COMMON STOCK

EXHIBIT 1.1

11,111,111 SHARES

COMMVAULT SYSTEMS, INC.

COMMON STOCK

UNDERWRITING AGREEMENT

September [o], 2006

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629

Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 00000

As Representatives of the Several Underwriters

Dear Sirs:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(xii) The stockholders of the Company have no preemptive
rights with respect to the Offered Securities, other than pursuant to
(A) the Stockholders Agreement, dated as of May 22, 1996, as amended
(the "STOCKHOLDERS AGREEMENT"), among the Company and Sprout CEO Fund,
L.P., DLJ Capital Corporation, Sprout Growth II, L.P., Sprout Capital
VII, L.P., Sprout Capital IX, L.P., Sprout Entrepreneurs' Fund, L.P.,
Sprout IX Plan Investors, L.P., DLJ Merchant Banking Partners, L.P.,
DLJ International Partners, C.V., DLJ Offshore Partners, C.V., DLJ
Merchant Banking Funding, Inc., DLJ First ESC, L.P., DLJ ESC II, L.P.,
Xxxxxx X. Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx, Xxx
Xxxxxx, N. Xxxxxx Xxxxxx, Xxxxx X. Ireland, Xxx Xxxxxx, Xxx Xxxxxx and
Xxxxxx X. Xxxx; (B) the Purchase Agreement, dated as of April 14, 2000,
by and between the Company and Microsoft Corporation and the other
purchasers listed therein, relating to the Company's Series AA
Preferred Stock; (C) the Purchase Agreement, dated as of November 10,
2000, by and between the Company and EMC Investment Corporation and the
other purchasers listed therein, relating to the Company's Series BB
Preferred Stock; (D) the Purchase Agreement, dated as of February 14,
2002, by and between the Company and the purchasers listed therein,
relating to the Company's Series CC Preferred Stock; (E) and the
Purchase Agreement, dated as of September 2, 2003, by and between the
Company and the purchasers listed therein, relating to the Company's
Series CC Preferred Stock, which, in each case, have been either waived
with respect to the issuance of the Offered Securities or will be
satisfied via a concurrent private placement in the manner described in
the General Disclosure Package and the Prospectus, and on the First
Closing Date such preemptive rights shall terminate and be of no
further force and effect. The Stockholders Agreement will terminate and
cease to be of any further force and effect on the First Closing Date.

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

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

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

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

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

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

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

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

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

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

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

(xxiii) Except as disclosed in the General Disclosure Package
and the Prospectus, to the knowledge of the Company, neither the
Company nor any of its subsidiaries is in violation of any statute, any
rule, regulation, decision or order of any governmental agency or body
or any court, domestic or foreign, relating to the use, disposal or
release of hazardous or toxic substances or relating to the protection
or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates
any real property contaminated with any substance that is subject to
any environmental laws, is liable for any off-site disposal or
contamination pursuant to any environmental laws, or is subject to any
claim relating to any environmental laws, which violation,
contamination, liability or claim would individually or in the
aggregate have a Material Adverse Effect; and the Company is not aware
of any pending investigation which might lead to such a claim.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(d) Selling Stockholder Xxxxx X. Xxxxxx severally represents and
warrants to, and agrees with the several Underwriters that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) For a period of 180 days after the date of the initial
public offering of the Offered Securities ("FULL LOCK-UP PERIOD"), the
Company will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, or file with the Commission a
registration statement under the Act relating to, any additional shares
of its Securities or securities convertible into or exchangeable or
exercisable for any shares of its Securities, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing,
without the prior written consent of the Representatives, except (i)
the delivery of 16,019,480 shares of Securities on the Closing Date to
the holders of the Series X, X, X, X, X, XX, XX or CC Preferred Stock
of the Company outstanding on the date hereof upon the conversion of
such shares of Preferred Stock into shares of Securities, (ii) the
concurrent private placement, as described in the Prospectus, (iii)
upon the exercise of warrants or options, in each case outstanding on
the date hereof and (iv) grants of employee stock options pursuant to
the terms of a plan in effect on the date hereof and issuances of
Securities pursuant to the exercise of such options. Furthermore, if
(A) during the last 17 days of the Full Lock-up Period the Company
releases earnings results or (B) prior to the expiration of the Full
Lock-up Period, the Company announces that it will release earnings
results during the 16-day period beginning on the last day of the Full
Lock-up Period, then, in the case of clauses (A) and (B), the Full
Lock-up Period will be extended until the expiration of the 18-day
period beginning on the date of release of the earnings results unless
the Representatives waive, in writing, such extension. The Company will
provide the Representatives with notice of any announcement described
in clause (B) of the preceding sentence that gives rise to an extension
of the Full Lock-up Period.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(g) The Representatives shall have received an opinion, dated
such Closing Date, of Xxxx X. Xxxxxx, Executive Vice President and
General Counsel of Selling Stockholder XXX Xxxxxxxxxxx, to the effect
that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(k) The Representatives shall have received an opinion, dated
such Closing Date, of Mayer, Brown, Xxxx & Maw LLP, counsel for Selling
Stockholders Xxxxx X. Xxxxxx, Xxxxx Xxxxxxx and Xxxxxx X. Xxxxx, to the
effect that:

(i) Upon (a) payment for the Offered Securities to be
sold by Selling Stockholders Xxxxx X. Xxxxxx, Xxxxx Xxxxxxx
and Xxxxxx X. Xxxxx to each of the several Underwriters as
provided in this Agreement, (b) the delivery of such Offered
Securities to Cede or such other nominee as may be designated
by DTC, (c) the registration of such Offered Securities in the
name of Cede or such other nominee and (d) the crediting of
such Offered Securities on the records of DTC to security
accounts in the name of such Underwriter (A) DTC shall be a
"protected purchaser" of such Offered Securities within the
meaning of Xxxxxxx 0-000 xx xxx Xxx Xxxx XXX, (X) under
Section 8-501 of the New York UCC, such Underwriter will
acquire a security entitlement in respect of such Offered
Securities and (C) to the extent governed by Article 8 of the
New York UCC, no action based on any "adverse claim" (as
defined in Section 8-102 of the New York UCC) to such Offered
Securities may be asserted against such Underwriter; it being
understood that for purposes of this opinion, such counsel has
assumed that when such payment, delivery and crediting occur,
(v) neither DTC nor any such Underwriter has notice of any
adverse claim (as such phrase is defined in Section 8-105 of
the New York UCC), (w) such Offered Securities will have been
registered in the name of Cede or such other nominee as may be
designated by DTC, in each case on the Company's share
registry in accordance with its certificate of incorporation,
bylaws and applicable law, (x) DTC will be registered as a
"clearing corporation" within the meaning of Section 8-102 of
the New York UCC, (y) DTC shall have agreed with each such
Underwriter in whose name a securities account is maintained
that it will treat such Underwriter as entitled to exercise
the rights that comprise financial assets credited to such
account and (z) appropriate entries to the securities account
or accounts in the name of such Underwriter on the records of
DTC will have been made pursuant to the New York UCC;

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

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

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

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

(i) Xxxxxxxx Xxxxxx is the sole executor of the estate of
Xxxxx Xxxxxx;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Company agrees to indemnify and hold harmless the Designated
Underwriter and each person, if any, who controls the Designated Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act (the "DESIGNATED ENTITIES"), from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) (i) caused by any untrue statement or
alleged untrue statement of a material fact contained in any material prepared
by or with the consent of the Company for distribution to Participants in
connection with the Directed Share Program or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) caused by the
failure of any Participant to pay for and accept delivery of Directed Shares
that the Participant agreed to purchase; or (iii) related to, arising out of, or
in connection with the Directed Share Program, other than losses, claims,
damages or liabilities (or expenses relating thereto) that are finally
judicially determined to have resulted from the bad faith or gross negligence of
the Designated Entities.

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

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

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

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

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

required to contribute pursuant to this subsection (e) and Section 18 an
aggregate amount in excess of the amount by which the aggregate gross proceeds
after underwriting discounts and commissions but before expenses to such Selling
Stockholder from the sale of Offered Securities sold by such Selling Stockholder
hereunder exceeds the amount of any damages which such Selling Stockholder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (e) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

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

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

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

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

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

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

(a) if sent to the Underwriters, will be mailed, delivered or
telegraphed and confirmed to the Representatives, c/o Credit Suisse Securities
(USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000, Attention:
Transactions Advisory Group, and Xxxxxxx, Sachs & Co., 00 Xxxxx Xxxxxx, Xxx
Xxxx, XX 00000, Attention: Registration Department;

(b) if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at 0 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000-0000, Attention:
Xxx Xxxxxx;

(c) if sent to the CSFB Merchant Banking Selling Stockholders, will be
mailed, delivered or telegraphed and confirmed to it at Eleven Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000, Attention: Xxx Xxxxx and Xxxxxx Xxxxxxx;

(d) if sent to Selling Stockholder XXX Xxxxxxxxxxx, will be mailed,
delivered or telegraphed and confirmed to it at 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX
00000, Attention: Xxxx Xxxxx or Xxxxx Xxxxxxxx;

(e) if sent to Selling Stockholder Microsoft Corporation, will be
mailed, delivered or telegraphed and confirmed to it at Xxx Xxxxxxxxx Xxx,
Xxxxxxxx 00, Xxxxxxx, XX 00000, Attention: Xxxx Xxxxx;

(f) if sent to the Xxxxxx Selling Stockholders, will be mailed,
delivered or telegraphed and confirmed to it at Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx,
XX 00000, Attention: Xxxx X. Xxxx;

(g) if sent to Selling Stockholders Xxxxx X. Xxxxxx, Xxxxx Xxxxxxx or
Xxxxxx X. Xxxxx, will be mailed, delivered or telegraphed and confirmed to him
at Mayer, Brown, Xxxx & Maw LLP, 00 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, XX 00000-0000,
Attention: Xxxxxx Xxxxxxx; and

(h) if sent to Selling Stockholder the Executor, will be mailed,
delivered or telegraphed and confirmed to her at Inver Lodge, 00 Xxxxxxxx
Xxxxxxx, Xxxxxxxxx XX00 0XX XX.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Signature pages follow]

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

Very truly yours,

COMMVAULT SYSTEMS, INC.,

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

SPROUT CEO FUND, L.P.,

By:

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

DLJ CAPITAL CORPORATION,

By:

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

SPROUT GROWTH II, L.P.,

By:

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

SPROUT CAPITAL VII, L.P.,

By:

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

DLJ MERCHANT BANKING PARTNERS, L.P.,

By:

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

DLJ INTERNATIONAL PARTNERS, C.V.,

By:

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

DLJ OFFSHORE PARTNERS, C.V.,

By:

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

DLJMB FUNDING, INC.,

By:

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

DLJ FIRST ESC, L.P.,

By:

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

DLJ ESC II, L.P.,

By:

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

XXXXXX OTC & EMERGING GROWTH FUND,

By: Xxxxxx Investment Management, LLC

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

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

By: The Xxxxxx Advisory Company, LLC

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

SELLING STOCKHOLDERS:
MICROSOFT CORPORATION
XXX XXXXXXXXXXX
XXXXX X. XXXXXX
XXXXX XXXXXXX
XXXXXX X. XXXXX
THE EXECUTOR OF THE ESTATE OF XXXXX XXXXXX

By
------------------------------
Name: N. Xxxxxx Xxxxxx
Title: Attorney-In-Fact

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

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

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

CREDIT SUISSE SECURITIES (USA) LLC,

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

XXXXXXX, XXXXX & CO.,

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

SCHEDULE A

NUMBER OF
NUMBER OF OPTIONAL
FIRM SECURITIES SECURITIES
SELLING STOCKHOLDER TO BE SOLD TO BE SOLD
---------------------------------------------------------------- --------------- ---------------

Sprout CEO Fund, L.P. .......................................... 8,851
DLJ Capital Corporation ........................................ 127,017
Sprout Growth II, L.P. ......................................... 623,824
Sprout Capital VII, L.P. ....................................... 763,033
DLJ Merchant Banking Partners, L.P. ............................ 814,868
DLJ International Partners, C.V ................................ 398,991
DLJ Offshore Partners, C.V ..................................... 21,307
DLJMB Funding, Inc. ............................................ 320,278
DLJ First ESC, L.P. ............................................ 215,050
DLJ ESC II, L.P. ............................................... 2,297
XXX Xxxxxxxxxxx ................................................ 572,917
Microsoft Corporation .......................................... 550,000
Xxxxxx OTC & Emerging Growth Fund .............................. 389,525
Xxxxxx World Trust II -- Xxxxxx Emerging Information
Sciences Fund ............................................. 27,505
Xxxxxxxx Xxxxxx, acting solely in her capacity as the executor
of the estate of the late Xxxxx Xxxxxx (referred to in this
Agreement as the "Executor") .............................. 45,000
Xxxxx X. Xxxxxx ................................................ 62,500
Xxxxx Xxxxxxx .................................................. 10,000
Xxxxxx X. Xxxxx ................................................ 10,000

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

A-1

SCHEDULE B

NUMBER OF
FIRM SECURITIES
UNDERWRITER TO BE PURCHASED
----------------------------------------------------- ---------------

Credit Suisse Securities (USA) LLC...................
Xxxxxxx, Sachs & Co. ................................
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated...
Xxxxxx Xxxxxx Partners LLC...........................
X.X. Xxxxxxxxx, Towbin LLC...........................
RBC Capital Markets Corporation......................

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

B-1

SCHEDULE C

SUBSIDIARIES OF COMMVAULT SYSTEMS, INC.

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

C-1

SCHEDULE D

PARTIES EXECUTING LOCK-UP AGREEMENTS

1. Xxxxx, Xxxxx X. 48. Xxxxxxx, Xxxxxxx X.
2. Xxxxxxx, Xxxx X. 49. Xxxxxx, Xxxxxx X.
3. Adulla, Mahesh 50. Xxxxxxx, Xxxxxxxxx X.
4. Agarwal, Shri R. 51. Xxxxxxxx, Xxxxx X.
5. Xxxxxxx, Xxxxx X. 52. Xxxxxxx, Xxxxx X.
6. Xxxxx, Xxxxxx X. 53. Xxxxxxx, Xxxxx X.
7. Ahn, Jun H. 54. Xxxxxxxx, Xxxxx X.
8. Xxxxxx, Xxxx X. 55. Xxxxxxx, Xxxxxx X.
9. Al-Ali, Mu'ath 56. Xxxxx, Xxxxxxx X.
10. Albury, Xxxxxxx X. 57. Xxxxx, Xxx X.
11. Xxxxxxx, Xxxxxxx 58. Xxxxx, Xxxx
12. Xxxxx, Xxxxxxxx X. 59. Xxxx, Xxxxx X.
13. Xxxxxx, Xxxxx X. 60. Xxxxx, Xxxxxxx X.
14. Xxxxxxxxxxxxxxxx, Xxxxxxxxx 00. Xxxxxxxxxx, Xxxxx
00. Xxxxxxxx, Xxxxxx X. 62. Xxxxx, Xxxxx X.
16. Xxxxxxx, Xxxxx X. 63. Xxxxx, Xxxxxxx X.
17. Xxxxx, Xxxxx 64. Calima, Xxxxxx X.
18. Xxxxxxxxx, Xxxxxxx X. 65. Xxxxxxxxxx, Xxxxx
19. Xxxxxxxxx, Xxxxxx X. 66. Xxxxxx, Xxxxxxxx X.
20. Arakkal, Xxxxx X. 67. Xxxxxxx, Xxxxx
21. Xxxxxxxxxxxxx, Xxxxx X. 68. Xxxxx, Xxxxxx X.
22. Xxxxxx, Xxxxxx 69. Xxxxxxxxx, Xxxxxxx X.
23. Xxxxxx, Xxxxx 00. Xxxxxxx, Xxxxxx X.
24. Xxxxxxxx, Xxxxxx X. 71. Xxxxxxxxx, Xxxx
25. Xxxxxxx, Xxxxxx 72. Xxxxxxx, Xxxxxxx X.
26. Xxxx, Xxxx 73. Xxxxxx, Xxxxxxx X.
27. Xxxx, Xxxxxxxx X. 74. Xxxxxxxxx, Xxxxxx X.
28. Xxxx, Xxxxx X. 75. Xxxxxxx, Xxxxxx
29. Xxxxxxx, Xxxxx X. 76. Chen, Ho-Chi
30. Xxxxxx, Xxxxx 77. Xxxxx, Xxxxxx X.
31. Xxxxxx, Xxxxx X. 78. Xxxxxxxxx, Xxxxxx X.
32. Xxxxx, Xxxxx X. 79. Xxxxxxx, Xxxx X.
33. Xxxxxxx, Xxxxxxx X. 80. Xxxx, Xxxx X.
34. Xxxxxxx, Xxxxxxx X. 81. Xxxxxx, Xxxxx X.
35. Xxxxxx, Xxxx X. 82. Xxxxxx, Xxxx X.
36. Xxxxxxx, Xxxxxx 83. Xxxxx, Xxxxxxxx
37. Xxxxxxxxx, Xxxxx X. 84. Xxxxxx, Xxxx X.
38. Xxxxxxxx, Xxxx 85. Confenti, Xxxxxxx X.
39. Xxxxxxx, Xxxxxx X. 86. Xxxxxxxxxx, Xxxxxxx
40. Xxxxx, Xxxxxxx 87. Xxxxx, Xxxxx
41. Xxxxxx, Xxxxx X. 88. Xxxxxxx, Xxxxx X.
42. Xxxxxx, Xxxxx X. 89. Xxxx, Xxxx X.
43. Xxxxxxx, Xxxxx X. 90. Xxxxxx, Xxxxx X.
44. Xxxxxxx, Xxxxx X. 91. Xxxxxxxx, Xxxxx
45. Xxxxxx, Xxxxxx 92. Xxxxxxx, Xxxxx X.
46. Xxxxxxx, Xxxxxxx X. 93. Xxxxxxxxx, Xxxxx
47. Xxxxxxxx, Xxxxx X. 94. Xxxxxx, Xxxxxx X.

X-0

00. Xxxxxxxxx, Xxxx 000. Xxxxx, Xxxxxxx X.
96. D'Acci, Xxxx X. 149. Xxxxx, Xxxxxx X.
97. Xxxxx, Xxxxx X. 150. Xxxxxxx, Xxxxx X.
98. Xxxxxxxxx, Xxxxxxx X. 151. Xxxxxxxx, Xxxxx X.
99. Xxxxxx, Xxxxxxx X. 152. Xxxxxxxxxx, Xxxxxxxxxxx
100. Xxxxxxx, Xxxxxxx 153. Xxxxxxx, Xxxxx
101. Xxxxxxxxxxxx, Xxxx X. 154. Xxxxxx, Xxxx
102. Xxxxx, Xxxx X. 155. Xxxxx, Xxxxxxx X.
103. Xxxxxxx, Xxxxxxx 156. Xxxxxxx, Xxxxxx
104. Xxxxxx, Xxxxxxxxxx 157. Xxxxxxx, Xxxxxx X.
105. Xxxxxxx, Xxxx 158. Xxxx, Xxxx X.
106. Xxxxxx, Xxxxxxx 159. Xxxxxxxx, Xxxxxxx X.
107. Xxxxxx, Xxxxx 160. Xxxxxx, Xxxxxxx X.
108. XxXxxx, Xxxxxxx X. 161. Xxxxxx, Xxxx X.
109. Xxxxxxx, Xxxxxx 162. Han, Chengfeng
110. Xxxxxx, Xxxxx X. 163. Xxx, Xxxxxxx
111. Xxxxxx, Xxxxxxx X. 164. Hand, Xxxxxxx X.
112. Xxxxx, Xxxxxx X. 165. Xxxxxxxx, Xxxxx X.
113. Xxxxxxxxx, Xxxxx X. 166. Xxxxxxx, Xxxx X.
114. Dory, Xxxxx X. 167. Xxxxxx, Xxxxxxx X.
115. Xxxx, Xxxxxxx X. 168. Xxxxxxxx Xxxxxxxx, Xxxxx X.
116. Xxxxx, Xxxxxx X. 169. Xxxxxx, Xxxx X.
117. Xxxxx, Xxxxxxx X. 170. Xxxxxxxx, Xxxxx X.
118. Xxxxxxx, Xxxxxx X. 171. Xxxxxxxx, Xxxx X.
119. Xxxxxx, Xxxxxxxxx X. 172. Xxxxxxxxx, Xxxxxx X.
120. Xxxxxxxxxx, Xxxxxxxxxxx X. 173. Xxxx, Xxxx X.
121. Xxxx, Xxxxxxxxxxx X. 174. Xxxxx, Xxxxxxx X.
122. Xxxxxx, Xxxxxxx X. 175. Xxxxxxxxxxx, Xxxxxxx X.
123. Xxxxxxx, Xxxxx X. 176. Xxxxxx, Xxxxx X.
124. Xxxxxxxxx, Xxxx X. 177. Xxxxxxx, Xxxx
125. Erofeev, Andrei 178. Xxxxxxxx, Xxxxx X.
126. Xxxxxx, Xxxxxx X. 179. Xxxxxxx, Xxxx
127. Xxxxxx, Xxxxxxxx X. 180. Xxxxxx, Xxxxxxx X.
128. Xxxxxx, Xxxxxxx X. 181. Xxxxx, Xx-Hua
129. Xxxxxxxxxx, Xxxxx X. 182. Xxxxxxx, Xxxxxx X.
130. Xxxxxxxxxx, Xxxxxxx X. 183. Xxxxxx, Xxxx X.
131. Xxxxxxxx, Xxxxxxx X. 184. Ignatius, Xxxxxxxx X.
132. Xxxxxxx, Xxxxxx X. 185. Ilkal, Xxxxx X.
133. Xxxxx, Xxxxxxxxxxx X. 186. Izhar, Kouser
134. Xxxxxx, Xxxxxx X. 187. Xxxxx, Xxxxxx X.
135. Xxxxxx, Xxxxx 188. Xxxxxxx, Xxxx X.
136. Free, Xxxxx X. 189. Xxxxx, Xxxxx
137. Friend, Xxxxxxx X. 190. Xxxxxx, Xxxxxx X.
138. Xxxxxxx, Xxxxxxxxxxx 191. Xxxxxxx, Xxxxx X.
139. Xxxxx, Xxxxxxx X. 192. Xxxxxxx, Xxxxxxx X.
140. Xxxxx, Xxx-Xxxx 193. Xxxxx, Xxxxx X.
141. Xxxxxx, Xxxx X. 194. Xxxxxxx, Xxxxxxx X.
142. Xxxxxx, Xxxx X. 195. Xxxxx, Xxxxxx X.
143. Xxxxxxx, Xxxx X. 196. Xxxxx, Xxxxxxxxxx X.
144. Xxxxxxxx, Xxxxxxx X. 197. Xxxxx, Xxxxxx X.
145. Xxxxxxxxxxx, Xxxxxx X. 198. Xxxxx, Xxxxxx X.
146. Xxxxxx, Xxxx X. 199. Xxxxxxxxxx, Xxxxxx
147. Xxxxxxx, Xxxxx X. 200. Xxxx, Xxxxxx

X-2

201. Xxxxxxx, Xxxxx X. 254. Madeira, Xxxxx X.
202. Xxxxxxx, Xxxxx 255. Madeira, Xxxxxx X.
203. Xxxxxxx, Xxxxx X. 256. Xxxxxxxxx, Xxxxx
204. Xxxxxxx, Xxxxxxx X. 257. Xxxxxx, Xxxxxxx
205. Xxxxxxxxxx, Xxxx X. 258. Maranna, Xxxxxxxxxxxxx
206. Xxxxxxxxxxx, Xxxxxxxxxxx 259. Xxxxxxxxx, Xxxxxx X.
207. Karukappilly, Xxxxx 260. Xxxxxx, Xxxxxx X.
208. Xxxxx, Xxxxxx X. 261. Xxxxxxxx, Xxxxxxx
209. Xxxx, Xxxxxx X. 262. Xxxxx, Xxxxx X.
210. Xxxxxx, Xxxxxxxx 000. Xxxxxxx, Xxx X.
211. Xxxxxx, Xxxxxx X. 264. Xxxxxx Xxxxxxxxx, Xxxx X.
212. Xxxxxxx, Xxxxxxxx X. 265. May, Andreas L.
213. Xxxxxx, Xxxxx X. 266. XxXxxxx, Xxxxx X.
214. Xxxx, Xxxx X. 267. XxXxxx, Xxxx X.
215. Xxxxxx, Xxxx X. 268. XxXxxxxx, Xxxxx X.
216. Xxxxx, Xxxxxxx X. 269. XxXxxxxxx, Xxxxxx X.
217. Xxxxx, Xxxx X. 270. XxXxx, Xxxxx X.
218. Kochunni, Xxxxxx X. 271. XxXxxxxx, Xxxxx X.
219. Xxxxx, Xxxxxxxx X. 272. XxXxxxxxx, Xxxxx X.
220. Koti, Xxxxxxx X. 273. XxXxxxxx, Xxxxx X.
221. Xxxxxxxxxxxxxx, Xxxxx 274. XxXxxxx, Xxxxxxx X.
222. Xxxxxx, Xxxxxx X. 275. Xxxxx, Xxxxx X.
223. Xxxx, Xxxx X. 276. Mecca, Xxxxxxx X.
224. Krone, Xxxxx X. 277. Xxxxxxxx, Xxxxx X.
225. Kumar, Avinash 278. Xxxxx, Xxxxx
226. Xxxxxx, Xxxxx 279. Xxxxxxx, Xxxxx X.
227. Lad, Xxxxxxxxxxxx X. 280. Xxxxxx, Xxxxxxxx
228. Xxxxxxx, Xxxx X. 281. Xxxxxx, Xxxxx X.
229. Xxxxxxx, Xxxx X. 282. Xxxxxxxxxx, Xxxxxx X.
230. Xxxxxxx, Xxxxx X. 283. Xxxxxxx, Xxxxxx
231. Xxxxxxx, Xxxxxxx 284. Xxxxxx, Xxxxx X.
232. Xxxxxxx, Xxxxxx X. 285. Xxxxxxx, Xxxxx
233. Xxxxx, Xxxxx X. 286. Xxxxxxxxxx, Xxxxxx X.
234. Law, Xxxxxx X. 287. Xxxxxxxx, Xxxxxxx X.
235. Xxx, Xxxxx X. 288. Moquia, Xxxxxx X.
236. Lee, Tay-How 289. Xxxxx, Xxxxxx X.
237. Xxxxxx, Xxxxxxx X. 290. Xxxxxxx, Xxxxx X.
238. Xx, Xx 291. Motto, Xxx X.
239. Xxxxx, Xxxxx X. 292. Xxxxxx, Xxxxxx X.
240. Xxxxxxxxxx, Xxxxx X. 293. Xxxxxxx, Xxxxxxx X.
241. Xxxx, Xxxxx 294. Xxxxxxx, Xxxx X.
242. Little, Xxxxxx X. 295. Xxxxxx, Xxxx X.
243. Xxxxxxxxxxx, Xxxxxx X. 296. Xxxxxx, Xxxxx
244. Xxxxx, Xxxx X. 297. Xxxxxxxxxxxx, Xxxx
245. Xxxxx, Xxxxxxxx X. 298. Xxxxxxx, Xxxxx X.
246. Loukienko, Xxxxxx X. 299. Xxx, Xxxxx X.
247. Low, Xxxxx X. 300. Xxxxxxx, Xxxx X.
248. Xx, Xxx 301. Xxxxxxx, Xxxx
249. Lu, Yanhui 302. Nittur, Xxxxxxxxx X.
250. Xxxxxxxx, Xxxx X. 303. Xxxxxx, Xxxxx X.
251. Xxxxx, Xxxxxx X. 304. Xxxx, Xxxxxxx X.
252. Xxxxx, Xxxxx X. 305. X'Xxxxx, Xxxxxx X.
253. MacMillan, Xxxxxx X. 306. X'Xxxx, Xxxxxxx X.

D-3

307. Xxxxxxxx, Xxxxx X. 359. Xxxxx, Xxxxxxx X.
308. Xxxx Xxxxxxx, Xxxxxxxxx X. (Xxx Xxxxxxx) 360. Sant, Xxxxxxxxx X.
309. Xxxx, Xxxxx X. 361. Xxxxxxxx, Xxxxxx X.
310. Pabish, Xxxxx X. 362. Xxxxxx, Xxxxxx
311. Pack, Xxxxxxxx 363. Xxxxx, Xxxxxx
312. Xxxxxxxxxxx, Xxxxxxxxxx 364. Xxxxxxxxxxx, Xxxxxx X.
313. Xxxxxxxxxxx, Xxxxxxx X. 365. Xxxxxx, Xxxxx X.
314. Xxxxxxxxx, Xxxxxxx X. 366. Xxxxxxxxx, Xxxxx X.
315. Xxxxxxx, Xxxx 367. Xxxxxxxx, Xxxxxx X.
316. Xxxxx, Xxxxx X. 368. Xxxxx, Xxxxx X.
317. Xxxxxxxx, Xxxxxx X. 369. Xxxxxxxx, Xxxx X.
318. Xxxxx, Xxxxxxxxx X. 370. Xxxxxx, Xxxx
319. Xxxxx, Xxxx X. 371. Xxxxxxxx, Xxxxxxxxxxx X.
320. Xxxxxxx, Xxxxx X. 372. Xxxxxxxx, Xxxxxxx X.
321. Xxxxxxxx, Xxxxxxxx X. 373. Xxxxxxx, Xxxxxxx X.
322. Xxxxxxx, Xxxxxxx X. 374. Xxxxxxxxxxx, Xxxxxx
323. Xxxxx, Xxxxxxx X. 375. Xxxxxxx, Xxxx X.
324. Xxxxx, Xxxxxx 376. Xxxxxxxxx, Xxxxxxxx X.
325. Xxxxxxxxx, Xxxxxxx X. 377. Xxxxxxx, Xxxxxxx
326. Xxxxx, Xxxxxxxx X. 378. Xxxxx, Xxxxxxx X.
327. Xxxxx, Xxxxxx X. 379. Xxxxxxxxx, Xxxxxx X.
328. Xxxxx, Xxxxx X. 380. Xxxxxx, Xxxx X.
329. Xxxxxx, Xxxxxx X. 381. Song, Wei
330. Power, Xxxxx X. 382. Xxxxxxxx, Xxxxxxx X.
331. Xxxxxxx, Xxxxx 383. Xxxx, Xxxxxxx
332. Xxxxxx, Xxxxxxxx 384. Xxxx, Xxxxxxx X.
333. Xxxxxxx, Xxxxxx 385. Xxxxxxx, Xxxx X.
334. Xxxxxxxxxxx, Xxxxxxxxx 386. Xxxxxxxxx, Xxxxxxxx X.
335. Xxxxxxx, Xxxxx X. 387. Xxxxxxxxx, Xxxxxxx X.
336. Xxxxxxxx, Xxx 388. Xxxxxxx, Xxxx X.
337. Xxxxx-Xxxxxxx, Xxxxxx X. 389. Xxxxxxx, Xxxxxxxxxxx X.
338. Xxxxx, Xxxxxxxx X. 390. Strange, Xxxxx X.
339. Xxxxx, Xxxxxx X. 391. Xxxxxxxxx, Xxxx X.
340. Xxxx, Xxxxx X. 392. Xxxxxxxx, Xxxxxxx X.
341. Xxxxxx, Xxxxxxx X. 393. Sui, Xuemei
342. Xxxx, Xxxxxx X. 394. Xxxxxx, Xxxxxx X.
343. Xxxxx Xxxxxxx, Xxxxx X. 395. Xxxxxxx, Geeta P.
344. Xxxxxxx, Xxxxxxx X. 396. Xxxxxx, Xxxx
345. Xxxxxxxx, Xxxxxxxxxx X. 397. Thockchom, Gautam S.
346. Xxxxxxxx, Xxxxx 398. Xxxxxx, Xxxxxxx X.
347. Xxxxxx, Xxxxxxx X. 399. Xxxx, Xxxx
348. Xxxx, Xxxx 400. Xxxxxx, Xxxx
349. Xxxx, Xxxxxxxx X. 401. Xxxxxx, Xxxxxx X.
350. Xxxxxx, Xxxxxx 402. Xxxxx, Xxxxx X.
351. Xxxxxxx, Xxxxxx X. 403. Xxxxxxxx, Xxxx X.
352. Xxx, Xxxxxx X. 404. Valley, Xxxxxxx X.
353. Xxxxxx, Xxxxxx X. 405. Xxx Xxxxxxx, Xxxxxxxx
354. Romeo, Xxxxxx X. 406. Xxxxxxxxxxxx, Xxxxxxx
355. Xxxxxxxxx, Xxx X. 407. Venkatesh, Mallarajapattan
356. Xxxxx, Xxxxxxx X. 408. Xxxxxxxx, Xxxxx X.
357. Xxxxxxx, Xxxxxx X. 409. Xxxxxx, Anand
358. Sabarini, L. S. 410. Xxxxxx, Xxxxxxx X.
411. Vu, Ky

D-4

412. Vullupala, Shankar R. 465. Xxxxxxx, Xxxxxxxx
413. Xxxxxx, Xxxxx X. 466. Xxxxx, Xxxxx
414. Wang, Aidong 467. Ko, Jenny
415. Xxxx, Xxxxxxx 000. Kohde, Joachim
416. Wang, Yu 469. Xxxxx, Xxxxxx
417. Xxxxxx, Xxxxx X. 470. Xxx, Xxxxxxx
418. Xxxx, Xxxxx X. 471. Xxxxxxxxxx, Xxxxxx
419. Welder, Xxxxx X. 472. Xxxx, Xxxxx
420. West, Xxxxx X. 473. Xxxxx, Xxxxxxxx
421. Xxxxxx, Xxxx X. 474. Xxxxxxx, Xxxxxx
422. Xxxxxxx, Xxxxxxx X. 475. XxXxxxx, Xxxx
423. Xxxx, Xxxxx X. 476. XxXxxxx, Xxxxx
424. Xxx, Xxx 477. Xxxxxx, Xxxxx
425. Xxxxx, Xxxx X. 478. Xxxxx, Xxxxxxx
426. Zakharkin, Xxxxxxx X. 479. Xxxxxx, Xxxxx
427. Xxxx, Xxxxxx X. 480. Xxxxxxxx, Xxxxxx
428. Zhao, Yejian 481. Xxxxx, Xxxx
429. Xxxxxx, Xxxxxxx 482. Xxxxxx, Xxxxx
430. Xxxx, Xxxxx 483. Xxxxx, Xxxx
431. Xxxx, Xxxx 484. X'Xxxxxxx, Xxxx
432. Xxxxxxx, Xxxx 485. Xxxxxx, Xxxx
433. XxXxxx, Xxxx 486. Podvenbek, Thorsten
434. Ahmet, Simon 487. Xxxxx, Xxxxx
435. Xxxxxx, Xxxxxx 488. Xxxxxxx, Xxx
436. Xxxxx, Xxxxx 489. Scheepers, Xxxxx
437. Baptist, Johan 490. Schwaak, Xxxxx
438. Xxxx, Xxxx 491. Xxxxxxxx, Xxxx
439. Xxxxxxx, Xxxxxxxx 492. Xxxxx, Xxxxxx
440. Boot, Bjorn 493. Xxxxxxx, Xxxxx
441. Xxxxxx, Xxxx 494. Xxxxxxxxxx, Xxxxxxx
442. Breidohr, Xxxxx 495. Xxxxxxx, Xxxxx
443. Xxxxxxxxx, Xxx X. 496. Xxxxxxxx, Xxxx
444. Xxxxxxxx, Xxxxx 497. Xxxxxx, Xxxxxxxx
445. Xxxxx, Xxxxxxxx 498. van xx Xxxx, Xxxxx
446. Xxxxx, Xxxxx 499. van der Weele, Cees
447. Xxxxx, Xxxx 500. Xxx Xxxx, Xxxxxx
448. Xxxxxx, Xxxxxxx 501. Xxx Xxxx, Xxxxxx
449. Xxxxx, Xxxxx Xxxxxxxx 502. Xxxxx, Xxxxxx
450. Xxxxxxx, Xxxxxx 503. Wan, Martin
451. Xxxxxx, Xxxxxxxx 504. Xxxxxxxx, Xxxxxx
452. de bruijne, Dyon 505. Ziem, Jorg
453. De La Plaza Xxxxxx, Rubens 506. Xxxxxxx, Xxxxxxxxxxx
454. XxXxxxxx, Xxxxxxx 507. Xxxx, Xxxx
455. Xxxxxx, Xxxxxx 508. XxxXxx, Xxxxx
456. Evers, Eric 509. Mahoney, Dan
457. Fifield, Andrew 510. McMurray, Brian
458. Funes, Cesar Pablo 511. Moyer, Jeff
459. Giljohann, Marc A. 512. Parsons, Andy
460. Hansbuer, Gregor 513. Payment , Mark
461. Helton, Thomas 514. Stewart, Glenn
462. Huisman, Peter 515. Vosguian, Varouj
463. Kempf, Roland 516. Yazdanmehr, Saeid
464. Kestner, Thomas 517. Devassy, Varghese

D-5

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

D-6

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

D-7

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

D-8

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

D-9

EXHIBIT A

FORM OF OPINION OF ROPES & GRAY LLP

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

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

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

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

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

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