AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                           OF COMMVAULT SYSTEMS, INC.
 
      CommVault Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
 
      A. The name of the corporation is CommVault Systems, Inc. The Corporation
was originally incorporated under the name CV Systems, Inc. and the original
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on April 19, 1996.
 
      B. This Certificate of Incorporation has been duly adopted in accordance
with Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware by the Board of Directors and the Stockholders of the Corporation.
 
      C. This Amended and Restated Certificate of Incorporation restates,
integrates and amends the Amended and Restated Certificate of Incorporation of
this Corporation such that the text of the Amended and Restated Certificate of
Incorporation shall now read in its entirety as follows:
 
                                   ARTICLE I
 
      The name of the Corporation is CommVault Systems, Inc.
 
                                   ARTICLE II
 
      The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County
of New Castle, Delaware 19808. The name of its registered agent at such address
is The Prentice-Hall Corporation System, Inc.
 
                                  ARTICLE III
 
      The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
Delaware.
 
                                   ARTICLE IV
 
Authorized Capital. The Corporation is authorized to issue two classes of stock,
designated "Preferred Stock" and "Common Stock." The total number of shares
which the Corporation shall have authority to issue is 300,000,000, of which
250,000,000 shares shall be Common Stock, with a par value of $0.01 per share,
and 50,000,000 shares shall be Preferred Stock, with a par value of $0.01 per
share.
 
Preferred Stock. The Preferred Stock may be issued from time to time in one or
more series pursuant to a resolution or resolutions providing for such issue
duly adopted by the Board of Directors (authority to do so being hereby
expressly vested in the Board of Directors). The Board
 
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of Directors is further authorized to, by filing a certificate pursuant to the
General Corporation Law of the State of Delaware, determine or alter the
designation, powers, privileges, preferences and rights of the shares of each
such series and the qualifications, limitations and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The Board of Directors, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares in any such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.
 
Common Stock. Except as otherwise provided in this Certificate of Incorporation
or by applicable law, the holders of Common Stock shall be entitled to vote on
each matter on which the stockholders of the Corporation shall be entitled to
vote, and each holder of Common Stock shall be entitled to one vote for each
share of such stock held by such holder. Each share of Common Stock issued and
outstanding shall be identical in all respects one with the other, and no
dividends shall be paid on any shares of Common Stock unless the same dividend
is paid on all shares of Common Stock outstanding at the time of such payment.
Except for and subject to those rights expressly granted to the holders of
shares of Preferred Stock, or except as may be provided by the laws of the State
of Delaware, the holders of Common Stock shall have exclusively all other rights
of stockholders including, but not by way of limitation, (a) the right to
receive dividends, when and as declared by the Board of Directors out of assets
lawfully available therefor, and (b) in the event of any distribution of assets
upon a liquidation or otherwise, the right to receive ratably and equally all
the assets and funds of the Corporation remaining after the payment to the
holders of shares of Preferred Stock of the specific amounts which they are
entitled to receive upon such liquidation.
 
Ownership. The Corporation shall be entitled to treat the person in whose name
any share of its stock is registered as the owner thereof for all purposes and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have notice thereof, except as expressly provided by applicable law.
 
                                   ARTICLE V
 
      Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
 
                                   ARTICLE VI
 
      (a) The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which constitute the whole Board of Directors of the Corporation shall be
designated in the Bylaws of the Corporation.
 
      (b) The Board of Directors shall be divided into three classes, as nearly
equal in size as possible, designated as Class I, Class II and Class III,
respectively. Directors shall initially be assigned to each class in accordance
with a resolution or resolutions adopted by the Board of Directors. At the first
annual meeting of stockholders following the date hereof, the term of office of
the Class I directors shall expire and Class I directors shall be elected for a
full term of
 
 
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three years. At the second annual meeting of stockholders following the date
hereof, the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the third annual
meeting of stockholders following the date hereof, the term of office of the
Class III directors shall expire and Class III directors shall be elected for a
full term of three years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three years to succeed the
directors of the class whose terms expire at such annual meeting.
 
      (c) Notwithstanding the foregoing provisions of this Article VI, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal. No decrease in the number of
directors constituting the Board of Directors shall shorten the term of any
incumbent director.
 
      (d) Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes shall be filled by the
affirmative vote of a majority of the remaining directors then in office, even
though less than a quorum of the Board of Directors and not by the stockholders.
Newly created directorships resulting from any increase in the number of
directors shall be filled by the affirmative vote of the directors then in
office, even though less than a quorum of the Board of Directors and not by the
stockholders. Any director elected in accordance with this Article VI (d) shall
hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.
 
      (e) Any director, or the entire Board of Directors, may be removed from
office at any time only for cause by the affirmative vote of the holders of at
least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of
the then-outstanding shares of the Voting Stock, voting together as a single
class. As used herein, the term "Voting Stock" means the voting power of the
then outstanding shares of voting stock of the corporation entitled to vote
generally in the election of directors.
 
                                  ARTICLE VII
 
      The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and except as provided in the next sentence of
this Article VII and Article IX, all rights conferred upon the stockholders,
directors or any other persons herein are granted subject to this right.
Notwithstanding any other provisions of this Certificate of Incorporation or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock required by law, this Certificate of Incorporation or
any Preferred Stock Designation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to alter, amend or repeal Article VI, this Article VII,
Article VIII, Article XI, Article XII and Article XIII.
 
 
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                                  ARTICLE VIII
 
      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.
 
                                   ARTICLE IX
 
      (a) To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or as may hereafter be amended, no director
of the Corporation or any subsidiary of the Corporation shall be personally
liable to the Corporation or its stockholders and shall otherwise be indemnified
by the Corporation for monetary damages for breach of fiduciary duty as a
director of the Corporation, any predecessor of the Corporation or any
subsidiary of the Corporation.
 
      (b) The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that such person, such person's testator or intestate is or was a director or
officer of the Corporation, any predecessor of the Corporation or any subsidiary
of the Corporation or serves or served at any other enterprise as a director or
officer at the request of the Corporation, any predecessor to the Corporation or
any subsidiary of the Corporation.
 
      (c) Neither any amendment nor repeal of this Article IX, nor the adoption
of any provision of the Corporation's Certificate of Incorporation inconsistent
with this Article IX shall eliminate or reduce the effect of this Article IX, in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article IX, would accrue or arise, prior to such
amendment, repeal, or adoption of an inconsistent provision.
 
                                   ARTICLE X
 
      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision of applicable law) outside of
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws of the Corporation. No action
shall be taken by the stockholders of the Corporation except at an annual or
special meeting of the stockholders called in accordance with the Bylaws of the
Corporation.
 
                                   ARTICLE XI
 
      Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation. Except as otherwise required by law, special
meetings of the stockholders may be called only by (i) the Board of Directors
pursuant to a resolution approved by the affirmative vote of a majority of the
directors then in office, (ii) the Chairman of the Board, if one is elected, or
(iii) the Chief Executive Officer. Only those matters set forth in the notice of
the special meeting may be considered or acted upon at such special meeting,
unless otherwise provided by law.
 
 
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                                  ARTICLE XII
 
      Stockholders shall not be entitled to cumulative voting rights for the
election of directors.
 
                                  ARTICLE XIII
 
      The Board of Directors of the Corporation, when evaluating any offer of
another person to (A) make a tender or exchange offer for any equity security of
the Corporation, (B) merge or consolidate the Corporation with another
corporation or entity or (C) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, may, in connection with the
exercise of its judgment in determining what is in the best interest of the
Corporation and its stockholders, give due consideration to all relevant
factors, including, without limitation, those factors that Directors of any
subsidiary of the Corporation may consider in evaluating any action that may
result in a change or potential change in the control of the subsidiary, the
social and economic effect of acceptance of such offer on the Corporation's
present and future customers, creditors, suppliers and employees and on the
communities in which the Corporation operates or is located and the ability of
the Corporation to fulfill its corporate objective under applicable laws and
regulations and a comparison of the proposed consideration to be received by
stockholders in relation to the then current market price of the Corporation's
capital stock.
 
 
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      IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by N. Robert Hammer, its Chairman and Chief Executive Officer, and
attested by Warren H. Mondschein, its Secretary, the ____ day of __________,
2006.
 
                                     COMMVAULT SYSTEMS, INC.
 
 
 
                                     By:
                                         ---------------------------------------
                                         Name:  N. Robert Hammer
                                         Chairman and Chief Executive Officer