,759				6,365
Net cash provided by (used in) operating activities					(18,957	)			901				3,840				1,917				20,222
Cash flows from investing activities
Purchase of property and equipment					(1,166	)			(1,244	)			(1,860	)			(1,323	)			(1,765	)
Net cash used in investing activities					(1,166	)			(1,244	)			(1,860	)			(1,323	)			(1,765	)
Cash flows from financing activities
Proceeds from issuance of preferred stock					—				14,702				—				—				—
Repayments on line of credit					(34	)			—				—				—				—
Proceeds from term loan					—				497				—				—				—
Repayments on term loan					—				(131	)			(200	)			(149	)			(149	)
Proceeds from issuance of common stock					9				372				152				108				82
Net cash provided by (used in) financing activities					(25	)			15,440				(48	)			(41	)			(67	)
Effects of exchange rate — changes in cash					55				250				(95	)			(174	)			71
Net increase (decrease) in cash and cash equivalents					(20,093	)			15,347				1,837				379				18,461
Cash and cash equivalents at beginning of year					27,704				7,611				22,958				22,958				24,795
Cash and cash equivalents at end of year				$	7,611			$	22,958			$	24,795			$	23,337			$	43,256
Supplemental disclosures of cash flow information
Interest paid				$	—			$	60			$	14			$	12			$	7
Income taxes paid (received)				$	(39	)		$	15			$	48			$	10			$	328

F-6

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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                      shares of common stock;
	•	the payment of $          in satisfaction of the cash amount due to holders of Series A, B, C, D and E preferred stock upon its conversion into common stock (including accrued dividends, and assuming the initial public offering is completed in               2006);
	•	the borrowing of $          under a new term loan at an interest rate equal to 30-day LIBOR plus           %, and assumed to be           % per year in connection with the payments to the holders of Series A, B, C, D and E preferred stock (assuming that the initial public offering and the concurrent private placement are priced at $          per share, the midpoint of the estimated price range shown on the cover of the prospectus); and
	•	the completion of the concurrent private placement of                      shares of the Company’s common stock at the public offering price and the application of the proceeds therefrom. Assuming an offering price of $           per share (the midpoint of the estimated price range shown on the cover page of the prospectus) the Company will raise $          in proceeds from the concurrent private placement.

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			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Net income (loss) attributable to common stockholders			$	(5,178	)		$	4,818
Plus:
	Elimination of accretion of preferred stock dividends			5,661				4,265
Less:
	Interest expense associated with term loan borrowings, net of taxes of $
Pro forma net income (loss) attributable to common stockholders			$				$

			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Basic weighted average number of shares used in computing per share amounts
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
Basic pro forma weighted average number of shares used in computing per share amounts

			Year Ended				Nine Months Ended
			March 31, 2005				December 31, 2005
Diluted weighted average number of shares used in computing per share amounts
Plus:
	Shares issued upon conversion of outstanding preferred stock
	Shares issued in the concurrent private placement
Diluted pro forma weighted average number of shares used in computing per share amounts

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	Use of Estimates

	Revenue Recognition

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	•	Persuasive evidence of an arrangement with the customer exists. The Company’s customary practice is to require a purchase order and, in some cases, a written contract signed by both the customer and the Company, 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.

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	Cost of Revenue

	Accounting for Income Taxes

	Net Income (Loss) Attributable to Common Stockholders per Share

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															Nine Months Ended
			Year Ended March 31,												December 31,
			2003				2004				2005				2004				2005
															(Unaudited)				(Unaudited)
Reconciliation of net income (loss) attributable to common stockholders for the basic and diluted computation:
	Net income (loss) attributable to common stockholders		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
	Undistributed net income allocated to Series AA, BB and CC convertible preferred stock			—				—				—				—				(1,638	)
	Undistributed net income (loss) allocated to common stockholders		$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	3,180
Basic net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			36,741				37,201				37,424				37,363				37,628
	Basic net income (loss) attributable to common stockholders per share		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
Diluted net income (loss) attributable to common stockholders per share:
	Basic weighted average shares outstanding			36,741				37,201				37,424				37,363				37,628
	Dilutive effect of stock options			—				—				—				—				745
	Diluted weighted average shares outstanding			36,741				37,201				37,424				37,363				38,373
	Diluted net income (loss) attributable to common stockholders per share		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08

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														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Stock options			7,348				9,529				11,357				11,007				2,030
Convertible preferred stock			32,039				32,039				32,039				32,039				32,039
Common stock warrants			4,615				4,615				4,615				4,615				4,615
Total options, preferred stock and warrants exercisable or convertible into common stock			44,002				46,183				48,011				47,661				38,684

	Software Development Costs

	Cash and Cash Equivalents

	Accounts Receivable and Allowance for Doubtful Accounts

	Concentration of Credit Risk

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	Fair Value of Financial Instruments

	Property and Equipment

	Long-Lived Assets

	Deferred Revenue

	Accounting for Stock-Based Compensation

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															Nine Months Ended
			Year Ended March 31,												December 31,
			2003				2004				2005				2004				2005
															(Unaudited)				(Unaudited)
Net income (loss) attributable to common stockholders, as reported			$	(22,071	)		$	(17,374	)		$	(5,178	)		$	(5,413	)		$	4,818
Less: Undistributed net income allocated to Series AA, BB and CC convertible preferred stock				—				—				—				—				(1,638	)
Add: Stock based compensation recorded under APB 25				—				4				21				16				66
Less: Stock-based compensation expense determined under fair value method for all awards				(3,978	)			(4,321	)			(4,438	)			(3,313	)			(3,102	)
Pro forma undistributed net income (loss) allocated to common stockholders			$	(26,049	)		$	(21,691	)		$	(9,595	)		$	(8,710	)		$	144
Net income (loss) attributable to common stockholders per share, as reported:
	Basic		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
	Diluted		$	(0.60	)		$	(0.47	)		$	(0.14	)		$	(0.14	)		$	0.08
Pro forma net income (loss) attributable to common stockholders per share:
	Basic		$	(0.71	)		$	(0.58	)		$	(0.26	)		$	(0.23	)		$	0.00
	Diluted		$	(0.71	)		$	(0.58	)		$	(0.26	)		$	(0.23	)		$	0.00

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Dividend yield			None				None				None				None				None
Expected volatility			87	%			65	%			54	%			55	%			49	%
Risk-free interest rate			4.21	%			3.69	%			4.08	%			4.10	%			4.16	%
Expected life (in years)			7.00				7.00				7.00				7.00				7.00

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	Advertising Costs

	Foreign Currency Translation

	Comprehensive Income (Loss)

	Recent Accounting Pronouncements

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3.	Property and Equipment

		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Computer equipment		$	12,155			$	11,316			$	12,350
Furniture and fixtures			1,229				1,276				1,324
Purchased software			452				760				712
Other machinery and equipment			1,223				1,787				2,142
Leasehold improvements			391				599				709
			15,450				15,738				17,237
Less accumulated depreciation and amortization			(13,794	)			(13,653	)			(14,575	)
		$	1,656			$	2,085			$	2,662

4.	Accrued Liabilities

		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Compensation and related payroll taxes		$	4,343			$	5,493			$	5,892
State and foreign sales taxes			276				897				885
Accrued professional services			711				919				749
Due to customers			329				712				608
Other			2,174				2,430				4,239
		$	7,833			$	10,451			$	12,373

5.	Line of Credit

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		March 31,				March 31,				December 31,
		2004				2005				2005
										(Unaudited)
Credit Facility		$	—			$	—			$	—
Term Loan — Long Term			167				—				—
Term Loan — Short Term			199				166				17
		$	366			$	166			$	17

6.	Commitments and Contingencies

Year ending March 31:
	2006		$	683
	2007			2,424
	2008			2,136
	2009			649
	2010			14
			$	5,906

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

										Shares				Undeclared				Total
						Shares				Issued and				Dividends				Unpaid
		Date of Issuance				Authorized				Outstanding				Per Share				Dividends
Series A			May 1996				3,000				2,040			$	17.18			$	35,040
Series B			July 1997				1,000				346				15.11				5,229
Series C			December 1997				1,000				333				14.39				4,797
Series D			October 1998				1,000				247				12.54				3,101
Series E			March 1999				1,000				200				12.17				2,433

8.	Stockholders’ Deficit

	Series AA Convertible Preferred Stock

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	Series BB Convertible Preferred Stock

	Series CC Convertible Preferred Stock

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	Common Stock Warrants

	Shares Reserved for Issuance

Exercise of common stock options			14,830
Conversion of Series A Stock			8,159
Conversion of Series B Stock			1,384
Conversion of Series C Stock			1,333
Conversion of Series D Stock			989
Conversion of Series E Stock			800
Conversion of Series AA Stock			4,484
Conversion of Series BB Stock			2,758
Conversion of Series CC Stock			12,132
Exercise of warrants			4,615
			51,484

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9.	Stock Options

							Weighted-
			Number				Average
			of				Exercise
			Options				Price
Options outstanding at March 31, 2002				5,792			$	3.11
	Options granted			2,055				3.00
	Options exercised			(10	)			2.40
	Options canceled			(489	)			3.54
Options outstanding at March 31, 2003				7,348				2.33
	Options granted			3,022				2.40
	Options exercised			(168	)			.97
	Options canceled			(673	)			2.93
Options outstanding at March 31, 2004				9,529				2.31
	Options granted			2,349				2.83
	Options exercised			(62	)			2.46
	Options canceled			(459	)			2.90
Options outstanding at March 31, 2005				11,357				2.77
	Options granted			3,991				2.52
	Options exercised			(32	)			2.52
	Options canceled			(486	)			2.78
Options outstanding at December 31, 2005 (unaudited)				14,830				2.70

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						Weighted-Average								Number of
		Outstanding												Options				Weighted-
		Options at				Remaining								Exercisable at				Average
		December 31,				Contractual				Exercise				December 31,				Exercise
Range of Exercise Prices		2005				Life				Price				2005				Price
$0.0125			19				3.42			$	0.0125				19			$	0.0125
2.00			2,049				7.14				2.00				1,391				2.00
2.25			698				9.34				2.25				0				0.00
2.35			2,488				9.67				2.35				0				0.00
2.40			116				8.58				2.40				39				2.40
2.50			2,327				5.65				2.50				1,932				2.50
2.65			774				8.97				2.65				163				2.65
3.00			4,329				6.52				3.00				3,429				3.00
3.35			728				9.84				3.35				0				0.00
3.60			655				8.08				3.60				290				3.60
4.00			647				5.02				4.00				647				4.00
$0.0125-4.00			14,830				7.44			$	2.70				7,910			$	2.79

										Fair Market
		Number of				Exercise				Value per				Intrinsic
Grants Made During the Month Ended		Options Granted				Price				Common Share				Value
January 31, 2005			470			$	2.65			$	2.65			$	—
May 31, 2005 (unaudited)			719				2.25				2.25				—
July 31, 2005 (unaudited)			923				2.35				2.35				—
September 30, 2005 (unaudited)			1,600				2.35				2.89				0.54
November 30, 2005 (unaudited)			749				3.35				3.35				—

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10.	Income Taxes

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Domestic		$	(13,857	)		$	(6,585	)		$	3,778			$	1,170			$	10,997
Foreign			(2,605	)			(5,113	)			(3,121	)			(2,254	)			(1,278	)
		$	(16,462	)		$	(11,698	)		$	657			$	(1,084	)		$	9,719

														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Federal		$	—			$	—			$	83			$	28			$	223
State			(52	)			—				89				36				389
Foreign			—				—				2				—				24
		$	(52	)		$	—			$	174			$	64			$	636

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														Nine Months Ended
		Year Ended March 31,												December 31,
		2003				2004				2005				2004				2005
														(Unaudited)				(Unaudited)
Statutory federal income tax expense (benefit) rate			(34.0	)%			(34.0	)%			34.0	%			(34.0	)%			34.0	%
State and local income tax expense (benefit), net of federal income tax effect			(4.1	)%			(2.4	)%			13.5	%			15.7	%			(6.2	)%
Foreign earnings taxed at different rates			0.6	%			1.5	%			12.6	%			4.2	%			0.3	%
Certain non-deductible expenses			2.9	%			4.2	%			21.5	%			9.5	%			1.4	%
Research credits			(10.3	)%			(14.3	)%			(111.3	)%			(47.7	)%			(4.9	)%
Other differences, net			(0.1	)%			0.1	%			11.2	%			0.3	%			—
Change in valuation allowance			44.7	%			44.9	%			45.0	%			57.9	%			(18.1	)%
Effective income tax expense (benefit) rate			(0.3	)%			0.0	%			26.5	%			5.9	%			6.5	%

			March 31,
											December 31,
			2004				2005				2005
											(Unaudited)
Deferred tax assets:
	Net operating losses		$	42,921			$	42,566			$	39,009
	Depreciation and amortization			4,227				3,579				3,522
	Accrued expenses			246				170				499
	Deferred revenue			831				436				979
	Allowance for doubtful accounts and other reserves			147				134				253
	Tax credits			8,015				9,799				10,673
Total deferred tax assets				56,387				56,684				54,935
Less valuation allowance				(56,387	)			(56,684	)			(54,935	)
Net deferred tax assets			$	—			$	—			$	—

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11.	Employee Benefit Plan

12.	Segment Information

																Nine Months Ended
				Year Ended March 31,												December 31,
				2003				2004				2005				2004				2005
																(Unaudited)				(Unaudited)
Revenue:
	United States			$	30,968			$	43,227			$	60,562			$	43,281			$	58,455
	Other				13,451				18,019				22,067				15,738				22,231
		Total		$	44,419			$	61,246			$	82,629			$	59,019			$	80,686

				March 31,				March 31,				December 31,
				2004				2005				2005
												(Unaudited)
Long-lived assets:
	United States			$	1,449			$	1,789			$	1,998
	Other				429				638				1,036
		Total		$	1,878			$	2,427			$	3,034

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13.	Subsequent Events

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						Additions —
		Balance at				Charged to				Deductions —				Balance at
		Beginning of				Costs and				See Notes				End of
		Period				Expenses				Below				Period
Year Ended March 31, 2003:
Allowance for doubtful accounts(1)		$	159			$	151			$	7			$	303
Valuation allowance for deferred taxes(2)		$	43,603			$	7,527			$	—			$	51,130
Year Ended March 31, 2004:
Allowance for doubtful accounts(1)		$	303			$	482			$	99			$	686
Valuation allowance for deferred taxes(2)		$	51,130			$	5,257			$	—			$	56,387
Year Ended March 31, 2005:
Allowance for doubtful accounts(1)		$	686			$	107			$	191			$	602
Valuation allowance for deferred taxes(2)		$	56,387			$	297			$	—			$	56,684
Nine Months Ended December 31, 2005:
Allowance for doubtful accounts(1)		$	602			$	39			$	38			$	603
Valuation allowance for deferred taxes(2)		$	56,684			$	—			$	1,749			$	54,935

(1)	Deductions from provisions represent losses or expenses for which the respective provisions were created. In the case of the provision for doubtful accounts, such deductions are reduced by recoveries of amount previously written-off.
(2)	Adjustments associated with the Company’s assessment of its deferred tax assets (principally related to federal and state net operating loss carryforwards).

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Item 13.	Other Expenses of Issuance and Distribution.

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

*	To be completed by amendment.

Item 14.	Indemnification of Directors and Officers.

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Item 15.	Recent Sales of Unregistered Securities.

	•	In July 2003, the registrant issued an amended and restated warrant to purchase                      shares of its common stock at an exercise price of $           per share to EMC Investment Corporation, an accredited investor. The warrant expired without being exercised on February 2, 2006. The amended and restated warrant was issued to replace a warrant to purchase                      shares of the registrant’s common stock at an exercise price of $           per share, subject to certain adjustments, that had been issued by the registrant to the holder in November 2000. The original warrant was issued to the holder in connection with the holder’s purchase of shares of the registrant’s Series BB preferred stock. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.
	•	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

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		of the investors was an accredited investor. The offer and sale was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
	•	In December 2003, the registrant issued a warrant to purchase                      shares of our common stock at an exercise price of $           per share to Dell Ventures, L.P., an accredited investor, in connection with the registrant’s entering into a software licensing agreement with Dell Products, L.P. as an original equipment manufacturer. The number of warrant shares and exercise price are subject to customary antidilution adjustments upon the occurrence of certain events. The issuance of the warrant was exempt from registration pursuant to Section 4(2) of the Securities Act.

Item 16.	Exhibits and Financial Statement Schedules.

Item 17.	Undertakings.

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

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	COMMVAULT SYSTEMS, INC.

	By:	/s/ N. ROBERT HAMMER

	N. Robert Hammer
	Chairman, President and Chief Executive Officer

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

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

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Exhibit
No.				Description
	1	.1*		Form of Underwriting Agreement
	3	.1		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of August 29, 2003
	3	.2*		Amended and Restated Certificate of Incorporation of CommVault Systems, Inc., dated as of            , 2006
	3	.3*		Amended and Restated Bylaws of CommVault Systems, Inc.
	4	.1*		Form of Common Stock Certificate
	5	.1*		Opinion of Mayer, Brown, Rowe & Maw LLP
	9	.1*		Voting Trust Agreement
	10	.1*		Loan and Security Agreement, dated      , 2006, between Silicon Valley Bank and CommVault Systems, Inc.
	10	.2*		CommVault Systems, Inc. 1996 Stock Option Plan, as amended
	10	.3*		CommVault Systems, Inc. 2006 Long-Term Stock Incentive Plan
	10	.4*		Form of Non-Qualified Stock Option Agreement
	10	.5**		Employment Agreement, dated as of February 1, 2004, between CommVault Systems, Inc. and N. Robert Hammer
	10	.6**		Form of Employment Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.7**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and Alan G. Bunte and Louis F. Miceli
	10	.8**		Form of Corporate Change of Control Agreement between CommVault Systems, Inc. and David West, Ron Miiller and Scott Mercer
	10	.9**		Form of Indemnity Agreement between CommVault Systems, Inc. and each of its current officers and directors
	10	.10		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series AA investors
	10	.11		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series BB investors
	10	.12		Amended and Restated Registration Rights Agreement, dated as of September 2, 2003, by and among CommVault Systems, Inc. and the Series CC investors
	10	.13*		Registration Rights Agreement, dated           , 2006 by and between CommVault Systems, Inc. and certain holders of Series A, B, C, D and E preferred stock
	10	.14*		Warrant held by Dell Ventures, L.P. to purchase common stock of CommVault Systems, Inc.
	21	.1**		List of Subsidiaries of CommVault Systems, Inc.
	23	.1		Consent of Ernst & Young LLP
	23	.2*		Consent of Mayer, Brown, Rowe & Maw LLP (included in Exhibit 5.1)
	24	.1**		Powers of Attorney (included on the signature page to the original registration statement)

*	To be filed by amendment.

**	Previously filed.

                                                                     Exhibit 3.1

                                                                      SCHEDULE A

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 01:19 PM 08/29/2003
                                                     FILED 01:19 PM 08/29/2003
                                                    SRV 030562661 - 2615869 FILE

                              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 new 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 One Hundred Fourteen Million Four Hundred Fifty Thousand (114,450,000)
divided into two (2) classes. Eighty Five Million Three Hundred Thousand
(85,300,000) shares shall be Common



Stock, par value $.01 per share (the "Common Stock"), and Twenty Nine Million
One Hundred Fifty Thousand (29,150,000) shares shall be Preferred Stock, par
value $.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 follow:

          (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
one share 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) four (4) 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 $5.7319. 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 $3.131. 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 unreasonable 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.

                                    ARTICLE V
                              AMENDMENTS TO BYLAWS


                                       15



          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 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


                                       16



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 in 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 29th day of August, 2003.

                                        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 10.10

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

     This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
September 2, 2003 (this "Agreement"), is by and among CommVault Systems. Inc., a
corporation organized under the laws of the State of Delaware, (the "Company"),
and the undersigned.

     WHEREAS, pursuant to that certain Purchase Agreement, dated as of April 14,
2000 (the "Purchase Agreement"), by and among the Company and the investors a
party thereto (the "Investors"), the Investors purchased shares of Series AA
Preferred Stock, par value $0.01 per share, of the Company (the "Preferred
Stock"), all of which may be converted into the Company's common stock, par
value $0.01 per share (the "Common Stock"), pursuant to the terms of the
Preferred Stock:

     WHEREAS, pursuant to that certain warrant (the "Microsoft Warrant") dated
April 14, 2000 Microsoft Corporation ("Microsoft") Microsoft has the right to
acquire Common Stock:

     WHEREAS, in connection with the Purchase Agreement, the Company agreed to
register for sale (i) by the Investors, the Common Stock to be received upon
conversion of Preferred Stock, (ii) by the Investors, Common Stock that may
received under an exercise by the Investors of preemptive rights under Section
5(g) of the Purchase Agreement or in conversion of other securities received in
an exercise of such rights, (iii) any other shares of the Common Stock issued as
(or issuable upon conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to or in
exchange for or replacement of the Preferred Stock, and (iv) by Microsoft, the
Common Stock to be received upon exercise of the Microsoft Warrant
(collectively, the "Registrable Stock"):

     WHEREAS, the Company and the Investors entered into a registration rights
agreement dated as of April 14, 2000 (the "Registration Rights Agreement"): and

     WHEREAS, the Company and the Investors desire to amend and restate the
Registration Rights Agreement as set forth below:

     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.



          "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.

          "Holders" shall mean (i) 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 50% of the outstanding Registrable Stock.

          "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 have the meaning ascribed to it in the
recitals to this Agreement.

          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 have the meaning ascribed to it in the
recitals to this Agreement, except that as to any particular Registrable Stock,
such securities shall cease to be Registrable Stock when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, or (b) such securities shall
have been sold in accordance with Rule 144 (or any successor provision) under
the Securities Act.

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

          "Registration Rights Agreement" shall have the meaning ascribed to it
in the recitals to this Agreement.


                                       2            SERIES AA REG. RIGHTS AGREE.



          "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 CC Holders" shall mean the holders of the Company's Series CC
Preferred Stock, par value $0.01 per share, that have registration rights
pursuant to the Amended and Restated Registration Rights Agreement, dated as of
the date hereof, between the Company and investors in such shares.

          "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"),
delivered no earlier than the earlier of (i) January 31, 2004 and (ii) the first
anniversary of the date of the closing of the underwritten initial public
offering of the Common Stock, 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 more than $2,000,000), 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 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


                                        3           SERIES AA REG. RIGHTS AGREE.



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
piggyback rights 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 in such registration (i)
first, the Registrable Stock requested to be included therein by the Holders and
the securities requested to be included therein by the Series CC Holders, pro
rata among such Holders and Series CC Holders on the basis of the number of
shares of Registrable Stock or securities requested for inclusion in such
registration by each such Holder or Series CC Holder and (ii) second, any
securities requested to be included therein by any other holders with piggyback
rights, subject to reduction as provided in the agreements granting registration
rights to such holders.

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

     Section 3. Piggyback Registrations.

          (a) On and after the closing of the underwritten initial public
offering of the Common Stock, 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 whether or not for its own account (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 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


                                        4           SERIES AA REG. RIGHTS AGREE.



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 in such registration (i)
first, the securities the Company proposes to sell and (ii) second, the
securities requested to be included therein by the Holders and the Series CC
Holders, pro rata among such Holders and Series CC Holders on the basis of the
number of securities requested to be included in such registration by each such
Holder or Series CC Holder, and (iii) third, any securities requested to be
included in such Registration by any other holders that have piggyback rights,
subject to reduction as provided in the agreements granting registration rights
to such holders.

          (c) If a Piggyback Registration is a secondary registration requested
by other holders of the Company's securities 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 in
such registration (i) first, the securities requested to be included therein by
the holders requesting such registration, the Holders and the Series CC Holders,
pro rata among such holders requesting such registration. Holders, and Series CC
Holders on the basis of the number of shares of Common Stock of the Company
requested for inclusion in such registration by each such holder requesting
registration, Holder, or Series CC Holder and (ii) second, the securities
requested to be included therein by any other holders with piggyback rights
requested to be included in such registration, subject to reduction as provided
in the agreements granting registration rights to such holders.

          (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) After its initial public offering of Common Stock the Company shall
use its commercially reasonable efforts to qualify for registration on Form S-3
or any comparable or


                                       5            SERIES AA REG. RIGHTS AGREE.



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 in connection with a Demand Registration under Section 2.
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 or suspend sales under any
filed registration statement for up to 90 days during any period of 365 days 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 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 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:


                                        6           SERIES AA REG. RIGHTS AGREE.



               (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 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 Sections 2, 3
or 4, to the extent applicable, 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.


                                        7           SERIES AA REG. RIGHTS AGREE.



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 1l(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 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


                                        8           SERIES AA REG. RIGHTS AGREE.



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 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,


                                       9            SERIES AA REG. RIGHTS AGREE.



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, Section 3 or Section 4 hereof. If any
Holder fails to provide the Company with such information within 10 days of
receipt of the Company's request, the Company's obligations under Section 2,
Section 3 or Section 4 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.


                                       10           SERIES AA REG. RIGHTS AGREE.



     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 Registrable 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.

          (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 the Holders of at least a
majority of the Registrable Stock.

          (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


                                       11           SERIES AA REG. RIGHTS AGREE.



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:

          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
          190 S. LaSalle Street
          Chicago, IL 60603-3441
          Facsimile: (312) 701-7711
          Attn: Philip J. Niehoff

          If to Microsoft:

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

          with a copy to:

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

          (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.


                                       12           SERIES AA REG. RIGHTS AGREE.



          (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.

          (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.


                                       13           SERIES AA REG. RIGHTS AGREE.



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

                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President and Chief Executive
                                               Officer


                                        MICROSOFT CORPORATION


                                        By: /s/ John Seethoff
                                            ------------------------------------
                                        Name: John Seethoff
                                        Title: Assistant Secretary


                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Keith Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: (212) 538-8245


                                        SPROUT IX PLAN INVESTORS. L.P.

                                        By: DLJ LBO Plans Management
                                            Corporation II, General Partner


                                        By: /s/ Keith Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Attorney in Fact
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: (212) 538-8245


                                       14           SERIES AA REG. RIGHTS AGREE.



                                        SPROUT ENTREPRENEURS FUND, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: (212) 538-8245


                                        SPROUT CAPITAL IX, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: (212) 538-8245


                                        ----------------------------------------
                                        Greg Reyes
                                        1901 Guadelupe Parkway
                                        San Jose, CA 95131
                                        Facsimile:
                                                   -----------------------------


                                        ----------------------------------------
                                        Bill Rusher
                                        142 Sansome Street
                                        5th Floor
                                        San Francisco, CA 94104
                                        Facsimile:
                                                   -----------------------------


                                        15          SERIES AA REG. RIGHTS AGREE.




                                        ----------------------------------------
                                        Frank Juska
                                        142 Sansome Street
                                        5th Floor
                                        San Francisco, CA 94104
                                        Facsimile:
                                                   -----------------------------


                                        ----------------------------------------
                                        Will Herman
                                        8 Cobblestone Place
                                        Sudbury, MA 01776
                                        Facsimile:
                                                   -----------------------------


                                        17          SERIES AA REG. RIGHTS AGREE.

                                                                   Exhibit 10.11

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

     This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of
September 2, 2003 (this "Agreement"), is by and among CommVault Systems, Inc., a
corporation organized under the laws of the State of Delaware, (the "Company"),
and the undersigned.

     WHEREAS, pursuant to that certain Purchase Agreement, dated as of November
10, 2000 (the "Purchase Agreement"), by and among the Company and the investors
a party thereto (the "Investors"), the Investors purchased shares of Series BB
Preferred Stock, par value $0.01 per share, of the Company (the "Preferred
Stock"), all of which may be converted into the Company's common stock, par
value $0.01 per share (the "Common Stock"), pursuant to the terms of the
Preferred Stock:

     WHEREAS, pursuant to that certain warrant (the "EMC Warrant") dated as of
July 30, 2003, EMC Investment Corporation ("EMC") has the right to acquire
Common Stock:

     WHEREAS, in connection with the Purchase Agreement, the Company agreed to
register for sale (i) by the Investors, the Common Stock to be received upon
conversion of Preferred Stock, (ii) by the Investors, Common Stock that may
received under an exercise by the Investors of preemptive rights under Section
5(g) of the Purchase Agreement or in conversion of other securities received in
an exercise of such rights, (iii) any other shares of the Common Stock issued as
(or issuable upon conversion or exercise of any warrant, right or other security
which is issued as) a dividend or other distribution with respect to or in
exchange for or replacement of the Preferred Stock, and (iv) by EMC, the Common
Stock to be received upon exercise of the EMC Warrant (collectively, the
"Registrable Stock");

     WHEREAS, the Company and the Investors entered into a registration rights
agreement, dated as of November 10, 2000 and amended and restated as of February
14, 2002, relating to the Registrable Stock (the "Registration Rights
Agreement"); and

     WHEREAS the Company and the Investors desire to amend and restate the
Registration Rights Agreement as forth below;

     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.

                                                    SERIES BB REG. RIGHTS AGREE.



          "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.

          "Holders" shall mean (i) 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 50% of the outstanding Registrable Stock (not
taking into account any Common Stock received upon exercise of the EMC Warrant).

          "Person" shall mean an individual, corporation, partnership, limited
liability company, 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 have the meaning ascribed to it in the
recitals to this Agreement.

          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 have the meaning ascribed to it in the
recitals to this Agreement, except that as to any particular Registrable Stock,
such securities shall cease to be Registrable Stock when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, or (b) such securities shall
have been sold in accordance with Rule 144 (or any successor provision) under
the Securities Act.

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


                                        2           SERIES BB REG. RIGHTS AGREE.




          "Registration Rights Agreement" shall have the meaning ascribed to it
in the recitals to 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 Holder" shall mean the holders of the Company's Series AA
Preferred Stock, $0.01 par value per share, that have registration rights
pursuant to the Amended and Restated Registration Rights Agreement, dated August
____, 2003, between the Company and investors in such stock.

          "Series CC Holder" shall mean the holders of the Company's Series CC
Preferred Stock, $0.01 par value per share, that have registration rights
pursuant to the Amended and Restated Registration Rights Agreement, dated August
____, 2003, between the Company and investors in such 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"),
delivered no earlier than the earlier of (i) January 31, 2004 and (ii) the first
anniversary of the date of the closing of an underwritten initial public
offering of the Common Stock, 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 more than $2,000,000), 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 non-requesting 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


                                        3           SERIES BB REG. RIGHTS AGREE.



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 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
piggyback rights 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 in such registration (i)
first, the Registrable Stock requested to be included therein by the Holders and
the securities requested to be included therein by the Series AA Holders and the
Series CC Holders, pro rata among the Holders, the Series AA Holders and the
Series CC Holders on the basis of the number of shares of Registrable Stock or
securities requested for inclusion in such registration by each such Holder,
Series AA Holder or Series CC Holder and (ii) second, any securities requested
to be included therein by any other holders with piggyback rights, subject to
reduction as provided in the agreements granting registration rights to such
holders.

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

     Section 3. Piggyback Registrations.

          (a) On and after the closing of an underwritten initial public
offering of the Common Stock, 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 whether or not for its own account (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 benefit, share dividend, share
ownership or dividend reinvestment plan) and


                                        4           SERIES BB REG. RIGHTS AGREE.



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, pursuant to Section 3(b) 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 in such registration (i)
first, the securities the Company proposes to sell, (ii) second, the securities
requested to be included therein, if any, by the Series AA Holders and the
Series CC Holders, pro rata among such Series AA Holders and Series CC Holders
on the basis of the number of shares requested for inclusion by each such Series
AA Holder or Series CC Holder, and (iii) third, the Registrable Stock requested
to be included in such Registration by the Holders of Registrable Stock and the
securities requested to be included in such Registration by any other holder
that has piggyback rights, pro rata on the basis of the number of shares of
Registrable Stock and other securities requested for inclusion in such
registration by each such Holder or holder.

          (c) If a Piggyback Registration is a secondary registration requested
by other holders of the Company's securities 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 in
such registration (i) first, the securities requested to be included therein by
the holders requesting such registration, the Series AA Holders and the Series
CC Holders, pro rata among such holders requesting such registration, Series AA
Holders and Series CC Holders on the basis of the number of shares of Common
Stock of the Company requested for inclusion in such registration by each such
holder requesting such registration, Series AA Holder or Series CC Holder and
(ii) second, the securities requested to be included therein by any other
holders with piggyback rights and by the Holders, pro rata among the holders
with piggyback rights and the Holders on the basis of the number of shares of
Common Stock of the Company requested for inclusion in such registration by each
such holder or Holder.

          (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


                                        5           SERIES BB REG. RIGHTS AGREE.



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) After its initial public offering of Common Stock, 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, in connection with
a Demand Registration under Section 2, 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 or suspend sales under any
filed registration statement for up to 60 days during any period of 365 days 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 60
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) The Holders' rights under this Section 4 shall terminate upon the
earlier to occur of (i) the fifth anniversary of the date of the closing of an
underwritten initial public


                                        6           SERIES BB REG. RIGHTS AGREE.



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 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 Sections 2, 3
or 4, to the extent applicable, 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


                                       7            SERIES BB REG. RIGHTS AGREE.



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 1l(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 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 and printing and
accounting expenses, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 4 hereof, including, without
limitation, all registration, listing and qualifications fees, the fees and
disbursements of one counsel for the Company and the fees and disbursements of


                                       8            SERIES BB REG. RIGHTS AGREE.



counsel selected by the Holders shall be borne by the Holders participating in
the particular registration and all reasonable expenses, other than underwriting
discounts and commissions and the reasonable fees and disbursements of any
counsel selected by the Holders, incurred in connection with registrations,
filings or qualifications pursuant to Section 3 hereof, including, without
limitation, all registration, listing and qualifications fees, printing and
accounting fees, and the fees and disbursements of counsel for the Company shall
be borne by the Company.

     Section 7. Indemnification.

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

          (b) Each Holder, if Registrable Stock held by such Holder is included
in the securities as to which such registration is being effected, shall
indemnify the Company, each of its trustees and each of its officers who signs
the registration statement, each underwriter, if any, of the Company's
securities covered by such registration statement, and each person who controls
the Company or such underwriter within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (including
reasonable legal fees and expenses) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any such
registration statement or prospectus, or any amendment or supplement thereto, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement or prospectus, in reliance upon and in
conformity with information furnished in writing to the Company by such Holder
for inclusion therein.

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


                                        9           SERIES BB REG. RIGHTS AGREE.



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, Section 3 or Section 4 hereof. If any
Holder fails to provide the Company with such information within 10 days of
receipt of the Company's request, the Company's obligations under Section 2,
Section 3 or Section 4 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.


                                       10           SERIES BB REG. RIGHTS AGREE.



     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 Registrable 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.

          (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 the Holders of at least a
majority of the Registrable Stock.


                                       11           SERIES BB REG. RIGHTS AGREE.



          (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 EMC), 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 EMC 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:

          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
          190 S. LaSalle Street
          Chicago IL 60603-3441
          Facsimile: (312) 701-7711
          Attn: Philip J. Niehoff

          If to EMC:

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

          with a copy to:

          Vice President, Corporate Development
          Facsimile: (508) 435-8900


                                       12           SERIES BB REG. RIGHTS AGREE.



          (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.

          (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.


                                       13           SERIES BB REG. RIGHTS AGREE.



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

                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President and
                                               Chief Executive Officer


                                       14



                                        EMC INVESTMENT CORPORATION


                                        By: /s/ Michael J. Cody
                                            ------------------------------------
                                        Name: Michael J. Cody
                                        Title: Vice President,
                                               Corporate Development


                                        DLJ CAPITAL CORPORATION


                                        By:
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            President
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                        SPROUT IX PLAN INVESTORS, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By:
                                            ------------------------------------
                                            Arthur S. Zuckerman
                                            President
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                       15           SERIES BB REG. RIGHTS AGREE.



                                        EMC INVESTMENT CORPORATION


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


                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Keith Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                        SPROUT IX PLAN INVESTORS, L.P.

                                        By: DLJ LBO Plans Management
                                            Corporation II, General Partner


                                        By: /s/ Keith Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Attorney in Fact
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                       15           SERIES BB REG. RIGHTS AGREE.



                                        SPROUT ENTREPRENEURS FUND, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                        SPROUT CAPITAL IX, L.P.

                                        By: DLJ Capital Corporation,
                                            Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                            Keith Geeslin
                                            Managing Director
                                            c/o Credit Suisse First Boston
                                            Corporation
                                            11 Madison Avenue
                                            New York, New York 10010-3629
                                            Facsimile: 212 538-8245


                                        MORGAN KEEGAN OPPORTUNITY FUND, L.P.

                                        By: Merchant Bankers, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                               50 North Front Street, 19th Floor
                                               Memphis, TN 38103
                                               Facsimile: (901) 579-4891


                                       16           SERIES BB REG. RIGHTS AGREE.



                                        MORGAN KEEGAN EMPLOYEE INESTMENT FUND,
                                        L.P.

                                        By: Merchant Bankers, Inc.,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                               50 North Front Street, 19th Floor
                                               Memphis, TN 38103
                                               Facsimile: (901) 579-4891


                                        DRW VENTURE PARTNERS LP

                                        By: Dain Rauscher Corporation,
                                            its General Partner


                                        By:
                                            ------------------------------------
                                            Mary Zimmer
                                            Director of Finance and
                                            Administration RBC CMS
                                            60 South 6th Street
                                            Minneapolis, MN 55402
                                            Facsimile: (612) 373-1610


                                        ----------------------------------------
                                        Barbara M. Byrne
                                        101 Hun Road
                                        Princeton, NJ 08540


                                        ----------------------------------------
                                        Greg Reyes
                                        c/o Brocade Communication Systems
                                        1745 Technology Drive
                                        San Jose, CA 95110


                                        ----------------------------------------
                                        Will Herman
                                        8 Cobblestone Place
                                        Sundbury, MA 01776


                                       17           SERIES BB REG. RIGHTS AGREE.

                                                                   Exhibit 10.12

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

     This AMENDED AND REGISTRATION RIGHTS AGREEMENT, dated as of September 2,
2003 (this "Agreement"), is by and among CommVault Systems, Inc., a corporation
organized under the laws of the State of Delaware, (the "Company"), and the
undersigned.

     WHEREAS, pursuant to that certain Series CC Purchase Agreement, dated as
February 14, 2002 (the "Purchase Agreement"), by and among the Company and the
investors a party thereto (the "Investors"), the Investors purchased shares of
Series CC Preferred Stock, par value $0.01 per share, of the Company (the
"Preferred Stock"), all of which may be convened into the Company's common
stock, par value $0.01 per share (the "Common Stock"), pursuant to the terms of
the Preferred Stock;

     WHEREAS, on the date hereof, the Company authorized for issuance an
additional 4,800,000 shares of Preferred Stock and will issue certain of such
Preferred Stock pursuant to a Purchase Agreement, dated as of the date hereof
(the "New Purchase Agreement"), between the Company and the investors party
thereto;

     WHEREAS, the Company agreed to register for sale, or desires to provide for
registration for sale of, (i) the Common Stock to be received upon conversion of
Preferred Stock, (ii) Common Stock that may received under an exercise by the
Investors of preemptive rights under Section 5(g) of the Purchase Agreement or
preemptive rights granted under Section 5(e) of the New Purchase Agreement or in
conversion of other securities received in an exercise of such rights; and (iii)
any other shares of the Common Stock issued as (or issuable upon conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to or in exchange for or replacement of the
Preferred Stock (collectively, the "Registrable Stock");

     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.

          "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.

          "Holders" shall mean (i) 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. A Person shall cease to be a Holder when such Person no
longer holds any Registrable Stock.

          "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.

          "Investors" shall have the meaning ascribed to it in the recitals, and
shall include all parties to this Agreement other than the Company.

          "Initiating Holders" shall mean any Holder or Holders who in the
aggregate hold not less than 50% of the outstanding Registrable Stock at the
time the demand is made; provided that all Registrable Stock held by such Holder
or Holders and included for purposes of determining whether 50% of the
outstanding Registrable Stock is held at such time shall have been outstanding
for at least one year at such time.

          "Person" shall mean an individual, corporation, partnership, limited
liability company, 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 have the meaning ascribed to it in the
recitals to this Agreement and shall include the shares of Preferred Stock
authorized by the Company on the date hereof.

          "Putnam" shall mean the funds and accounts managed by affiliates of
Putnam Investments, LLC, as listed on the signature pages hereto.

          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 have the meaning ascribed to it in the
recitals to this Agreement, except that as to any particular Registrable Stock,
such securities shall cease to be Registrable Stock when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been disposed
of in accordance with such registration statement, or (b) such securities shall
have been sold in accordance with Rule 144 (or any successor provision) under
the Securities Act.


                                        2           SERIES CC REG. RIGHTS AGREE.



          "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 Registration Rights Agreement" shall mean the Amended and
Restated Registration Rights Agreement, dated as of the date hereof, relating to
the Company's Series AA Preferred Stock. $0.01 par value per share.

          "Series AA Holders" shall have the meaning ascribed to it in Section
2(b) of this Agreement.

          "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"),
delivered no earlier than the earlier of (i) January 31, 2004 and (ii) 180 days
from the effective date of the registration statement relating to an
underwritten initial public offering of the Common Stock, 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 more than
$2,000,000), the Company shall (i) promptly give notice of the Registration
Request to all other Holders (other than Putnam, in which case: the Company will
not give such prior notice and as a substitute for such notice will give Putnam
notice of the Registration promptly after 4:00 p.m. (New York City time) on the
business day immediately preceding the day upon which the registration statement
will be filed with the SEC (the "Filing Date") and Putnam will have until 3:00
p.m. on the Filing Date to give the Company notice (which notice may be by
telephone or e-mail) of the number of shares that it desires to include in the
registration statement, subject to Section 2(b) below; provided, that, if the
Company fails to file such registration statement by 9:00 a.m. (New York City
time) on the day immediately following the proposed Filing Date, it will issue a
press release conforming with Rule 135 under the Securities Act describing in
detail such proposed Registration by 9:00 a.m. (New York City time) on the day
following the proposed Filing Date) 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 non-requesting


                                        3           SERIES CC REG. RIGHTS AGREE.



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 or, in the case of Putnam, by 1:00 p.m. on the Filing Date.
The Company shall use reasonable best 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 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 45 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 45 days during any period of 365 days, if the Company shall
furnish to the Holders a certificate signed by an executive officer 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
piggyback rights 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 in such registration (i)
first, the Registrable Stock requested to be included therein by the Holders and
the securities requested to be included therein by the holders that have
piggyback registration rights pursuant to the Series AA Registration Rights
Agreement (the "Series AA Holders"), pro rata among such Holders, and Series AA
Holders on the basis of the number of shares of Registrable Stock or securities
requested for inclusion in such registration by each such Holder or Series AA
Holder and (ii) second, any securities requested to be included therein by any
other holders with piggyback rights, subject to reduction as provided in the
agreements granting registration rights to such holders.

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


                                        4           SERIES CC REG. RIGHTS AGREE.



     Section 3. Piggyback Registrations.

          (a) On and after the closing of an underwritten initial public
offering of the Common Stock, 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 whether or not for its own account (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 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 (other than Putnam, in which case: the
Company will not give such prior notice and as a substitute for such notice will
give Putnam notice of the Registration promptly after 4:00 p.m. (New York City
time) on the business day immediately preceding the "Filing Date" and Putnam
will have until 3:00 p.m. on the Filing Date to give the Company notice (which
notice may be by telephone or e-mail) of the number of shares that it desires to
include in the registration statement, subject to Section 3(b) and Section 3(c)
below; provided, that, if the Company fails to file such registration statement
by 9:00 a.m. (New York City time) on the day immediately following the proposed
Filing Date, it will issue a press release conforming with Rule 135 under the
Securities Act describing in detail such proposed Registration by 9:00 a.m. (New
York City time) on the day following the proposed Filing Date) 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, or in the case of Putnam, by 1:00 p.m. on the Filing Date (a
"Piggyback Registration"), unless, in the case of an underwritten Piggyback
Registration, pursuant to Section 3(b) 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
initiated by the Company 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
in such registration (i) first, the securities the Company proposes to sell,
(ii) second, the securities requested to be included therein, if any, by the
Holders and the Series AA Holders, pro rata among such Holders and Series AA
Holders on the basis of the number of shares requested for inclusion by each
such Holder or Series AA Holder, and (iii) third, any securities requested to be
included in such Registration by any other holders that have piggyback rights,
subject to reduction as provided in the agreements granting registration rights
to such holders.

          (c) If a Piggyback Registration is a secondary registration requested
by other holders of the Company's securities 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 in
such registration


                                        5           SERIES CC REG. RIGHTS AGREE.



(i) first, the securities requested to be included therein by the holders
requesting such registration, the Holders and the Series AA Holders, pro rata
among such holders requesting such registration, Holders and Series AA Holders
on the basis of the number of shares of Common Stock of the Company requested
for inclusion in such registration by each such holder requesting such
registration, Holder or Series AA Holder and (ii) second, any securities
requested to be included therein by any other holders with piggyback rights,
subject to reduction as provided in the agreements granting registration rights
to such holders.

          (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) After its initial public offering of Common Stock, the Company
shall use its reasonable best 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
reasonable best 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, in connection with
a Demand Registration under Section 2, 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.


                                        6           SERIES CC REG. RIGHTS AGREE.



          Notwithstanding the foregoing, the Company shall have the right (the
"S-3 Suspension Right") (i) to defer such filing or suspend sales under any
filed registration statement for up to 45 days during any period of 365 days 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 45
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) The Holders' rights under this Section 4 shall terminate upon the
earlier to occur of (i) the fifth anniversary of the date of the closing of an
underwritten initial public offering of the Common Stock and (ii) the date on
which all of the Registrable Stock may be sold in accordance with Rule 144(k).

     Sections 5. Registration Procedures.

          (a) The Company shall promptly notify the Holders participating in a
registration (the same day in the case of Putnam) 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 reasonable best 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.


                                        7           SERIES CC REG. RIGHTS AGREE.



          (b) The Company shall provide to the Holders, at no cost to the
Holders, such number of copies 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 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 Sections 2, 3 or 4, to the extent applicable, 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 will use reasonable best efforts to obtain all legal
opinions, auditors= consents and comfort letters and experts cooperation as may
be required, including furnishing to each selling Holder of Registrable Stock a
signed counterpart, addressed or confirmed to such Holder, of (i) an opinion of
counsel for the Company and (ii) a "cold comfort" letter signed by the
independent public accountants who have certified the Company's financial
statements included in such registration statement, covering substantially the
same matters as are customarily covered in opinions of issuer's counsel and in
accountants' letters delivered to underwriters in underwritten public offerings
of securities.

          (d) The Company shall use reasonable best 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.

          (e) 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.

          (f) The Company shall use reasonable best efforts (including the
payment of any listing or quotation fees) to obtain the listing or quotation of
all Registrable Stock covered by


                                        8           SERIES CC REG. RIGHTS AGREE.



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.

          (g) The Company and the Holders shall use reasonable best 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 and Rule 158
promulgated thereunder.

          (h) 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 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, transfer taxes and fees and
disbursements of counsel for the Holders, shall be borne by the Company. The
underwriting discounts and commissions, transfer taxes and fees and
disbursements of counsel for any Holder shall be borne by such Holder.

     Section 7. Indemnification.

          (a) The Company shall indemnify each Holder, each Holder's officers
and directors, trustees, 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 reimbursement of 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 any document incorporated therein, 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 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, severally, but not jointly, the Company, each of its trustees and
each of its officers who signs the registration statement, and each person who
controls the Company within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (including reimbursement of
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
any document incorporated therein, or based on any


                                        9           SERIES CC REG. RIGHTS AGREE.



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 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).


                                        10          SERIES CC REG. RIGHTS AGREE.



          (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, Section 3 or Section 4 hereof. If any
Holder fails to provide the Company with such information within 10 days of
receipt of the Company's request, the Company's obligations under Section 2,
Section 3 or Section 4 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 and S-3 Eligibility.

          (a) The Company shall use its reasonable best 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.

          (c) The Company shall take such action, including the voluntary
registration of its Common Stock under Section 12 of the Securities Exchange Act
of 1934, as amended, as will permit Holders to use Form S-3 for the sale of
their Registrable Stock, such action to be taken as soon as practicable (but not
later than 120 days) after the end of the fiscal year in which the registration
statement for the Company's initial public offering is declared effective.

     Section 10. Assignment of Registration Rights; Future Holders.

          (a) 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 any applicable provisions of the
Securities Act and state securities laws, (iv) the transferee or assignee agrees
in


                                       11           SERIES CC REG. RIGHTS AGREE.



writing for the benefit of the Company to be bound by all of the provisions
contained herein, and (v) such transfer of the Registrable Stock shall have been
made in accordance with the applicable requirements of Section 5(f) of the
Purchase Agreement or Section 5(d) of the New Purchase Agreement.

     Section 11. Limitation on Grant of Additional Piggyback Rights. The Company
shall not, without the consent of the Holders of at least 50% of the Registrable
Stock then outstanding, grant to any holder of the Company's securities
piggyback registration rights that are superior to those contained in this
Agreement.

     Section 12. Miscellaneous.

          (a) Governing Law; 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.

          (d) Amendments and Waivers. With the written consent of the Company
and the record holders of 66 2/3% of the Registrable Stock then outstanding, (i)
the obligations of the Company under this Agreement and the rights of the
holders of the Registrable Stock under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively,
and either for a specified period of time or indefinitely) or (ii) this
Agreement may be amended, changed, discharged or terminated. Notwithstanding the
foregoing, (i) if any waiver of any right or rights granted to a Holder under
this Agreement would uniquely affect such Holder, then such waiver may be
approved or granted by such Holder without the consent or approval of any other
Holder and (ii) if any waiver or amendment of any right or rights granted to a
Holder under this Agreement would adversely affect only a given Holder, then
such amendment or waiver may not be effected without the consent or approval of
such affected Holder. Neither this Agreement nor any provisions hereof may be
amended, changed, waived, discharged or terminated orally, but only by a signed
statement in writing.

          (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, (iv) the next business day
after having been sent by a nationally recognized overnight mail or courier
service, receipt requested, (v) when sent by


                                       12           SERIES CC REG. RIGHTS AGREE.



email or (vi) when delivered by telephone in person to the recipient or by
voicemail. Notices shall be addressed as follows: (a) if to an Investor, 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 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:

          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 & Platt
          190 S. LaSalle Street
          Chicago, IL 60603-3441
          Facsimile: (312) 701-7711
          Attn: Philip J. Niehoff

          If to Putnam:

          Putnam Investment Management
          One Post Office Square
          Boston, MA 02109
          Facsimile: (617) 292-1625
          Attn: Michael DeFao and Donna Allouise

          and (by telephone and email) to:

          Rick Wynn (rick_wynn@putnaminv.com; telephone (617) 760-7443)
          Michael Mufson (michael_mufson@putnaminv.com; telephone
          (617) 760-1228)

          with a copies to:

          Ropes & Gray
          One International Place
          Boston, MA 02110
          Facsimile: (617) 951-7050
          Attn: Robert L. Nutt. Esq.


                                       13           SERIES CC REG. RIGHTS AGREE.



          (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.

          (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.

          (1) 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.

          (n) Aggregation of Shares. All shares of Preferred Stock or
Registrable Stock held or acquired by affiliated entities of Holders shall be
aggregated together for the purposes of determining the availability of any
rights under this Agreement.


                                       14           SERIES CC REG. RIGHTS AGREE.



          (o) Massachusetts Business Trusts. A copy of the Agreement and
Declaration of Trust of each Putnam fund or series investment company (each, a
"Fund") that is a Massachusetts business trust is on file with the Secretary of
State of The Commonwealth of Massachusetts and notice is hereby given that this
Agreement is executed on behalf of the trustees of the relevant Fund as trustees
and not individually and that the obligations of this Agreement are not binding
upon any of the trustees, officers and shareholders of the Fund individually but
are binding only upon the assets and property of such Fund.


                                       15           SERIES CC REG. RIGHTS AGREE.



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

                                        COMMVAULT SYSTEMS, INC.


                                        By: /s/ N. Robert Hammer
                                            ------------------------------------
                                        Name: N. Robert Hammer
                                        Title: President and Chief Executive
                                               Officer


                                       16           SERIES CC REG. RIGHTS AGREE.



                                        PUTNAM OTC AND EMERGING GROWTH FUND

                                        By Putnam Investment Management, LLC


                                        By: /s/ Charles A Ruys de Perez
                                            ------------------------------------
                                        Name: Charles A Ruys de Perez
                                        Title: Managing Director


                                        TH LEE, PUTNAM INVESTMENT TRUST -
                                        TH LEE, PUTNAM EMERGING
                                        OPPORTUNITIES PORTFOLIO

                                        By TH Lee, Putnam Capital Management,
                                           LLC


                                        By: /s/ Charles A Ruys de Perez
                                            ------------------------------------
                                        Name: Charles A Ruys de Perez
                                        Title: Managing Director


                                        PUTNAM DISCOVERY GROWTH FUND

                                        By Putnam Investment Management, LLC


                                        By: /s/ Charles A Ruys de Perez
                                            ------------------------------------
                                        Name: Charles A Ruys de Perez
                                        Title: Managing Director


                                        PUTNAM WORLD TRUST II - PUTNAM
                                        EMERGING INFORMATION SCIENCES FUND

                                        By: The Putnam Advisory Company, LLC


                                        By: /s/ Charles A Ruys de Perez
                                            ------------------------------------
                                        Name: Charles A Ruys de Perez
                                        Title: Managing Director

                                        The address for each of the foregoing
                                        is:
                                        c/o Putnam Investment Management, LLC
                                        Two Liberty Square
                                        Boston, MA 02109
                                        Facsimile:
                                                   -----------------------------


                                       17           SERIES CC REG. RIGHTS AGREE.



                                        WHEATLEY PARTNERS III, L.P.

                                        By: Wheatley Partners III LLC,
                                            General Partner


                                        By: /s/ Barry Rubenstein
                                            ------------------------------------
                                        Name: Barry Rubenstein
                                        Title: CEO
                                        80 Cuttermill Road, Suite 311
                                        Great Neck, NY 11021
                                        Facsimile: (617) 773-0996

                                        with copies to:

                                        Wheatley Partners
                                        825 Third Avenue
                                        32nd Floor
                                        New York, NY 10022
                                        Attn: Lawrence Wagenberg


                                        WHEATLEY ASSOCIATES III, L.P.

                                        By: Wheatley Partners III LLC,
                                            General Partner


                                        By: /s/ Barry Rubenstein
                                            ------------------------------------
                                        Name: Barry Rubenstein
                                        Title: CEO
                                        address same as above


                                        WHEATLEY FOREIGN PARTNERS III, L.P.

                                        By: Wheatley Partners III, LLC,
                                            General Partner


                                        By: /s/ Barry Rubenstein
                                            ------------------------------------
                                        Name: Barry Rubenstein
                                        Title: CEO
                                        address same as above


                                       18           SERIES CC REG. RIGHTS AGREE.



                                        EMC INVESTMENT CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                               35 Parkwood Drive
                                               Hopkinton, MA 01748
                                               Attn: Office of the General
                                                     Counsel
                                               Fax: (508) 497-6915


                                       19           SERIES CC REG. RIGHTS AGREE.



                                        VAN WAGONER CAPITAL PARTNERS, L.P.


                                        By: /s/ Garrett Van Wagoner
                                            ------------------------------------
                                        Name: Garrett Van Wagoner
                                        Title: General Partner
                                        435 PACIFIC AVE.
                                        SUITE 400
                                        SAN FRANCISCO CA 94133
                                        Fax: (415) 835-5050


                                        VAN WAGONER CROSSOVER FUNDS, L.P.


                                        By: /s/ Garrett Van Wagoner
                                            ------------------------------------
                                        Name: Garrett Van Wagoner
                                        Title: Managing Member - General Partner
                                        Fax: (415) 835-5050


                                        VAN WAGONER PRIVATE OPPORTUNITIES FUND,
                                        L.P.


                                        By: /s/ Garrett Van Wagoner
                                            ------------------------------------
                                        Name: Garrett Van Wagoner
                                        Title: General Partner
                                        Fax: (415) 835-5050


                                       20           SERIES CC REG. RIGHTS AGREE.



                                        DRW VENTURE PARTNERS LP

                                        By: RBC Dain Rauscher Corporation,
                                            its General Partner


                                        By: /s/ Mary Zimmer
                                            ------------------------------------
                                            Mary Zimmer
                                            Director of Finance and
                                            Administration RBC CMS
                                            60 South 6th Street
                                            Minneapolis, MN 55402
                                            Fax: (612) 373-1610


                                       21           SERIES CC REG. RIGHTS AGREE.



                                        UBS CAPITAL AMERICAS II, LLC

                                        By: UBS Capital Americas, LLC. as
                                            advisor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        299 Park Avenue, 34th Floor
                                        New York. NY 10171
                                        Fax: (212) 821-6333


                                       22           SERIES CC REG. RIGHTS AGREE.



                                        HFI PRIVATE EQUITY LTD.


                                        By: /s/ Barry Shailer
                                            ------------------------------------
                                        Name: BARRY SHAILER
                                        Title: DIRECTOR


                                        By: /s/ Harry Wilken
                                            ------------------------------------
                                        Name: HARRY WILKEN
                                        Title: DIRECTOR
                                        Jardine House 4th Floor
                                        33-35 Reid Street
                                        Hamilton HM 12
                                        Bermuda
                                        Fax: (441) 295-3011


                                       23           SERIES CC REG. RIGHTS AGREE.



                                        AMAN VENTURES


                                        By: /s/ William J. Bell
                                            ------------------------------------
                                        Name: William J. Bell
                                        Title: Managing Partner
                                        1500 Owl Creek Ranch road
                                        Aspen, CO 81611
                                        Fax: (970) 923-8855


                                       24           SERIES CC REG. RIGHTS AGREE.




                                        ----------------------------------------
                                        Mark Francis
                                        765 Park Avenue
                                        New York, NY 10021
                                        Fax:
                                             -----------------------------------


                                        ----------------------------------------
                                        Bill Rusher
                                        142 Sansome Street
                                        5th Floor
                                        San Francisco, CA 94104
                                        Facsimile:
                                                   -----------------------------


                                        ----------------------------------------
                                        Frank Juska
                                        142 Sansome Street
                                        5th Floor
                                        San Francisco, CA 94104
                                        Facsimile:
                                                   -----------------------------


                                       25           SERIES CC REG. RIGHTS AGREE.



                                        DLJ CAPITAL CORPORATION


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                        Name: Keith B. Geeslin
                                        Title: Managing Director


                                        SPROUT CAPITAL IX, L.P.

                                        By: DLJ Capital Corporation
                                        Its: Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                        Name: Keith B. Geeslin
                                        Its: Managing Director


                                        SPROUT ENTREPRENEURS' FUND, L.P.

                                        By: DLJ Capital Corporation
                                        Its: Managing General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                        Name: Keith B. Geeslin
                                        Its: Managing Director


                                        SPROUT IX PLAN INVESTORS, L.P.

                                        By: DLJ LBO Plans Management
                                            Corporation II
                                        Its: General Partner


                                        By: /s/ Keith B. Geeslin
                                            ------------------------------------
                                        Name: Keith B. Geeslin
                                        Its: Attorney in Fact

                                        The address for each of the foregoing
                                        is:
                                        Sprout Group
                                        11 Madison Avenue, 26th Floor
                                        New York, NY 10010
                                        Attention:
                                                   -----------------------------
                                        Facsimile:
                                                   -----------------------------


                                       26           SERIES CC REG. RIGHTS AGREE.




                                        /s/ Thomas I. Unterberg
                                        ----------------------------------------
                                        THOMAS I. UNTERBERG

                                        c/o C.E. Unterberg, Towbin
                                        350 Madison Avenue
                                        New York, NY 10017
                                        Facsimile: 212-389-8808


                                        C.E. UNTERBERG, TOWBIN CAPITAL
                                        PARTNERS I, L.P.

                                        By: UTCM LLC
                                        Its: General Partner


                                        By: /s/ Mark G. Hadlock
                                            ------------------------------------
                                        Name: MARK G. HADLOCK
                                        Title: SECRETARY OF UTCM LLC

                                        350 Madison Avenue
                                        New York, NY 10017
                                        Attn: Mark G. Hadlock
                                        Facsimile: 212-389-8401


                                       27           SERIES CC REG. RIGHTS AGREE.



                                        CAMELOT CAPITAL L.P.


                                        By: /s/ Scott M. Smith
                                            ------------------------------------
                                        Name: Scott M. Smith
                                        Title: Managing Partner


                                        CAMELOT CAPITAL II L.P.


                                        By: /s/ Scott M. Smith
                                            ------------------------------------
                                        Name: Scott M. Smith
                                        Title: Managing Partner


                                        CAMELOT OFFSHORE FUND LIMITED


                                        By: /s/ Scott M. Smith
                                            ------------------------------------
                                        Name: Scott M. Smith
                                        Title: Managing Director

                                        Address for each of the above:

                                        3 Pickwick Plaza
                                        Greenwich, CT 06830
                                        Attn: Scott M. Smith
                                        203-863-7400


                                       29           SERIES CC REG. RIGHTS AGREE.



                                        AMERINDO INTERNET FUND PLC

                                        BY: AMERINDO INVESTMENT ADVISORS INC.
                                        ITS: MANAGER


                                        By: /s/ Gary Tanaka
                                            ------------------------------------
                                        Name: Gary Tanaka
                                        Title: Executive Vice President
                                               c/o Amerindo Investment Advisors
                                               Inc.
                                               Attn: David Mainzer
                                               399 Park Avenue, 22nd Floor
                                               New York, NY 10022
                                               Facsimile: (212) 371-6988


                                        /s/ K. Flynn Mcdonald
                                        ----------------------------------------
                                        K. FLYNN MCDONALD
                                        c/o Amerindo Investment Advisors Inc.
                                        One Embarcadero Center, Suite 2300
                                        San Francisco, CA 94111-3162
                                        Facsimile: (415) 834-3582


                                        /s/ Michael J. Sandifer
                                        ----------------------------------------
                                        MICHAEL J. SANDIFER pp Heather Lewis
                                        6016 Lee Highway
                                        Warrenton, VA 20187
                                        Facsimile: (540) 428-2791


                                        /s/ Marc Weiss
                                        ----------------------------------------
                                        MARC WEISS
                                        c/o Amerindo Investment Advisors Inc.
                                        399 Park Avenue, 22nd Floor
                                        New York, NY 10022
                                        Telephone: (212) 418-2520
                                        Facsimile: (212) 935-6975


                                      30            SERIES CC REG. RIGHTS AGREE.

                                                                    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 March 14, 2006, in Amendment No. 1 to the Registration
Statement (Form S-1 No. 333-132550) and related Prospectus of CommVault Systems,
Inc.


                                                           /s/ Ernst & Young LLP


MetroPark, New Jersey
April 28, 2006

                                                   (MAYER BROWN ROWE & MAW LOGO)

May 3, 2006                                         Mayer, Brown, Rowe & Maw LLP
                                                           71 South Wacker Drive
                                                    Chicago, Illinois 60606-4637
                                                         Main Tel (312) 782-0600
                                                         Main Fax (312) 701-7711
                                                          www.mayerbrownrowe.com

BY EDGAR & UPS

Securities and Exchange Commission
Division of Corporate Finance
Attention: Mark P. Shuman, Branch Chief - Legal
100 F Street, N.E.
Washington, D.C. 20549

Re: CommVault Systems, Inc. Registration Statement on Form S-1
    (File No. 333-132550)

Dear Mr. Shuman:

     This letter responds to the Staff's comment letter, dated April 13, 2006,
addressed to N. Robert Hammer, Chairman, President and Chief Executive Officer
of CommVault Systems, Inc. ("CommVault"), related to the above-referenced
filing. CommVault's responses to the Staff's comments are set forth herein. To
facilitate the Staff's review, CommVault's responses are set forth below the
headings and numbered comments used in the Staff's comment letter, which are
reproduced in bold face text. The supplemental materials referenced herein will
accompany the hard copy of this letter, which has been forwarded to you via
overnight courier. CommVault is contemporaneously filing an amended Form S-1.

REGISTRATION STATEMENT ON FORM S-1

1.   WE WILL PROCESS THIS FILING AND YOUR AMENDMENTS WITHOUT PRICE RANGES. SINCE
     THE PRICE RANGE TRIGGERS A NUMBER OF DISCLOSURE MATTERS, WE WILL NEED
     SUFFICIENT TIME TO PROCESS THE AMENDMENT WHEN IT IS INCLUDED. PLEASE
     UNDERSTAND THAT ITS EFFECT ON DISCLOSURE THROUGHOUT THE DOCUMENT MAY CAUSE
     US TO RAISE ISSUES ON AREAS NOT PREVIOUSLY COMMENTED UPON.

Noted.

2.   WE NOTE A NUMBER OF BLANK SPACES THROUGHOUT YOUR REGISTRATION STATEMENT FOR
     INFORMATION THAT YOU ARE NOT ENTITLED TO OMIT UNDER RULE 430A. EXAMPLES OF
     OMITTED INFORMATION YOU MUST PROVIDE INCLUDE THE NUMBER OF SHARES TO BE
     OFFERED AND THE NUMBER OF SHARES TO BE SOLD BY SELLING STOCKHOLDERS ON THE
     COVER. ANY PRELIMINARY PROSPECTUS SHOULD FILL IN ALL BLANKS THROUGHOUT THE
     REGISTRATION STATEMENT EXCEPT FOR THE SPECIFIC INFORMATION THAT RULE 430A
     ALLOWS YOU TO OMIT, AND SHOULD BE PART OF A PRE-EFFECTIVE AMENDMENT. PLEASE
     SEE SECTION II.A.7 OF RELEASE NO. 33-6714. ALSO, CONFIRM THAT YOU HAVE NOT
     CIRCULATED COPIES OF THE REGISTRATION STATEMENT AND WILL



Mayer, Brown, Rowe & Maw LLP

Securities and Exchange Commission
May 3, 2006
Page 2


     NOT CIRCULATE UNTIL YOU INCLUDE AN ESTIMATED PRICE RANGE AND MAXIMUM NUMBER
     OF SHARES, AND ALL OTHER INFORMATION EXCEPT INFORMATION YOU MAY EXCLUDE IN
     RELIANCE UPON RULE 430A.

Prior to circulating a preliminary prospectus, information that is currently
blank but not permitted to be omitted pursuant to Rule 430A will be filled in.

3.   IF THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT IS DELAYED, UPDATE THE
     FINANCIAL STATEMENTS PURSUANT TO RULE 3-12 OF REGULATION S-X.

Noted.

INSIDE FRONT COVER PAGE

4.   WE NOTE THAT YOUR GRAPHIC ARTWORK CONTAINS EXTENSIVE NARRATIVE TEXT, WHICH
     IN SOME INSTANCES APPEARS TO NOT OTHERWISE BE DISCUSSED IN YOUR PROSPECTUS.
     FOR EXAMPLE, THE TERM "UNIFIED DATA MANAGEMENT SOFTWARE" DOES NOT APPEAR TO
     BE DISCUSSED OR EXPLAINED ELSEWHERE IN YOUR PROSPECTUS. PLEASE LIMIT YOUR
     GRAPHIC ARTWORK TO A PICTORIAL OR GRAPHIC REPRESENTATION OF YOUR PRODUCTS
     OR BUSINESS AND USE TEXT ONLY TO THE EXTENT NECESSARY TO EXPLAIN BRIEFLY
     THE VISUALS IN THE PRESENTATION. THE TEXT SHOULD NOT BE EXCESSIVE OR
     OVERWHELM THE VISUAL PRESENTATION. PLEASE REFER TO SECTION VIII OF OUR
     MARCH 31, 2001 UPDATE TO OUR CURRENT ISSUES AND RULEMAKING PROJECTS OUTLINE
     FOR ADDITIONAL GUIDANCE AND REVISE ACCORDINGLY.

The prospectus has been revised as requested. CommVault believes the remaining
text is necessary to explain the visuals presented in the graphic.

PROSPECTUS SUMMARY, PAGE 1

5.   PLEASE PROVIDE US SUPPORT FOR YOUR STATEMENT, IN THIS SUMMARY AND ELSEWHERE
     IN THE PROSPECTUS, THAT YOU ARE "A LEADING GLOBAL PROVIDER OF DATA
     MANAGEMENT SOFTWARE APPLICATIONS AND RELATED SERVICES." ADDITIONALLY,
     EXPAND YOUR DISCLOSURE TO STATE CONCISELY THE BASIS ON WHICH THE LEADERSHIP
     CLAIM IS MADE. IN YOUR RESPONSE TELL US HOW YOU COMPARE TO YOUR COMPETITORS
     IN QUANTITATIVE OR QUALITATIVE TERMS AND CONSIDER APPROPRIATE DISCLOSURE IN
     THIS RESPECT.

The requested documentation is located behind Tab A in the binder of
supplemental materials accompanying this filing. The prospectus has been revised
to include the requested disclosure.

6.   WE NOTE YOUR LIST OF CUSTOMERS HERE AND ELSEWHERE IN YOUR PROSPECTUS.
     PLEASE DISCLOSE THE CRITERIA YOU USED TO DETERMINE WHICH OF YOUR CUSTOMERS
     WERE TO BE DISCLOSED IN THE PROSPECTUS.

The prospectus has been revised to include the requested disclosure.



Securities and Exchange Commission
May 3, 2006
Page 3


7.   WITH RESPECT TO ANY THIRD-PARTY STATEMENTS IN YOUR PROSPECTUS SUCH AS THE
     MARKET INFORMATION BY THE INTERNATIONAL DATA CORPORATION AND GARTNER
     PRESENTED HERE, PLEASE PROVIDE US WITH SUPPORT FOR SUCH STATEMENTS. TO
     EXPEDITE OUR REVIEW, PLEASE CLEARLY MARK EACH SOURCE TO HIGHLIGHT THE
     APPLICABLE PORTION OR SECTION CONTAINING THE STATISTIC AND CROSS-REFERENCE
     IT TO THE APPROPRIATE LOCATION IN YOUR PROSPECTUS. ALSO, TELL US WHETHER
     THE SOURCE OF EACH STATISTIC IS PUBLICLY AVAILABLE WITHOUT COST OR AT A
     NOMINAL EXPENSE.

The requested documentation is located behind Tab B in the binder of
supplemental materials accompanying this filing. The sources are not publicly
available without cost or at a nominal expense.

8.   YOU STATE HERE ON PAGE 3 AND ELSEWHERE THAT YOU INTEND "TO INTRODUCE NEW
     SOFTWARE APPLICATIONS BEYOND THE TRADITIONAL DATA AND STORAGE MANAGEMENT
     CATEGORY." PLEASE PROVIDE A CONCISE DESCRIPTION HERE AND A MATERIALLY
     COMPLETE DISCUSSION ELSEWHERE, AS APPROPRIATE, ON THE MARKETS YOU ARE
     PLANNING TO EXPAND INTO AS WELL AS ANY DEVELOPMENT YOU ARE CURRENTLY
     UNDERTAKING TO FACILITATE SUCH AN EXPANSION.

The disclosure has been revised to clarify that CommVault will continuously
enhance existing product offerings and develop new product offerings within the
data and storage management field.

9.   WE NOTE THAT YOUR USE OF TERMS SUCH AS "STORAGE RESOURCE DISCOVERY AND
     USAGE TRACKING," "DATA CLASSIFICATION," "STORAGE ARRAYS," "TIERED STORAGE
     INFRASTRUCTURES," AND "STORAGE AREA NETWORKS (SANS) AND NETWORK-ATTACHED
     STORAGE (NAS)." PLEASE KEEP IN MIND OUR PLAIN ENGLISH PRINCIPLES REGARDING
     THE USE OF INDUSTRY JARGON AND TERMS UNFAMILIAR TO THE AVERAGE INVESTOR.
     PLEASE REFER TO SECTION VIII OF OUR MARCH 31, 2001 UPDATE TO OUR CURRENT
     ISSUES AND RULEMAKING PROJECTS OUTLINE FOR ADDITIONAL GUIDANCE.

The prospectus has been revised to include additional clarifying language.

TRANSACTIONS IN CONNECTION WITH THE OFFERING, PAGE 4

10.  PLEASE ELABORATE HERE AND ELSEWHERE IN YOUR PROSPECTUS ON THE BASIS FOR THE
     DETERMINATION OF THE $47 MILLION TO BE PAID TO HOLDERS OF SERIES A, B, C, D
     AND E PREFERRED STOCK IN ADDITION TO ACCUMULATED AND UNPAID DIVIDENDS UPON
     THE CONVERSION OF SUCH PREFERRED STOCK. ARE THESE PAYMENTS REQUIRED UNDER
     THE TERMS OF THE PREFERRED STOCK SERIES IN THE CHARTER?

The prospectus has been revised to include the requested disclosure.

11.  PLEASE PROVIDE US YOUR ANALYSIS REGARDING THE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT ON WHICH YOU ARE RELYING
     FOR THE ISSUANCE OF



Securities and Exchange Commission
May 3, 2006
Page 4


     COMMON STOCK UPON CONVERSION OF YOUR CURRENTLY OUTSTANDING PREFERRED STOCK,
     PARTICULARLY YOUR SERIES A, B, C, D AND E PREFERRED STOCK. PLEASE ADVISE US
     WHETHER THE COMMITMENT TO EFFECT SUCH CONVERSION WAS UNCONDITIONAL AND
     BINDING PRIOR TO THE FILING OF YOUR REGISTRATION STATEMENT AND WHETHER ANY
     ADDITIONAL CONSIDERATION OR NEGOTIATION WAS UNDERTAKEN TO CAUSE THE
     CONVERSION OF YOUR PREFERRED STOCK TO OCCUR UPON THE OFFERING. PLEASE FILE
     YOUR CURRENT CHARTER AND ANY OTHER APPLICABLE AGREEMENTS WITH RESPECT TO
     THE RIGHTS OF YOUR PREFERRED STOCK AS EXHIBITS TO YOUR REGISTRATION
     STATEMENT.

The conversion of the Series A, B, C, D and E preferred stock is exempt from the
registration requirements of the Securities Act of 1933 by Section 3(a)(9) of
that Act. By its terms, each share of Series A, B, C, D and E preferred stock is
convertible into four shares of common stock (on a pre-reverse split basis) and
$14.85 in cash. By letter agreement, dated February 8, 2002, the holders of the
A, B, C, D and E preferred stock agreed to convert their shares of preferred
stock into shares of common stock and cash upon the closing of an initial public
offering that results in net proceeds of at least $40 million at a price per
share of common stock of at least $6.26 (on a pre-reverse split basis). No
additional consideration has been offered to the holders of the Series A, B, C,
D or E preferred stock to induce them to convert their shares of preferred
stock, nor have there been any further negotiation with those holders to cause
the conversion of the preferred stock, in connection with this initial public
offering. The Certificate of Incorporation and other applicable agreements
relating to the rights of the preferred stock have been filed as exhibits to the
Registration Statement.

12.  PLEASE PROVIDE US YOUR DETAILED ANALYSIS AS TO WHY YOUR CONCURRENT PRIVATE
     PLACEMENT SHOULD NOT BE INTEGRATED WITH YOUR PUBLIC OFFERING. WE NOTE THAT
     THE PRIVATE PLACEMENT HAS NOT BEEN SOLELY LIMITED TO QUALIFIED
     INSTITUTIONAL BUYERS OR INSTITUTIONAL ACCREDITED INVESTORS. PLEASE FURTHER
     ADVISE US WHETHER YOU PLAN TO REGISTER ANY OF THE SHARES SOLD IN THE
     CONCURRENT PRIVATE PLACEMENT IN THIS REGISTRATION STATEMENT FOR RESALE ON
     BEHALF OF ANY INVESTOR.

The sales to investors in the concurrent private placement are exempt from the
registration requirements of the Securities Act by Section 4(2) of the Act.
CommVault believes that each of the purchasers:

     -    is sophisticated;

     -    can withstand the entire loss of its investment;

     -    had the opportunity to ask questions of CommVault and receive
          responses; and

     -    understands that the shares of common stock that it will purchase have
          not been registered under the Securities Act and can only be sold if
          registered under the Securities Act or in transactions exempt from
          registration.

Each of the purchasers is an existing CommVault stockholder and the offer was
made to the purchasers as a result of preemptive rights that they acquired when
they purchased shares of



Securities and Exchange Commission
May 3, 2006
Page 5


CommVault preferred stock. CommVault did not engage in any general solicitation
or general advertising of investors in connection with the concurrent private
placement.

Prior to CommVault filing the registration statement, each investor irrevocably
committed to purchase the shares of common stock in the concurrent private
placement and the closing of the sale is not subject to any conditions within
the control of any of the purchasers. As a result, the sale is exempt by under
Section 4(2) of the Securities Act and Rule 152 thereunder, and therefore should
not be integrated with the initial public offering. See Black Box Incorporated
(avail. June 26, 1990).

CommVault is not registering for resale pursuant to this registration statement
any of the shares to be sold in the concurrent private placement.

RISK FACTORS

13.  PLEASE INCLUDE A DISCUSSION REGARDING THE RISKS RELATED TO ANY CONFLICTS
     THAT MAY EXIST AS A RESULT OF CREDIT SUISSE'S INTEREST IN YOU AND THEIR
     ROLE AS AN UNDERWRITER IN YOUR OFFERING. THE RETENTION OF A QUALIFIED
     INDEPENDENT UNDERWRITER TO ESTABLISH A MAXIMUM PRICE AND TO CONDUCT DUE
     DILIGENCE IN THE OFFERING PROCESS DOES NOT ELIMINATE THE POTENTIAL
     CONFLICT. THE RISK FACTOR SHOULD BE CLEAR IN CONCISELY DESCRIBING THE
     INTEREST OF CREDIT SUISSE AS A DIRECT OR INDIRECT PREFERRED STOCK HOLDER AS
     WELL AS THE SECURITIES AND OTHER CONSIDERATION IT WILL RECEIVE (DIRECTLY
     AND INDIRECTLY).

The prospectus has been revised to include the requested disclosure. See "Risk
Factors - Credit Suisse Securities (USA) LLC, an underwriter in this offering,
has an interest in the successful completion of this offering beyond the
underwriting discounts and commissions it will receive."

WE ANTICIPATE THAT AN INCREASING PORTION OF OUR REVENUES WILL DEPEND . . ., PAGE
12

14.  PLEASE DISCLOSE THE PORTION OF YOUR REVENUES THAT IS GENERATED BY YOUR
     ARRANGEMENTS WITH ORIGINAL EQUIPMENT MANUFACTURERS. WE NOTE YOUR DISCLOSURE
     OF THE PORTION OF YOUR REVENUES GENERATED BY YOUR ARRANGEMENTS WITH DELL.

The prospectus has been revised to include the requested disclosure.

15.  THE AGREEMENTS GOVERNING YOUR RELATIONSHIP WITH DELL REPRESENT 18 PERCENT
     OF YOUR REVENUES FOR THE NINE MONTHS ENDED DECEMBER 31, 2005. PLEASE FILE
     THE AGREEMENTS WITH DELL AND ANY OTHER CUSTOMERS THAT REPRESENT OVER 10
     PERCENT OF YOUR REVENUES AS EXHIBITS OR ADVISE WHY YOU ARE NOT REQUIRED TO
     FILE THESE EXHIBITS. PLEASE SEE ITEM 601(B)(10)(II)(B) OF REGULATION S-K.
     FURTHER, PLEASE DISCLOSE THE DURATION OF YOUR RELATIONSHIPS WITH YOUR
     SIGNIFICANT CUSTOMERS HERE OR ELSEWHERE IN YOUR PROSPECTUS, AS APPROPRIATE.



Securities and Exchange Commission
May 3, 2006
Page 6


CommVault has not filed the Dell agreements as exhibits because it does not
believe its arrangements with Dell are material contracts under Item 601(b)(10)
of Regulation S-K. Original equipment manufacturing and reseller agreements are
the type of agreements that ordinarily accompany the kind of business conducted
by CommVault and CommVault does not believe its business is substantially
dependent upon its arrangements with Dell such that disclosure of the agreements
is required pursuant to Item 601(b)(10)(ii)(B). As noted in the risk factors,
Dell is under no obligation to ship systems incorporating CommVault's software
applications and has no obligation to recommend or offer CommVault's software
applications exclusively or at all. There are no minimum sales requirements in
CommVault's agreements with Dell and Dell can terminate the relationship at any
time or can elect to stop selling CommVault's software without terminating the
agreements. See "Risk Factors - We anticipate that an increasing portion of our
revenues will depend on our arrangements with original equipment manufacturers
that have no obligation to sell our software applications, and the termination
or expiration of these arrangements or the failure of original equipment
manufacturers to sell our software applications would have a material adverse
effect on our future revenues and results of operations."

The original equipment manufacturers are not the customers. The end users to
whom the original equipment manufacturers sell the software are the customers.
CommVault believes that a discussion of the duration of its relationships with
its original equipment manufacturers in this risk factor is not material and
potentially misleading because, as discussed above, there are no minimum sales
requirements under the original equipment manufacturing agreements, such
agreements may be terminated at any time and any original equipment manufacturer
may elect to stop selling CommVault's software without terminating its agreement
with CommVault.

WE RELY ON INDIRECT SALES CHANNELS . . ., PAGE 14

16.  PLEASE IDENTIFY ANY RESELLERS THAT REPRESENT OVER 10 PERCENT OF YOUR
     REVENUES. AS SUGGESTED ABOVE, IT APPEARS YOU WOULD BE SUBSTANTIALLY
     DEPENDENT UPON ANY AGREEMENTS WITH SUCH RESELLERS AND THAT YOU WOULD NEED
     TO FILE THOSE EXHIBITS PURSUANT TO ITEM 601(B)(10)(II)(B) OF REGULATION
     S-K.

The prospectus has been revised to include the requested disclosure. Please note
the response to Comment 15 with respect to the reseller agreement with Dell.

SALES OF ONLY A FEW OF OUR SOFTWARE APPLICATIONS MAKE UP A SUBSTANTIAL PORTION .
.. ., PAGE 14

17.  PLEASE ELABORATE HERE AND ELSEWHERE IN YOUR PROSPECTUS SUCH AS IN
     MANAGEMENT'S DISCUSSION AND ANALYSIS AND BUSINESS, AS APPROPRIATE, WHAT
     SOFTWARE APPLICATIONS ARE MATERIAL TO YOUR BUSINESS AND THE PORTION OF YOUR
     REVENUES REPRESENTED BY SUCH APPLICATIONS.

The prospectus has been revised to include the requested disclosure.



Securities and Exchange Commission
May 3, 2006
Page 7


WE ENCOUNTER LONG SALES AND IMPLEMENTATION CYCLES . . ., PAGE 15

18.  PLEASE ELABORATE ON THE TYPICAL OR AVERAGE AMOUNT OF TIME INVOLVED IN YOUR
     SALES AND IMPLEMENTATION CYCLES.

CommVault does not track the requested information in sufficient detail to
provide meaningful disclosure. CommVault believes, based on anecdotal
observation, that typical sales cycles range from 30 days to over a year. The
length of a sales cycle varies significantly based on a number of factors, which
are disclosed in the prospectus. See "Risk Factors - We encounter long sales and
implementation cycles, particularly for our larger customers, which could have
an adverse effect on the size, timing and predictability of our revenues."

OUR SERVICES REVENUE PRODUCES LOWER GROSS MARGINS THAN OUR LICENSE REVENUE . .
.., PAGE 16

19.  PLEASE DETAIL IN THIS RISK FACTOR THE GROSS MARGIN OF YOUR SERVICES AND
     LICENSE REVENUES IN ORDER TO PROVIDE A CONTEXT FOR THE RISK BEING
     DISCUSSED.

The prospectus has been revised to include the requested disclosure.

WE CANNOT PREDICT OUR FUTURE CAPITAL NEEDS . . ., PAGE 20

20.  PLEASE DISCLOSE WHETHER YOU PRESENTLY HAVE ANY PLANS, PROPOSALS OR
     ARRANGEMENTS TO ACQUIRE A BUSINESS, TECHNOLOGY, PRODUCT OR SERVICE. IF SO,
     PLEASE DISCLOSE BY INCLUDING MATERIALLY COMPLETE DESCRIPTIONS OF THE FUTURE
     ACQUISITION HERE OR ELSEWHERE IN YOUR PROSPECTUS. IF NOT, PLEASE STATE THAT
     YOU HAVE NO SUCH PLANS, PROPOSALS, OR ARRANGEMENTS, WRITTEN OR OTHERWISE,
     AT THIS TIME.

The prospectus has been revised to include the requested disclosure.

APPROXIMATELY % OF OUR OUTSTANDING COMMON STOCK HAS BEEN DEPOSITED . . ., PAGE
23

21.  PLEASE ELABORATE HERE AND IN YOUR LATER DISCUSSION REGARDING THE VOTING
     TRUST ON HOW THE TRUSTEE DETERMINES WHETHER TO VOTE THE SHARES HELD IN
     TRUST. DOES THE VOTING TRUSTEE HAVE A CONTRACTUAL OBLIGATION TO SOLICIT THE
     VIEWS OF THE HOLDERS OF BENEFICIAL INTEREST IN THE TRUST? WE NOTE THAT IN
     CERTAIN ACTIONS THE EFFECT OF A NON-VOTE BY THE TRUSTEE WOULD BE THE
     EQUIVALENT OF A VOTE AGAINST THE MATTER.

The prospectus has been revised to include the requested disclosure.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW, PAGE 35

22.  WE NOTE YOUR DISCLOSURE REGARDING THE MANAGEMENT BUYOUT IN MAY 1996 FUNDED
     BY DONALDSON, LUFKIN & JENRETTE MERCHANT BANKING AND THE SPROUT GROUP. AS
     PROCEEDS FROM THIS OFFERING WILL BE USED TO SATISFY OBLIGATIONS FROM YOUR
     FINANCING



Securities and Exchange Commission
May 3, 2006
Page 8


     TRANSACTIONS, PLEASE INCLUDE A MATERIALLY COMPLETE DISCUSSION OF THE
     CURRENT FINANCING ARRANGEMENTS AND CONCISELY EXPLAIN HOW THEY RELATE TO THE
     BORROWINGS ASSOCIATED WITH THE BUYOUT. PLEASE ALSO PROVIDE A SUMMARY
     DISCUSSION WITH RESPECT TO THESE FINANCING TRANSACTIONS IN YOUR DISCUSSION
     ON PAGE 4 OF YOUR SUMMARY INCLUDING DISCLOSURE OF THE AMOUNT INVESTED FOR
     THE SERIES A, B, C, D AND E PREFERRED STOCK.

CommVault financed the management buyout in May 1996 solely through the private
placement of its Series A preferred stock. CommVault issued approximately $30.7
million of Series A preferred stock of which approximately $25 million was paid
to Lucent in connection with the buyout. There were no borrowings associated
with the transaction. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

23.  MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD INCLUDE DISCLOSURE BASED ON
     CURRENTLY KNOWN TRENDS, EVENTS AND UNCERTAINTIES THAT ARE REASONABLY
     EXPECTED TO HAVE MATERIAL EFFECTS UPON YOU. IN THIS REGARD, WE NOTE YOUR
     DISCUSSION IN RISK FACTORS REGARDING THE RISK OF INCREASING SERVICES
     REVENUE AND ITS EFFECT ON YOUR GROSS MARGINS AS WELL AS THE FACT THAT A FEW
     SOFTWARE APPLICATIONS MAKE UP A SIGNIFICANT PORTION OF YOUR REVENUES.
     PLEASE DISCUSS ANY KNOWN MATERIAL TRENDS RELATING TO THE GROWTH OF YOUR
     SERVICES REVENUE. PLEASE ALSO DISCUSS WHEN THE SIGNIFICANT SOFTWARE
     APPLICATIONS ARE SUBJECT TO OBSOLESCENCE AND ANY PLANS TO UPDATE SUCH
     APPLICATIONS, IF NECESSARY. PLEASE QUANTIFY THE EXPECTED EFFECTS OF THESE
     AND OTHER KNOWN, MATERIAL TRENDS, EVENTS AND UNCERTAINTIES ON YOUR FUTURE
     RESULTS TO THE EXTENT POSSIBLE. PLEASE SEE SECTION III.B.3 OF RELEASE NO.
     33-8350 FOR ADDITIONAL GUIDANCE.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - History and Background, -Sources of Revenues, and - Results of
Operations."

24.  PLEASE DISCUSS THE PORTIONS OF YOUR REVENUES ATTRIBUTABLE TO DIRECT AND
     INDIRECT SALES AND WHETHER YOU HAVE ANY PLANS TO FOCUS GROWTH AND
     DEVELOPMENT ON ONE AS OPPOSED TO THE OTHER.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Sources of Revenues."

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE 36

25.  AS PRESENTED, THE CRITICAL ACCOUNTING POLICY FOR REVENUE RECOGNITION IS A
     RESTATEMENT OF THE POLICY IN THE NOTES TO THE FINANCIAL STATEMENTS AND DOES
     NOT SERVE AS A SUPPLEMENT TO THE NOTES OF THE FINANCIAL STATEMENTS. THE
     CRITICAL ACCOUNTING POLICY



Securities and Exchange Commission
May 3, 2006
Page 9


     FOR REVENUE RECOGNITION SHOULD DESCRIBE HOW ESTIMATES AND RELATED
     ASSUMPTIONS WERE DERIVED, HOW ACCURATE THE ESTIMATES AND ASSUMPTIONS HAVE
     BEEN IN THE PAST, AND WHETHER THE ESTIMATES AND ASSUMPTIONS ARE REASONABLY
     LIKELY TO CHANGE IN THE FUTURE. YOU SHOULD PROVIDE QUANTITATIVE AS WELL AS
     QUALITATIVE INFORMATION WHEN INFORMATION IS REASONABLY AVAILABLE. SEE
     RELEASE NO. 33-8350 AND REVISE AS APPROPRIATE.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Policies - Revenue Recognition."

STOCK-BASED COMPENSATION, PAGE 37

26.  PLEASE TELL US IF YOU CONSIDERED THE GUIDANCE PROVIDED BY THE AICPA
     PRACTICE AID "VALUATION OF PRIVATELY-HELD-COMPANY EQUITY SECURITIES ISSUED
     AS COMPENSATION" TO DETERMINE THE FAIR VALUE OF YOUR COMMON STOCK FOR ALL
     OPTIONS.

CommVault considered the guidance provided by the AICPA Practice Aid "Valuation
of Privately-Held-Company Equity Securities Issued as Compensation" and believes
its internal valuation model contains many of the concepts included in the AICPA
Practice Aid such as direct comparison to similar enterprises, consideration of
a marketability discount and the evaluation of the preferential rights
associated with preferred stockholders. CommVault concluded that its internal
valuation model, which is built upon revenue and earnings multiples of a
comparable group of public data storage/management software companies, serves as
a reasonable basis for establishing the fair market value of its common stock.

27.  WE NOTE THAT YOU DID NOT OBTAIN A CONTEMPORANEOUS VALUATION BY AN UNRELATED
     SPECIALIST BECAUSE YOU BELIEVE THAT YOUR INTERNAL VALUATION WAS SUFFICIENT.
     WE FURTHER NOTE THAT YOU BASED THE VALUATION ON REVENUES OR EARNINGS
     MULTIPLES OF COMPARABLE COMPANIES AND APPLIED A DISCOUNT. PLEASE REVISE TO
     ADDRESS THE FOLLOWING:

     -    DISCUSS EACH SIGNIFICANT FACTOR CONTRIBUTING TO THE DIFFERENCE BETWEEN
          THE FAIR VALUE AS OF THE DATE OF EACH GRANT AND THE ESTIMATED OFFERING
          PRICE; AND

     -    COMPLETE YOUR DISCLOSURE ON THE INTRINSIC VALUE OF OUTSTANDING VESTED
          AND UNVESTED OPTIONS BASED ON THE ESTIMATED OFFERING PRICE AND THE
          OPTIONS OUTSTANDING AS OF THE MOST RECENT BALANCE SHEET DATE PRESENTED
          IN THE REGISTRATION STATEMENT.

     REFER TO DISCLOSURE GUIDANCE IN PARAGRAPHS 180-182 OF THE AICPA PRACTICE
     AID.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Critical Accounting Policies - Stock-Based Compensation." For
additional information regarding CommVault's



Securities and Exchange Commission
May 3, 2006
Page 10


valuation process and methodology, please see the response to Comment 62 and the
supplemental materials referenced therein.

RESULTS OF OPERATIONS, PAGE 39

28.  PLEASE QUANTIFY THE IMPACT OF EACH IDENTIFIED SOURCE FOR MATERIAL CHANGES
     FROM PERIOD TO PERIOD IN LINE ITEMS OF YOUR FINANCIAL STATEMENTS. FOR
     EXAMPLE, YOU ATTRIBUTE THE INCREASE IN YOUR COST OF SERVICES REVENUE AND
     SALES AND MARKETING EXPENSE FOR THE PERIODS YOU HAVE COMPARED TO VARIOUS
     SOURCES WITHOUT QUANTIFYING THE IMPACT OF EACH SOURCE. AS DISCLOSED, YOUR
     SALES AND MARKETING EXPENSE FOR THE NINE MONTHS ENDED DECEMBER 31, 2005
     INCREASED $5.7 MILLION AS A RESULT OF "HIGHER HEADCOUNT AND INCREASED
     COMMISSION EXPENSE." TO THE EXTENT MATERIAL, DISCUSS HOW MUCH EACH SOURCE
     CONTRIBUTED TO THE $5.7 MILLION INCREASE. PLEASE ALSO DETAIL IN
     QUANTITATIVE TERMS ANY MATERIAL CHANGES IN THE PRICES FOR SOFTWARE AND
     SERVICES OVER THE THREE-YEAR PERIOD AND THE EXTENT TO WHICH PRICE CHANGES
     AS OPPOSED TO VOLUME CHANGES AFFECTED REVENUE FLUCTUATIONS. PLEASE REVIEW
     YOUR DISCLOSURE IN LIGHT OF THIS COMMENT AND REVISE AS APPROPRIATE.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations." CommVault has not experienced significant
price changes during the periods presented. Therefore, CommVault has elected to
exclude this data point from the disclosure as it had no material impact on the
growth in revenues.

NINE MONTHS ENDED DECEMBER 31, 2005 . . ., PAGE 29

29.  WE NOTE YOUR STATEMENT UNDER YOUR SOFTWARE REVENUE DISCUSSION THAT THE
     INCREASE IN SUCH REVENUE WAS "PRIMARILY THE RESULT OF [Y]OUR ADDITION OF
     NEW CUSTOMERS, BROADER ACCEPTANCE OF [Y]OUR SOFTWARE APPLICATIONS AND
     INCREASED SALES THROUGH [Y]OUR DIRECT CHANNELS AND BY [Y]OUR RESELLERS AND
     ORIGINAL EQUIPMENT MANUFACTURERS." YOU HAVE PROVIDED THE SAME EXPLANATION
     WITH RESPECT TO THE OTHER PERIODS YOU ARE COMPARING. PLEASE PROVIDE A
     MATERIALLY COMPLETE AND SPECIFIC DISCUSSION EXPLAINING THE CHANGE FOR EACH
     PERIOD. FOR EXAMPLE, PLEASE DETAIL WHETHER THE GROWTH IN REVENUES RESULTED
     FROM DIRECT OR INDIRECT SALES AND THE CAUSE FOR SUCH GROWTH. WE NOTE
     SIMILAR NONSPECIFIC DISCLOSURE WITH RESPECT TO OTHER LINE ITEM DISCUSSIONS.
     PLEASE REVIEW YOUR DISCLOSURE IN LIGHT OF THIS COMMENT AND REVISE AS
     APPROPRIATE. PLEASE ALSO NOTE OUR COMMENT ABOVE REGARDING NECESSARY
     DISCLOSURE FOR ANY KNOWN MATERIAL TRENDS.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Results of Operations."



Securities and Exchange Commission
May 3, 2006
Page 11


LIQUIDITY AND CAPITAL RESOURCES, PAGE 43

30.  IN QUANTITATIVE TERMS, PLEASE BRIEFLY DISCUSS THE MATERIAL COVENANTS YOU
     WILL BE SUBJECT TO UNDER YOUR TERM LOAN. PLEASE ALSO PROVIDE RISK FACTOR
     DISCUSSION REGARDING THE FACT THAT ALL OF YOUR ASSETS SERVE AS SECURITY FOR
     YOUR TERM LOAN.

The prospectus has been revised to include the requested disclosure. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources." The prospectus also has been
revised to include the requested risk factor disclosure. See "Risk Factors -
Substantially all of our assets will be pledged as collateral to secure our term
loan."

BUSINESS

PRODUCTS, PAGE 53

31.  PLEASE RECONCILE YOUR STATEMENT THAT EACH APPLICATION CAN BE USED
     INDIVIDUALLY WITH YOUR DISCLOSURE ON PAGE 54 THAT THE DATA CLASSIFICATION
     CAN ONLY BE USED IN COMBINATION WITH YOUR OTHER PRODUCTS. WE ALSO NOTE THAT
     QNET COLLECTS INFORMATION FROM YOUR DATA MANAGEMENT APPLICATIONS SUGGESTING
     THAT YOUR OTHER APPLICATIONS ARE NECESSARY FOR THE FUNCTIONALITY OF QNET.

The prospectus has been revised as requested.

32.  PLEASE PROVIDE US SUPPORTING DOCUMENTATION FOR EACH AWARD YOU HAVE
     DISCLOSED. ENSURE THAT YOUR DISCLOSURE CONVEYS THE BASIS ON WHICH THE AWARD
     WAS PROVIDED AND THE SIGNIFICANCE TO YOU AND TO INVESTORS OF THE AWARD.

The requested documentation is located behind Tab C in the binder of
supplemental materials accompanying this filing. The prospectus has been revised
as requested.

CUSTOMERS, PAGE 56

33.  WE NOTE YOUR DISCLOSURE REGARDING THE PORTION OF YOUR REVENUES FOR THE NINE
     MONTHS ENDED DECEMBER 31, 2005 ATTRIBUTABLE TO DELL AND THE U.S.
     GOVERNMENT. PLEASE PROVIDE SIMILAR DISCLOSURE WITH RESPECT TO THE YEAR
     ENDED MARCH 31, 2005.

The prospectus has been revised to include the requested disclosure. See
"Business - Customers."



Securities and Exchange Commission
May 3, 2006
Page 12


INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, PAGE 59

34.  WE NOTE YOUR DISCUSSION OF CERTAIN THIRD-PARTY SOFTWARE OR TECHNOLOGY USED
     IN OR RESOLD WITH YOUR APPLICATIONS. PLEASE ELABORATE ON WHETHER ANY
     THIRD-PARTY SOFTWARE OR TECHNOLOGY IS MATERIAL TO YOUR SOFTWARE
     APPLICATIONS. IF SO, ANY AGREEMENTS THAT ENCOMPASS SUCH THIRD-PARTY
     SOFTWARE OR TECHNOLOGY MAY NEED TO BE FILED AS EXHIBITS TO THE REGISTRATION
     STATEMENT. PLEASE REFER TO ITEM 601 (B)(10)(II)(B) OF REGULATION S-K FOR
     ADDITIONAL GUIDANCE.

CommVault does not believe any third-party software, hardware or technology is
material to its software applications. Each of CommVault's software applications
could be reprogrammed to run on and with any industry standard software and
hardware.

FACILITIES, PAGE 60

35.  PLEASE FILE YOUR LEASE FOR YOUR OCEANPORT, NEW JERSEY FACILITY PURSUANT TO
     ITEM 601(B)(10)(II)(D) OF REGULATION S-K.

The property leased in Oceanport, New Jersey is nondescript office property.
Neither the location or lease is material to CommVault's business and,
accordingly, CommVault does not consider the lease to be a material contract
under Item 601(b)(10)(ii)(D) of Regulation S-K.

MANAGEMENT, PAGE 61

36.  PLEASE PROVIDE DISCLOSURE PURSUANT TO ITEM 402(J) OF REGULATION S-K.

CommVault has identified the members of the compensation committee in footnote
three to the Directors and Executive Officers table. See "Management - Directors
and Executive Officers." CommVault does not have any additional disclosure to
make pursuant to Item 402(j) of Regulation S-K. In accordance with
Interpretation J.25 of the Staff's July 1997 Manual of Publicly Available
Telephone Interpretations, CommVault has therefore omitted the Item 402(j)
caption.

STOCK OPTION GRANTS IN LAST FISCAL YEAR, PAGE 67

37.  WE NOTE THAT YOU HAVE NO EXISTING TRADING MARKET FOR YOUR SHARES. WITH
     RESPECT TO CALCULATING YOUR POTENTIAL REALIZABLE VALUES, PLEASE SEE
     INSTRUCTION 7 TO ITEM 402(C) OF REGULATION S-K. PLEASE ALSO SEE RELEASE NO.
     33-7009 AND INTERPRETATIONS J.16 AND 17 OF OUR JULY 1997 MANUAL OF PUBLICLY
     AVAILABLE TELEPHONE INTERPRETATIONS. PLEASE EITHER USE THE MIDPOINT OF YOUR
     OFFERING PRICE RANGE UNTIL YOUR INITIAL PUBLIC OFFERING PRICE IS DETERMINED
     OR DISCUSS IN A FOOTNOTE THE VALUATION METHOD AND ASSUMPTIONS USED IN
     DETERMINING THE FAIR MARKET VALUE OF THE OPTIONS.

The prospectus will be revised to include the requested information prior to
circulation of a preliminary prospectus. For additional information regarding
CommVault's valuation process



Securities and Exchange Commission
May 3, 2006
Page 13


and methodology, please see the response to Comment 62 and the supplemental
materials referenced therein.

THE CONCURRENT PRIVATE PLACEMENT, PAGE 71

38.  PLEASE ELABORATE ON THE PREEMPTIVE RIGHTS THAT HAVE ARISEN AS A RESULT OF
     THE OFFERING SUCH AS THE TERMS OF SUCH RIGHTS AND WHETHER SUCH RIGHTS ARE
     PROVIDED FOR BY CONTRACTUAL ARRANGEMENT OR ARE SET FORTH IN YOUR CHARTER
     AND FILE SUCH AGREEMENT AS AN EXHIBIT TO YOUR REGISTRATION STATEMENT.
     PLEASE ALSO DETAIL TO WHOM SUCH RIGHTS ACCRUED TO, WHETHER ANYONE DECLINED
     TO EXERCISE THEIR RIGHTS AND WHETHER THOSE THAT HAVE EXERCISED THEIR RIGHT
     DID SO FOR THEIR PROPORTIONATE SHARE OR MORE. FURTHER, EXPLAIN THE BASIS
     FOR THE TERMINATION OF THE PREEMPTIVE RIGHTS UPON THE CLOSING OF THE
     OFFERING.

The prospectus has been revised to include the requested disclosure.

39.  PLEASE DISCLOSE THE BASIS FOR YOUR RELIANCE ON SECTION 4(2) OF THE
     SECURITIES ACT FOR THE CONCURRENT PRIVATE PLACEMENT.

Please see the response to Comment 12 regarding the basis of CommVault's
reliance on Section 4(2). CommVault does not believe this information is
material to investors and, accordingly, does not believe adding the extraneous
disclosure to the Registration Statement is necessary or advisable.

PRINCIPAL AND SELLING STOCKHOLDERS, PAGE 72

40.  PLEASE ADVISE US WHO THE SELLING STOCKHOLDERS IN THE OFFERING WILL BE
     UNLESS OTHERWISE DISCLOSED IN YOUR AMENDMENT.

The prospectus will be revised to include the requested information prior to
circulation of a preliminary prospectus.

41.  PLEASE DISCLOSE THE INDIVIDUAL OR INDIVIDUALS WHO EXERCISE THE VOTING
     AND/OR DISPOSITIVE POWERS WITH RESPECT TO THE SECURITIES TO BE OFFERED FOR
     RESALE BY YOUR SELLING STOCKHOLDERS THAT ARE ENTITIES. PLEASE SEE
     INTERPRETATION I.60 OF OUR JULY 1997 MANUAL OF PUBLICLY AVAILABLE TELEPHONE
     INTERPRETATIONS AND INTERPRETATION 4S OF THE REGULATION S-K PORTION OF THE
     MARCH 1999 SUPPLEMENT TO OUR JULY 1997 MANUAL OF PUBLICLY AVAILABLE
     TELEPHONE INTERPRETATIONS.

The prospectus will be revised to include the requested information prior to
circulation of a preliminary prospectus.

42.  PLEASE CONFIRM WHETHER ANY SELLING STOCKHOLDER IS A REGISTERED
     BROKER-DEALER. PLEASE ALSO DISCLOSE WHETHER ANY SELLING STOCKHOLDER IS AN
     AFFILIATE OF A REGISTERED BROKER-DEALER. IF A SELLING STOCKHOLDER IS AN
     AFFILIATE OF A REGISTERED BROKER-DEALER, PLEASE



Securities and Exchange Commission
May 3, 2006
Page 14


     EXPAND THE PROSPECTUS TO INDICATE WHETHER SUCH SELLING STOCKHOLDER ACQUIRED
     THE SECURITIES TO BE RESOLD IN THE ORDINARY COURSE OF BUSINESS. ALSO
     INDICATE WHETHER AT THE TIME OF THE ACQUISITION SUCH SELLING STOCKHOLDER
     HAD ANY AGREEMENTS, UNDERSTANDINGS OR ARRANGEMENTS WITH ANY OTHER PERSONS,
     EITHER DIRECTLY OR INDIRECTLY, TO DISPOSE OF THE SECURITIES.

The prospectus will be revised to include the requested information prior to
circulation of a preliminary prospectus.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, PAGE 75

43.  THE SECOND AND THIRD BULLETED DISCLOSURE REGARDING THE SERIES BB AND CC
     PREFERRED STOCK INVESTMENTS OF RBC CAPITAL AND C.E. UNTERBERG, TOWBIN DO
     NOT APPEAR APPLICABLE UNDER YOUR DISCUSSION OF THE RELATED PARTY INTERESTS
     IN THE SERIES A, B, C, D AND E PREFERRED STOCK. PLEASE CLARIFY YOUR
     DISCLOSURE TO CLEARLY AND SEPARATELY DISCUSS EACH RELATIONSHIP OR
     TRANSACTION REQUIRED TO BE DISCLOSED PURSUANT TO ITEM 404 OF REGULATION S-K
     AND CONSIDER THE USE OF HEADINGS TO HIGHLIGHT EACH DISTINCT RELATIONSHIP OR
     TRANSACTION.

The prospectus has been revised by removing the disclosure that appeared in the
second and third bullets.

44.  PLEASE FILE THE AGREEMENT(S) GOVERNING THE AMOUNTS OWED WITH RESPECT TO THE
     SERIES A, B, C, D AND E PREFERRED STOCK AND THE AGREEMENTS RELATING TO YOUR
     CONCURRENT PRIVATE PLACEMENT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K.

The provisions relating to the amounts owed with respect to the Series A, B, C,
D and E preferred stock are contained in CommVault's current Certificate of
Incorporation, which has been filed as an exhibit to the Registration Statement.
The agreements relating to the concurrent private placement do not come within
any of the subparagraphs of Item 601(b)(10) of Regulation S-K and are therefore
not required to be filed as exhibits to the Registration Statement.

DESCRIPTION OF CAPITAL STOCK

VOTING TRUST AGREEMENT, PAGE 77

45.  PLEASE BRIEFLY EXPLAIN THE REASON FOR ENTERING INTO THE VOTING TRUST
     AGREEMENT.

The prospectus has been revised to include the requested disclosure.

46.  PLEASE ELABORATE ON WHAT CONSTITUTES AN ELIGIBLE TRANSFER UNDER THE VOTING
     TRUST AGREEMENT.

The prospectus has been revised to include the requested disclosure.


Securities and Exchange Commission
May 3, 2006
Page 15


47.  PLEASE DISCLOSE THE AFFILIATE POSSESSING THE RIGHT TO ELECT FOR THE
     TERMINATION OF THE VOTING TRUST AGREEMENT AND THE BASIS FOR PROVIDING THIS
     AFFILIATE WITH SUCH RIGHT. PLEASE ALSO DISCLOSE THE REQUIREMENTS NECESSARY
     TO BE SATISFIED PRIOR TO TERMINATION BY ELECTION AND CLARIFY WHETHER SUCH
     REQUIREMENTS ALSO APPLY TO THE AFFILIATE ELECTION.

The prospectus has been revised to include the requested disclosure.

REGISTRATION RIGHTS, PAGE 78

48.  PLEASE CLARIFY WHETHER THE REGISTRATION RIGHTS AGREEMENTS YOU DISCUSS HERE
     HAVE BEEN MADE IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT YOU
     INTEND TO FILE AS AN EXHIBIT.

The agreements regarding registration rights are contained in the Registration
Rights Agreements filed as exhibits to the Registration Statement.

SHARES ELIGIBLE FOR FUTURE SALE, PAGE 82

49.  HERE OR ELSEWHERE, AS APPROPRIATE, PLEASE DISCLOSE THE CIRCUMSTANCES UNDER
     WHICH CREDIT SUISSE AND GOLDMAN SACHS WILL EITHER SHORTEN OR WAIVE THE
     LOCK-UP ARRANGEMENTS WITH RESPECT TO (1) YOU AND (2) YOUR OFFICERS,
     DIRECTORS AND CURRENT STOCKHOLDERS.

The prospectus has been revised to include the requested disclosure.

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION, PAGE F-9

50.  WE NOTE YOUR DISCLOSURE WHERE YOU STATE "TO DETERMINE THE PRICE FOR THE
     CUSTOMER SUPPORT ELEMENT WHEN SOLD SEPARATELY, THE COMPANY USES HISTORICAL
     RENEWAL RATES...." EXPLAIN WHAT YOU MEAN BY HISTORICAL RENEWAL RATES AND
     EXPLAIN HOW YOU USE SUCH RATES TO ESTABLISH VSOE. ALSO, ADDRESS THE ISSUE
     THAT IF THE HISTORICAL RENEWAL RATES VARY FROM CUSTOMER TO CUSTOMER, HOW
     YOU CAN REASONABLY ESTIMATE FAIR VALUE. SEE PARAGRAPH 10 OF SOP 97-2.

The prospectus has been revised to include the requested disclosure. See
"Consolidated Financial Statements - Note 2. Summary of Significant Account
Policies - Revenue Recognition."

51.  WE FURTHER NOTE THAT VSOE FOR CONSULTING, ASSESSMENT AND DESIGN SERVICES
     AND INSTALLATION SERVICES ARE BASED UPON A "DAILY OR WEEKLY RATE." EXPLAIN
     WHAT YOU MEAN BY THIS DISCLOSURE. CONSIDERING YOU ARE USING A "DAILY OR
     WEEKLY RATE" FOR VSOE ON SERVICES, EXPLAIN HOW OFTEN YOUR SERVICE RATES
     CHANGE. HOW MUCH TIME



Securities and Exchange Commission
May 3, 2006
Page 16


     LAPSES FROM THE POINT YOU ESTABLISH VSOE FOR SERVICES TO THE POINT THE
     SERVICES ARE ACTUALLY PERFORMED? ARE THE RATES SUBJECT TO CHANGE DURING
     THIS PERIOD? TELL US HOW YOU CONSIDERED THE GUIDANCE IN PARAGRAPH 10 OF SOP
     97-2 IN CONCLUDING THAT YOU CAN REASONABLY ESTABLISH VSOE FOR SUCH
     SERVICES.

The prospectus has been revised to include the requested disclosure. See
"Consolidated Financial Statements - Note 2. Summary of Significant Account
Policies - Revenue Recognition." CommVault considered paragraph 10 of SOP 97-2
in concluding that it can reasonably establish VSOE for consulting, assessment
and design services and installation services. The fair value for such other
professional services is determined based on the price charged when the same
services are sold separately. Based on its analysis of such other professional
services transactions sold on a stand-alone basis, CommVault has concluded that
it has established VSOE for such other professional services when sold in
connection with a multiple-element software arrangement.

52.  TELL US AND DISCLOSE IF YOU OFFER YOUR RESELLERS, OEMS OR ANY OF YOUR
     CUSTOMERS RETURN RIGHTS OR OTHER RIGHTS AND WARRANTIES. IF SO, TELL US HOW
     YOUR REVENUE RECOGNITION POLICY COMPLIES WITH PARAGRAPH 6 OF SFAS 48.

CommVault sells its software products to customers with a standard 90-day
limited warranty for product defects. See "Consolidated Financial Statements -
Note 6. Commitments and Contingencies." Under the terms of the limited warranty,
CommVault may, at its option, repair or replace the defective software product
or return the amount paid by the customer. Customer claims related to the
CommVault's limited warranty for product defects historically have been de
minimus.

CommVault generally does not permit returns of software product and, to date,
returns have been de minimus. As a result, CommVault does not consider necessary
any additional disclosure on return rights or other rights and warranties.

53.  TELL US ABOUT THE PAYMENT TERMS YOU OFFER TO YOUR CUSTOMERS AND WHAT YOU
     BELIEVE YOUR NORMAL PAYMENT TERMS ARE. TELL US HOW YOU RECOGNIZE REVENUE ON
     CONTRACTS THAT INVOLVE EXTENDED PAYMENT TERMS. NOTE THAT EXTENDED PAYMENT
     TERMS MAY INCLUDE PERIODS LESS THAN ONE YEAR, PARTICULARLY IF THE USE OF
     THE EXTENDED PAYMENT TERMS IS NOT YOUR CUSTOMARY PRACTICE. REFER TO
     PARAGRAPHS 27 THROUGH 31 OF SOP 97-2.

CommVault's normal payment terms are net 30 days. In limited situations,
CommVault will provide payment terms of up to net 90 days. CommVault does not
offer extended payment terms and its payment terms do not extend over a
substantial portion of the period during which the customer is expected to use
or market the related products. As a result, CommVault has concluded, in
accordance with paragraphs 27 through 31 of SOP 97-2, that the fees customers
pay for software and services is fixed or determinable at the inception of an
arrangement.



Securities and Exchange Commission
May 3, 2006
Page 17


NET INCOME (LOSS) ATTRIBUTED TO COMMON STOCKHOLDER PER SHARE, PAGE F-11

54.  WE NOTE THAT YOU HAVE REDEEMABLE CONVERTIBLE PREFERRED STOCK. TELL US HOW
     YOU CONSIDERED EITF 03-06 IN DETERMINING WHETHER YOUR PREFERRED STOCK
     (SERIES A THROUGH E AND SERIES AA, BB AND CC) SHOULD BE CONSIDERED A
     PARTICIPATING SECURITY FOR THE PURPOSE OF COMPUTING EARNINGS PER SHARE.

CommVault has determined that shares of the Series A, B, C, D and E preferred
stock and shares of the Series AA, BB and CC preferred stock are participating
securities due to their participation rights related to cash dividends declared
to the common stockholders. The prospectus has been revised to calculate
earnings per share in accordance with the provisions of EITF 03-06.

55.  WE NOTE THAT STOCK OPTIONS AND WARRANTS EXERCISABLE FOR 2,030,000 AND
     4,615,000 SHARES OF COMMON STOCK, RESPECTIVELY, WERE EXCLUDED FROM YOUR
     COMPUTATION OF DILUTED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS PER
     SHARE AT DECEMBER 31, 2005 AS THEIR EXERCISE PRICES EXCEEDED THE AVERAGE
     MARKET PRICE OF YOUR COMMON STOCK. TELL US THE "MARKET PRICE" OF YOUR
     COMMON STOCK AT DECEMBER 31, 2005 AND TELL US HOW YOU DETERMINED SUCH VALUE
     FOR PURPOSES OF YOUR COMPUTATION OF DILUTED EARNINGS PER SHARE.

CommVault did not calculate the fair market value of its Common Stock as of
December 31, 2005. The two closest dates a valuation was performed was on
November 3, 2005 and January 26, 2006, and the fair market value of its common
stock was $3.35 per share and $5.60 per share, respectively, on such dates. For
a discussion of the methodology used to determine the fair market value of the
common stock, see "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Critical Accounting Policies." For additional
information regarding CommVault's valuation process and methodology, please see
the response to Comment 62 and the supplemental materials referenced therein.

NOTE 7. CUMULATIVE REDEEMABLE CONVERTIBLE PREFERRED STOCK: SERIES A THROUGH E,
PAGE F-18

56.  TELL US HOW YOU CONSIDERED WHETHER THE CONVERSION RIGHT IN THE SERIES A
     THROUGH E PREFERRED STOCK REPRESENTS AN EMBEDDED DERIVATIVE. IN THIS
     REGARD, TELL US HOW YOU CONSIDERED THE CRITERIA IN PARAGRAPHS 12(A) - 12(C)
     OF SFAS 133 AND SPECIFICALLY TELL US HOW YOU APPLIED THE GUIDANCE IN
     PARAGRAPH 61(L) IN YOUR ANALYSIS. IF THE INSTRUMENT MEETS THE DEFINITION OF
     AN EMBEDDED DERIVATIVE, THAT DERIVATIVE MUST BE ANALYZED TO DETERMINE
     WHETHER IT IS AN EQUITY INSTRUMENT OR A LIABILITY. THEREFORE, INCLUDE IN
     YOUR RESPONSE YOUR ANALYSIS OF EITF 00-19 PARAGRAPHS 12 TO 32, AS
     NECESSARY. WE REFER YOU TO SECTION II.B OF OUR WEBSITE AT
     HTTP://WWW.SEC.GOV/DIVISIONS/CORPFIN/ACCTDIS120105.PDF FOR GUIDANCE.

The conversion right (which may be described more accurately as an embedded
warrant because a holder would essentially receive its invested amount, plus
dividends, plus common shares on



Securities and Exchange Commission
May 3, 2006
Page 18


"conversion") in the Series A, B, C, D and E preferred stock represents a
feature to be evaluated as an embedded derivative. In considering the criteria
in paragraphs 12(a) - 12(c) of SFAS 133, CommVault determined that such an
embedded derivative should not be bifurcated from the preferred stock (the "host
instrument") because the economic characteristics and risks of the embedded
derivative (an equity derivative) are clearly and closely related to the
economic characteristics and risks of the host instrument (an equity-like host).
In order to determine if the economic characteristics and risks of the embedded
derivative are closely related to the host instrument, CommVault considered the
guidance in paragraph 61(l) of SFAS 133. Per paragraph 61(l) of SFAS 133, a
typical cumulative fixed-rate preferred stock that has a mandatory redemption
feature is more akin to debt, whereas cumulative participating perpetual
preferred stock is more akin to an equity instrument. CommVault believes these
examples in SFAS 133 provide two ends of a continuum. CommVault's Series A, B,
C, D and E preferred stock is neither a typical cumulative fixed-rate preferred
stock nor a cumulative participating perpetual preferred stock. CommVault's
Series A, B, C, D and E convertible preferred stock is contingently redeemable,
not mandatorily redeemable. CommVault believes the Series A, B, C, D and E
convertible preferred stock is more akin to equity due to the following
features:

     -    The Series A, B, C, D and E convertible preferred stock does not have
          a mandatory redemption feature. Prior to a qualified initial public
          offering, any election by the holders of such preferred stock to
          convert shares into common stock and receive a cash payment of $14.85
          per share plus the aggregate amount of unpaid dividends requires the
          approval of a majority of the Series AA and CC preferred stock, each
          voting as a separate class. A majority of the holders of the Series AA
          and CC preferred stock are not the same majority of the holders of the
          Series A, B, C, D and E preferred stock.

     -    Holders of shares of Series A, B, C, D and E preferred stock are
          entitled to participate in dividends with common stockholders if a
          cash dividend in excess of $1.788 per share of common stock is
          declared.

In the absence of additional guidance by the FASB, CommVault believes the key
determinant in evaluating the nature of the host instrument is the absence of a
mandatory redemption feature. As there can be many different dividend
arrangements for equity instruments and many different interest arrangements for
debt instruments, it would appear that a "maturity" feature is the one feature
most consistently associated with debt. CommVault also notes that mandatory
redemption was also a deciding factor in the classification of certain
instruments as liabilities under SFAS 150.

As the host instrument is considered equity-like, and the conversion feature
results in holding equity shares, the conversion of equity into equity is
clearly and closely related and, accordingly, bifurcation is not required as
discussed initially above. However, for the Staff's benefit, CommVault has
supplementally analyzed paragraphs 12 to 32 of EITF 00-19 and concluded that, if
analyzed as if freestanding, the embedded derivative would be classified as
equity and thus eligible for the exception in paragraph 11a of SFAS 133.



Securities and Exchange Commission
May 3, 2006
Page 19


In summary, based on the facts set forth above and CommVault's analysis of
Section II.B of the SEC's Current Accounting and Disclosure Issues in the
Division of Corporation Finance, CommVault concluded that the host instrument is
more akin to equity and the embedded derivative should not be bifurcated from
the host instrument. CommVault has classified the instrument in the mezzanine
section of the balance sheet in deference to ASR 268 and EITF Topic D-98.

57.  IF YOU DETERMINE, BASED ON YOUR ANALYSIS, THAT THE EMBEDDED CONVERSION
     FEATURE SHOULD NOT BE BIFURCATED, THEN TELL US HOW YOU CONSIDERED EITF 98-5
     AND EITF 00-27 IN DETERMINING WHETHER SUCH INSTRUMENTS INCLUDED A
     BENEFICIAL CONVERSION FEATURE.

At the time of issuance, CommVault analyzed the terms of the Series A, B, C, D
and E preferred stock to determine if they included a beneficial conversion
feature in accordance with EITF 98-5. As noted in CommVault's disclosure, the
Series A, B, C, D and E preferred stock converts to common shares on a 4 to 1
basis, subject to adjustment, upon a liquidation event or qualified initial
public offering of CommVault's stock. However, since the shares of Series A, B,
C, D and E preferred stock were issued when the underlying common stock was
worthless, CommVault determined that any value ascribed to the beneficial
conversion feature was de minimus. CommVault based this conclusion on the
following circumstances that existed during the period of issuance (May 1996
through March 1999) of the Series A, B, C, D and E preferred stock:

     -    Substantially all of the proceeds raised from the Series A preferred
          stock in May 1996 were used to finance CommVault's buy-out from
          Lucent.

     -    CommVault accumulated net losses of $43,569,902 during this period.

     -    CommVault was required to continue to raise additional cash (i.e., the
          Series B, C, D and E preferred stock) to cover its operating expenses
          and fund the development of its products.

     -    CommVault did not generate enough cash to repay the holders of such
          preferred stock upon conversion the required $14.85 per share plus
          accrued dividends and unpaid dividends of $1.788 per share per year.

     -    Upon a liquidation event, the preferential rights of the Series A, B,
          C, D and E preferred stock would have prohibited the common
          stockholders from receiving any value for its common shares.

As a result, the value to the of the beneficial conversion feature as well as
the value of the underlying common stock during the period of issuance of the
Series A, B, C, D and E was de minimus.



Securities and Exchange Commission
May 3, 2006
Page 20


NOTE 8. STOCKHOLDERS' DEFICIT, PAGE F-18

58.  TELL US HOW YOU CONSIDERED WHETHER THE CONVERSION FEATURES IN THE SERIES
     AA, BB AND CC PREFERRED STOCK REPRESENT AN EMBEDDED DERIVATIVE. IN THIS
     REGARD, TELL US HOW YOU CONSIDERED THE CRITERIA IN PARAGRAPHS 12(A) - 12(C)
     OF SFAS 133 AND SPECIFICALLY TELL US HOW YOU APPLIED THE GUIDANCE IN
     PARAGRAPH 61(L) IN YOUR ANALYSIS. ALSO, TELL US HOW YOU CONSIDERED THE
     SCOPE EXCEPTION OF PARAGRAPH 11(A) OF SFAS 133 IN YOUR ANALYSIS.
     SPECIFICALLY, WE NOTE THAT THESE ISSUANCES ARE SUBJECT TO ANTI-DILUTION
     ADJUSTMENTS. TELL US HOW YOU CONSIDERED THESE PROVISIONS IN DETERMINING
     WHETHER THE EMBEDDED DERIVATIVE QUALIFIED AS A CONVENTIONAL CONVERTIBLE
     INSTRUMENT AND MET THE SCOPE EXCEPTION OF PARAGRAPH 4 OF EITF 00-19. ALSO,
     INCLUDE IN YOUR RESPONSE YOUR ANALYSIS OF EITF 00-19 PARAGRAPHS 12 TO 32,
     AS NECESSARY. IF THE SCOPE EXCEPTION OF PARAGRAPH 11(A) IS NOT MET, TELL US
     WHETHER YOU HAVE CONSIDERED THE CONVERSION FEATURE TO BE AN EMBEDDED
     DERIVATIVE THAT IS SUBJECT TO CLASSIFICATION AND MEASUREMENT AT FAIR VALUE.

The conversion rights in the Series AA, BB and CC preferred stock represent a
feature to be evaluated as an embedded derivative. In considering the criteria
in paragraphs 12(a) - 12(c) of FAS 133, CommVault determined that such an
embedded derivative should not be bifurcated from the preferred stock (the "host
instrument") because the economic characteristics and risks of the embedded
derivative are clearly and closely related to the economic characteristics and
risks of the host instrument.

CommVault considered the guidance in paragraph 61(l) of SFAS 133 and determined
that such guidance is not applicable to CommVault's Series AA, BB or CC
preferred stock. Such instruments contain no unique provisions or mandatory
redemption features and, therefore, are standard convertible preferred stock and
as such are equity-like hosts. As the host instrument is considered equity-like,
and the conversion feature results in holding equity shares, the conversion of
equity into equity is clearly and closely related, therefore bifurcation is not
required as discussed initially above, and no further analysis of the embedded
feature is necessary (for example, under the paragraph 11a exception of SFAS 133
or the guidance in EITF 00-19).

59.  IF YOU DETERMINE, BASED ON YOUR ANALYSIS, THAT THE EMBEDDED CONVERSION
     FEATURE SHOULD NOT BE BIFURCATED, THEN TELL US HOW YOU CONSIDERED EITF 98-5
     AND EITF 00-27 IN DETERMINING WHETHER SUCH INSTRUMENTS INCLUDED A
     BENEFICIAL CONVERSION FEATURE.

At the time of issuance, CommVault analyzed the terms of the Series AA, BB and
CC preferred stock to determine if they included a beneficial conversion feature
in accordance with EITF 98-5. The following table presents the issuance price of
the Series AA, BB and CC preferred stock and the fair market value of the
underlying common stock as of each commitment date.



Securities and Exchange Commission
May 3, 2006
Page 21




   Series of                          Price of Preferred     Fair Market Value of
Preferred Stock   Month of Issuance     Stock Per Share    Underlying Common Stock
- ---------------   -----------------   ------------------   -----------------------
                                                  
       AA             April 2000            $ 5.73                  $2.50

       BB           November 2000           $12.10                  $4.00

       CC           February 2002           $ 3.13                  $3.00

       CC           September 2003          $ 3.13                  $2.25


On the commitment date of such issuances, the conversion ratio of the Series AA,
BB and CC preferred stock into common stock was fixed on a 1 to 1 basis. As
such, in accordance with EITF 98-5, CommVault determined that the embedded
conversion features of the Series AA, BB and CC preferred stock do not meet the
definition of a beneficial conversion feature because such features were not
"in-the-money" as of the commitment date of each of the issuances. As the
conversion ratios of the Series AA and CC preferred stock are adjusted only
for anti-dilution triggers, CommVault does not believe there are contingent
beneficial conversion options to be evaluated (paragraph 1 of EITF 98-5 notes
that APB 14 addresses conversion options that adjust for anti-dilution).

60.  TELL US HOW YOU ARE ACCOUNTING FOR THE WARRANTS ISSUED IN CONNECTION WITH
     THE SERIES BB PREFERRED STOCK PRIVATE PLACEMENT. SPECIFICALLY, TELL US HOW
     YOU CONSIDERED THE CRITERIA IN PARAGRAPH 6 OF SFAS 133 AND THE SCOPE
     EXCEPTION OF PARAGRAPH 11(A) OF SFAS 133 IN YOUR ANALYSIS. PROVIDE US WITH
     YOUR ANALYSIS USING THE CONDITIONS OUTLINED IN PARAGRAPHS 12 TO 32 OF EITF
     00-19 TO DETERMINE WHETHER THE WARRANTS SHOULD BE CLASSIFIED IN EQUITY OR
     AS A LIABILITY. SPECIFICALLY, WE NOTE FROM YOUR DISCLOSURE ON PAGE 78 THAT
     CERTAIN WARRANTS ARE SUBJECT TO REGISTRATION RIGHTS. ARE THESE REGISTRATION
     RIGHTS SUBJECT TO LIQUIDATED DAMAGES PROVISIONS? TELL US HOW YOU CONSIDERED
     THESE RIGHTS IN YOUR ANALYSIS. IF THE SCOPE EXCEPTION OF PARAGRAPH 11(A)
     HAS NOT BEEN MET, TELL US WHY YOU HAVE NOT CLASSIFIED THE WARRANTS AS A
     LIABILITY, INITIALLY MEASURED AT FAIR VALUE, WITH CHANGES IN FAIR VALUE
     REPORTED IN EARNINGS AND DISCLOSED IN THE FINANCIAL STATEMENTS. ALSO, TELL
     US THE METHOD AND ASSUMPTIONS USED TO DETERMINE THE FAIR VALUE OF THE
     WARRANTS ISSUED.

CommVault considered the criteria in paragraph 6 of SFAS 133 and determined that
the warrants issued in connection with the Series BB preferred stock private
placement do not meet the definition of a derivative instrument. Specifically,
in accordance with paragraph 6(c) of SFAS 133, such warrants are not net
settleable. The warrants can only be settled by the issuance of



Securities and Exchange Commission
May 3, 2006
Page 22


CommVault's common stock in exchange for cash payment from the holder, and
CommVault's common stock is not readily convertible to cash.

CommVault reviewed EITF 00-19 and believes that such warrants should be
classified in stockholders' deficit. CommVault specifically analyzed paragraphs
12 to 32 of EITF 00-19 and concluded that the warrants should be classified as
equity based on the following: 1) CommVault can issue unregistered shares upon
exercise of the warrants; 2) CommVault has sufficient authorized and unissued
shares available to settle the exercise of the warrants; 3) the terms of the
warrants contain an explicit limit on the number of shares to be delivered upon
exercise (exercise requires purchase of 4,465,000 shares at $13.57 per share);
4) cash payments to the holders of the warrants is not required in the event
CommVault fails to make a timely filing with the SEC; 5) the warrants to do not
contain "top-off" or "make-whole" provisions; 6) there are no net-cash
settlement provisions upon exercise of the warrants; and 7) the rights of the
warrant holder do not rank higher than those of the common stockholders in the
event of CommVault's bankruptcy.

The warrants issued in connection with the Series BB preferred stock are not
subject to registration because common stock will be issued upon exercise or the
warrants are cancelled upon expiration. In addition, CommVault is not required
to issue registered securities upon exercise of such warrants. The Series BB
preferred stock associated with such warrants is subject to registration rights.
Such registration rights are not subject to liquidated damages provisions.

The fair market value of such warrants was not reflected in the consolidated
balance sheet in the period of issuance because the ascribed value was de
minimus and would have had no net effect on total stockholders' deficit.
CommVault valued such warrants using the Black-Scholes method as of the date of
the original issuance using the following assumptions: expected volatility of
49%; expected life of 1.5 years; fair market value of the underlying common
stock on date of issuance of $4.00 per share; exercise price on date of issuance
of $13.57 per share; and expected dividend yield of zero percent and risk-free
interest rate of 5.45%.

NOTE 9. STOCK OPTIONS, PAGE F-21

61.  PLEASE PROVIDE US WITH THE FOLLOWING INFORMATION IN CHRONOLOGICAL ORDER FOR
     STOCK OPTION GRANTS AND OTHER EQUITY-RELATED TRANSACTIONS FOR THE ONE-YEAR
     PERIOD PRECEDING THE MOST RECENT BALANCE SHEET DATE AND THROUGH THE DATE OF
     YOUR RESPONSE:

     -    THE TYPE OF SECURITY;

     -    THE DATE OF GRANT/ISSUANCE;

     -    A DESCRIPTION/NAME OF OPTION OR EQUITY HOLDER;

     -    THE REASON FOR THE GRANT OR EQUITY-RELATED ISSUANCE;

     -    THE NUMBER OF OPTIONS OR EQUITY INSTRUMENTS GRANTED OR ISSUED;

     -    THE EXERCISE PRICE OR CONVERSION PRICE;

     -    THE FAIR VALUE OF UNDERLYING SHARES OF COMMON STOCK; AND



Securities and Exchange Commission
May 3, 2006
Page 23


     -    THE TOTAL AMOUNT OF COMPENSATION DEFERRED AND EXPENSE RECOGNIZED AND
          RECONCILED TO YOUR FINANCIAL STATEMENT DISCLOSURES AND THE MAGNITUDE
          AND TIMING OF THE AMORTIZATION EXPENSE.

     CONTINUE TO PROVIDE US WITH UPDATES TO THE REQUESTED INFORMATION FOR ALL
     EQUITY-RELATED TRANSACTIONS SUBSEQUENT TO THIS REQUEST THROUGH THE
     EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

The requested documentation is located behind Tab D in the binder of
supplemental materials accompanying this filing.

62.  WE NOTE THAT THE FAIR VALUE OF YOUR COMMON STOCK WAS DETERMINED BY THE
     BOARD OF DIRECTORS ON A CONTEMPORANEOUS BASIS. WE FURTHER NOTE THAT YOU
     BASED YOUR VALUATION ON REVENUES OR EARNINGS MULTIPLES AND THEN APPLIED A
     DISCOUNT. FOR FAIR VALUE OF COMMON STOCK DETERMINED FOR EACH GRANT DATE,
     PLEASE ADDRESS FOLLOWING:

     -    PROVIDE US A COPY OF YOUR VALUATION ANALYSIS INCLUDING THE SIGNIFICANT
          FACTORS, ASSUMPTIONS, METHODOLOGIES USED IN DETERMINING FAIR VALUE FOR
          EACH GRANT DATE;

     -    TELL US HOW YOU DETERMINED THE DISCOUNT AND EXPLAIN TO US HOW THE
          DISCOUNT APPLIED DEMONSTRATES AN OBJECTIVE DEMONSTRATION OF FAIR
          VALUE; AND

     -    RECONCILE AND EXPLAIN THE DIFFERENCES BETWEEN THE FAIR VALUES OF YOUR
          COMMON STOCK, INCLUDING THE DIFFERENCE BETWEEN THE MOST RECENT GRANT
          DATE FAIR VALUE AND THE MIDPOINT OF YOUR OFFERING RANGE. THIS
          RECONCILIATION SHOULD DESCRIBE SIGNIFICANT INTERVENING EVENTS WITHIN
          THE COMPANY AND CHANGES IN ASSUMPTIONS WITHIN THE VALUATION
          METHODOLOGIES EMPLOYED THAT EXPLAIN THE CHANGES IN FAIR VALUE OF YOUR
          COMMON STOCK UP TO THE FILING OF THE REGISTRATION STATEMENT.

CommVault's valuation analysis is located behind Tab E in the binder of
supplemental materials accompanying this filing. The valuation analysis includes
a discussion of the significant factors, assumptions and methodologies used in
determining fair value for each option grant date during the one-year period
preceding the most recent balance sheet and through the date of CommVault's
response. The analysis also includes a discussion of how CommVault determined a
marketability discount and how the application of such a discount is an
objective demonstration of fair value. Using the benefit of hindsight, CommVault
reconciled and explained the differences between the recent grant date fair
values of CommVault's common stock and the midpoint of the anticipated offering
range.



Securities and Exchange Commission
May 3, 2006
Page 24


PART II

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

63.  PLEASE EXPLAIN TO US THE BASIS FOR YOUR RELIANCE ON RULE 701 UNDER THE
     SECURITIES ACT FOR CERTAIN STOCK OPTION GRANTS AND ANY ISSUANCES UPON
     EXERCISE OF SUCH GRANTS. WE NOTE YOUR DISCLOSURE ON PAGE F-21 WITH RESPECT
     TO THE NUMBER OF OPTIONS GRANTED AS WELL AS THE WEIGHTED AVERAGE EXERCISE
     PRICE. PLEASE DETAIL FOR US HOW THE REQUIREMENTS FOR RULE 701 WERE MET WITH
     RESPECT TO YOUR STOCK OPTION GRANTS.

At the time CommVault issued options pursuant to the 1996 Stock Option Plan, it
was not subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934. All of the securities issued in reliance on
Rule 701 under the Securities Act were issued pursuant to CommVault's 1996 Stock
Option Plan, which constitutes a "written compensatory benefit plan" as defined
in Rule 701 and was established by CommVault for the participation of its
officers, directors and employees. The aggregate number of securities sold in
reliance on Rule 701 did not exceed 15% of the outstanding shares of common
stock, measured at March 31, 2005, and CommVault delivered a copy of the 1996
Stock Option Plan to each recipient of securities in compliance with Rule
701(e). Accordingly, CommVault believes it has met each of the requirements of
Rule 701 with respect to the referenced stock option grants and the issuance of
share upon exercise of such options.

64.  PLEASE DISCLOSE THE BASIS FOR YOUR RELIANCE ON SECTION 4(2) OF THE
     SECURITIES ACT FOR THE CERTAIN STOCK OPTION GRANTS AND ANY ISSUANCES UPON
     EXERCISE OF SUCH GRANTS TO OFFICERS, DIRECTORS AND EMPLOYEES WHO ARE
     ACCREDITED INVESTORS.

The prospectus has been revised to confirm that CommVault did not engage in any
form of general solicitation or general advertising with respect to the
securities issued pursuant to its 1996 Stock Option Plan. With this addition,
CommVault believes it has disclosed adequately the basis for its assertion that
the offering and sale of securities to accredited investors that are officers,
directors and employees of CommVault was not a public offering and therefore
exempt from registration by Section 4(2) of the Securities Act.

65.  PLEASE IDENTIFY THE PERSON SIGNING IN THE CAPACITY OF THE CONTROLLER OR
     PRINCIPAL ACCOUNTING OFFICER OR, OTHERWISE, HAVE YOUR CONTROLLER OR
     PRINCIPAL ACCOUNTING OFFICER EXECUTE THE REGISTRATION STATEMENT. PLEASE SEE
     THE INSTRUCTIONS TO SIGNATURES ON FORM S-1 FOR ADDITIONAL GUIDANCE.

CommVault believes it complied with all signature page requirements in
accordance with the Instructions to Signatures on Form S-1. Mr. Brian Carolan is
CommVault's controller and executed the signature page in such capacity.



Securities and Exchange Commission
May 3, 2006
Page 25


     CommVault will include in a subsequent filing additional disclosure under
the caption "Experts" relating to the independence matters that are the subject
of ongoing discussions between Ernst & Young LLP and the Staff.

     CommVault will include in its request for acceleration the requested
acknowledgements.

     Should you have any questions regarding the foregoing or the amended
Registration Statement, please contact Philip Niehoff at (312) 701-7843 or Wendy
Gallegos at (312) 701-8057.

                                        Very truly yours,


                                        /S/ WENDY GALLEGOS
                                        ----------------------------------------

cc: Daniel Lee, Securities and Exchange Commission
    Warren Mondschein, CommVault Systems, Inc.