1169561--5/25/2007--COMMVAULT_SYSTEMS

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{customer, product, revenue}

{product, market, service}

{stock, price, operating}

{system, service, information}

{stock, price, share}

{operation, international, foreign}

{control, financial, internal}

{property, intellectual, protect}

{personnel, key, retain}

{acquisition, growth, future}

{provision, law, control}

{condition, economic, financial}

{debt, indebtedness, cash}

{product, candidate, development}

{regulation, government, change}

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Our industry is intensely competitive, and most of our competitors have greater financial, technical and sales and marketing resources and larger installed customer bases than we do, which could enable them to compete more effectively than we do. We may experience a decline in revenues or volatility in our operating results, which may adversely affect the market price of our common stock. We anticipate that an increasing portion of our revenues will depend on our arrangements with original equipment manufacturers that have no obligation to sell our software applications, and the termination or expiration of these arrangements or the failure of original equipment manufacturers to sell our software applications would have a material adverse effect on our future revenues and results of operations. The loss of key personnel or the failure to attract and retain highly qualified personnel could have an adverse effect on our business. Our ability to sell our software applications is highly dependent on the quality of our services offerings, and our failure to offer high quality support and professional services would have a material adverse affect on our sales of software applications and results of operations. We rely on indirect sales channels, such as distributors, value-added resellers, systems integrators and corporate resellers, for the distribution of our software applications, and the failure of these channels to effectively sell our software applications could have a material adverse effect on our revenues and results of operations. Sales of one of our software applications make up a substantial portion of our revenues, and a decline in demand for this software application could have a material adverse effect on our sales, profitability and financial condition. Our software applications are complex and contain undetected errors, which could adversely affect not only our software applications performance but also our reputation and the acceptance of our software applications in the market. We may not receive significant revenues from our current research and development efforts for several years, if at all. We encounter long sales and implementation cycles, particularly for our larger customers, which could have an adverse effect on the size, timing and predictability of our revenues. If we are unable to manage our growth, there could be a material adverse effect on our business, the quality of our products and services and our ability to retain key personnel. We depend on growth in the data management software market, and lack of growth or contraction in this market or a general downturn in economic and market conditions could have a material adverse effect on our sales and financial condition. Our services revenue produces lower gross margins than our software revenue, and an increase in services revenue relative to software revenue would harm our overall gross margins. Our international sales and operations are subject to factors that could have an adverse effect on our results of operations. We are exposed to domestic and foreign currency fluctuations that could harm our reported revenues and results of operations. We are currently unable to accurately predict what our long-term effective tax rates will be in the future. Our management and auditors have identified material weaknesses in the design and operation of our internal controls as of March 31, 2006 and December 31, 2006 which, if our remediation efforts fail, could result in material misstatements in our financial statements in future periods. We develop software applications that interoperate with operating systems and hardware developed by others, and if the developers of those operating systems and hardware do not cooperate with us or we are unable to devote the necessary resources so that our applications interoperate with those systems, our software development efforts may be delayed or foreclosed and our business and results of operations may be adversely affected. Our ability to sell to the U.S. federal government is subject to uncertainties which could have a material adverse effect on our sales and results of operations. Protection of our intellectual property is limited, and any misuse of our intellectual property by others could materially adversely affect our sales and results of operations. Claims that we misuse the intellectual property of others could subject us to significant liability and disrupt our business, which could have a material adverse effect on our results of operations and financial condition. We may not be able to respond to rapid technological changes with new software applications and services offerings, which could have a material adverse effect on our sales and profitability. We cannot predict our future capital needs and we may be unable to obtain additional financing to fund acquisitions, which could have a material adverse effect on our business, results of operations and financial condition. Acquisitions involve risks that could adversely affect our business, results of operations and financial condition. Our use of open source software could negatively affect our business and subjects us to possible litigation. Risks Relating to Ownership of Our Common Stock The price of our common stock may be highly volatile and may decline regardless of our operating performance. Future sales of our common stock, or the perception that such future sales may occur, may cause our stock price to decline and impair our ability to obtain capital through future stock offerings. Approximately 34.7% of our outstanding common stock has been deposited into a voting trust, which could affect the outcome of stockholder actions. Certain provisions in our charter documents and agreements and Delaware law may inhibit potential acquisition bids for CommVault and prevent changes in our management. We do not expect to pay any dividends in the foreseeable future. Substantially all of our assets are pledged as collateral to secure our term loan. We will continue to incur increased costs as a result of being a public company.

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1169561--5/25/2007--COMMVAULT_SYSTEMS_INC