EXHIBIT 10.26
AMENDMENT
TO
THE STOCKHOLDERS AGREEMENT
This Amendment to The Stockholders Agreement dated as of May 22, 1996 entered
into among DLJ Merchant Banking Partners, L.P., DLJ International Partners C.V.,
DLJ Offshore Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ Capital
Corporation, Sprout Growth II, L.P., Sprout Capital VII, L.P., Sprout CEO Fund
L.P., Xxxxx X. Ireland, Xxxxxx X. Xxxx, Xxxxxx Xxxxxxxxxxxxx and CommVault
Systems, Inc. (the "Amendment") shall be effective as of the signature date
below.
WHEREAS, CommVault Systems, Inc., (the "Issuer") has entered into a
Stockholder's Agreement dated as of May 22, 1006 (the "Agreement") along with
the parties named above;
WHEREAS, the Issuer desires to amend the terms of said Agreement;
WHEREAS, Issuer has secured the proper approvals to amend the terms of said
Agreement;
NOW, THEREFORE, the Agreement shall be amended, pursuant to its terms, as
follows:
Section 2.1 shall be modified to read as follows:
(i) General. (a) Until the earlier of (i) the fifth anniversary of the date of
this Agreement or (ii) six (6) months or the date as otherwise set forth by
the Underwriters from the consummation of an Initial Public Offering, the
earlier of such dates, (the "Restriction Termination Date"), no stockholder
may, directly or indirectly, sell, assign, transfer, grant a participation
in, pledge or otherwise dispose of ("transfer") any Stock (or solicit any
offers to buy or otherwise acquire, to take a pledge of, any of its Stock)
except transfers permitted by Section 2.3.
Section 6.6 shall be modified to read as follows:
If to Management or the Issuer, to:
CommVault Systems, Inc.
0 Xxxxxxxx Xxxxx, Xxxxxxxx X
X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: CEO
Fax: 000-000-0000
All capitalized terms shall have the same meaning as assigned to such term in
the Agreement. All terms and conditions of the Agreement which are not
specifically amended herein shall remain in full force and effect. This
Amendment shall be binding upon and inure to the benefit of the parties to the
Agreement.
By signing below, the Issuer acknowledges that all approvals necessary relating
to the execution of this Agreement have been obtained and are in full force and
effect.
CommVault Systems, Inc.
/s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx
Title: President
Date: July 23, 1998
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