Contract

EXHIBIT 10.27 AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT This Second Amendment (this “Amendment”) to The Stockholders’ Agreementdated as of May 22, 1996, as amended, entered into among DLJ Merchant BankingPartners, L.P., DLJ International Partners, C.V., DLJ Offshore Partners, C.V.,DLJ Merchant Banking Funding, Inc., DLJ Capital Corporation, Sprout Growth II,L.P., Sprout Capital VII, L.P., Sprout CEO Fund L.P. (collectively, the “DLJEntities”), David H. Ireland, Scotty R. Neal, Robert Freiburghouse and CommVaultSystems, Inc. (the “Issuer”) shall be effective as of the signature date below. WHEREAS, the Issuer has entered into a Stockholders’ Agreement dated as ofMay 22, 1996, as amended (the “Agreement”), along with the DLJ Entities and theother parties thereto; and WHEREAS, the Issuer and the DLJ Parties desire to amend the terms of theAgreement; NOW THEREFORE, the Agreement shall be amended, pursuant to the terms, asfollows: 1. The carryover paragraph directly after Section 4.1(a)(ii) shall be amended to replace the word “three” directly before “Demand Registrations” in the first proviso, with the word “six”, with the intent that the DLJ Entities shall have the right to request up to six Demand Registrations pursuant to Section 4.1. 2. Section 4.1(d) shall be modified to read as follows: ” (d) If a Demand Registration involves an Underwritten Public Offering and the managing underwriter shall advise the Issuer and the Selling Stockholders in writing that, in its opinion, the number of shares of Common Stock requested to be included in such registration (including Common Stock which the Issuer proposes to be included which is not Registrable Stock or any other securities of other parties with piggyback registration rights) exceeds the largest number of Stock which can be sold in an orderly manner within a price range acceptable to the Selling Stockholders (the “MAXIMUM OFFERING SIZE”), the Issuer will include such registration, in the priority listed below, up to the Maximum Offering Size: (i) first, the Registrable Stock requested be included in such registration by the Holders of Registrable Stock requesting such registration and any securities requested to be included therein by any other holder pursuant to such holder’s piggyback rights granted under the Registration Rights Agreement, dated April 14, 2000 (the “PRIOR HOLDERS”), pro rata on the basis of the number of shares of Registrable Stock and other securities requested for inclusion in such registration by each such Holder or Prior Holder; (ii) second, any securities requested to be included therein by any other holders pursuant to such holders’ piggyback rights, if any, pro rata on the basis of the number of shares of such securities requested for inclusion in such registration by each such holder; and (iii) third, the Common Stock proposed to be registered by the Issuer, if any.” 3. Section 4.2(b) shall be modified to read as follows: ” (b) If a registration pursuant to this Section 4.2 involves a primary Underwritten Public Offering on behalf of the Issuer and the managing underwriter advises the Issuer that in its opinion, the numbers of shares of Common Stock requested to be included exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, the Common Stock proposed to be registered by the Issuer; (ii) second, the securities requested to be included in such registration by the Prior Holders pro rata on the basis of the number of shares of securities requested for inclusion in such registration by each such Prior Holder; and (iii) third, the Registrable Stock requested be included in such registration among the Holders of Registrable Stock requesting such registration and any securities requested to be included therein by any other holder pursuant to such holder’s piggyback rights, if any, pro rata on the basis of the number of shares of Registrable Stock and other securities requested for inclusion in such registration by each such Holder or holder.” (c) If a registration pursuant to this Section 4.2 involves a secondary Underwritten Public Offering requested by holders of the Issuer’s securities other than the Holders of Registrable Stock and the managing underwriter advises the Issuer that in its view, the numbers of shares of Common Stock requested to be included exceeds the Maximum Offering Size, the Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, the securities requested be included in such registration by the holders requesting such registration and the securities of the Prior Holders requested to be included therein, if any, pro rata on the basis of the number of shares of such securities requested for inclusion in such registration by each such holder or Prior Holder; (ii) second, the Registrable Stock requested be included in such registration by the Holders of Registrable Stock and any securities requested to be included therein by any other holder pursuant to such holder’s piggyback rights, if any, pro rata on the basis of the number of shares of Registrable Stock and other securities requested for inclusion in such registration by each such Holder or holder; (iii) third, the Common Stock proposed to be registered by the Issuer, if any. 4. All capitalized terms shall have the same meaning as assigned to such term in the Agreement. All terms and conditions of the Agreement which are not specifically amended herein shall remain in full force and effect. This Amendment shall be binding upon and inure to the benefit of the parties to the Agreement. 5. This Amendment has been approved by the Board and the signatories hereto represent holders of at least 85% of the Fully Diluted Common Stock held by parites to the Agreement, in compliance with Section 6.4 of the Agreement. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Amendment to beduly executed as of this 6th day of November, 2000 DLJ MERCHANT BANKING PARTNERS, L.P. By: DLJ Merchant Banking, Inc. Managing General Partner By: /s/ Ivy Dodes ———————————— Name: Ivy Dodes Principal DLJ INTERNATIONAL PARTNERS, C.V. By: DLJ Merchant Banking, Inc. Advisory General Partner By: /s/ Ivy Dodes ———————————— Name: Ivy Dodes Principal DLJ OFFSHORE PARTNERS, C.V. By: DLJ Merchant Banking, Inc. Advisory General Partner By: /s/ Ivy Dodes ———————————— Name: Ivy Dodes Principal DLJ MERCHANT BANKING FUNDING, INC. By: /s/ Ivy Dodes ———————————— Name: Ivy Dodes Vice President DLJ CAPITAL CORPORATION By: /s/ Arthur S. Zuckerman ———————————— Name: Arthur S. Zuckerman Authorized Signatory SPROUT GROWTH II, L.P. By: DLJ Capital Corporation, Managing General Partner By: /s/ Arthur S. Zuckerman ———————————— Name: ———————————- Title: ——————————— SPROUT CAPITAL VII, L.P. By: DLJ Capital Corporation, Managing General Partner By: /s/ Arthur S. Zuckerman ———————————— Name: Arthur S. Zuckerman Authorized Signatory SPROUT CEO FUND, L.P. By: DLJ Capital Corporation, Managing General Partner By: /s/ Arthur S. Zuckerman ———————————— Name: Arthur S. Zuckerman Authorized Signatory DLJ FIRST ESC, L.P. By: DLJ LBO Management Corporation, its General Partner By: /s/ Ivy Dodes ———————————— Name: Ivy Dodes Principal COMMVAULT SYSTEMS, INC. By: /s/ N. Robert Hammer ———————————— Name: N. Robert Hammer Title: President