S-1

As filed with the Securities and Exchange Commission on January 6, 2012

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INFOBLOX INC.

(Exact name of Registrant as specified in its charter)

Delaware	7389	20-0062867
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification no.)

4750 Patrick Henry Drive

Santa Clara, CA 95054

(408) 625-4200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Robert D. Thomas

President and Chief Executive Officer Infoblox Inc.

4750 Patrick Henry Drive

Santa Clara, CA 95054

(408) 625-4200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Laird H. Simons III, Esq. William L. Hughes, Esq. Larissa Schwartz, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500 Jeffrey D. Saper, Esq. Rezwan D. Pavri, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”), check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨                     

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering  Price(1)	Amount of Registration Fee
Common stock, par value $0.0001 per share .	$125,000,000	$14,325

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued January 6, 2012

                 Shares

COMMON STOCK

Infoblox Inc. is offering                 shares of its common stock and the selling stockholders are offering                 shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price of our common stock will be between $         and $         per share.

We intend to apply for listing of our common stock on the New York Stock Exchange under the symbol “BLOX.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 11.

PRICE $         A SHARE

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Infoblox	Proceeds to Selling Stockholders
Per share	$	$	$	$
Total	$	$	$	$

We and the selling stockholders have granted the underwriters the right to purchase up to an additional                 shares of common stock to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on                     , 2012.

MORGAN STANLEY	GOLDMAN, SACHS & CO.
UBS INVESTMENT BANK

PACIFIC CREST SECURITIES JMP SECURITIES MORGAN KEEGAN

                    , 2012

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		35
Use of Proceeds		36
Dividend Policy		36
Capitalization		37
Dilution		39
Selected Consolidated Financial Data		41
Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Business		79
Management		97

	Page
Executive Compensation		104
Transactions with Related Parties, Founders and Control Persons		126
Principal and Selling Stockholders		127
Description of Capital Stock		130
Shares Eligible for Future Sale		135
Material United States Federal Income Tax Consequences to Non-U.S. Holders		138
Underwriters		142
Legal Matters		147
Experts		147
Where You Can Find More Information		147
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we, the selling stockholders nor any of the underwriters have authorized anyone to provide you with additional or different information. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free-writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Until                 , 2012 (25 days after commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read the entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before investing in our common stock. Our fiscal year ends on July 31, and references throughout this prospectus to a given year are to our fiscal year ended on that date.

Infoblox Inc.

We are a leader in automated network control and provide an appliance-based solution that enables dynamic networks and next-generation data centers. Our solution combines real-time IP address management with the automation of key network control and network change and configuration management processes in purpose-built physical and virtual appliances. It is based on our proprietary software that is highly scalable and automates vital network functions, such as IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. In addition, our solution leverages our real-time distributed network database to provide “always-on” access to network control data through a scalable, redundant and reliable architecture.

Dynamic networks enable on-demand connection and configuration of devices and applications and allow organizations to, among other things, accelerate service delivery and enhance the value of virtualization and cloud computing. To create dynamic networks, organizations need automated network control, which allows real-time network discovery and visibility, scalability, device configuration and policy implementation, and thus enables flexibility and improves the reliability of expanding networks. Our solution allows our end customers to create dynamic networks and to address burgeoning growth in the number of network-connected devices and applications, manage complex networks efficiently and capture more fully the value from virtualization and cloud computing.

We sell our integrated appliance and software solution primarily through channel partners to end customers of various sizes and across a wide range of industries. Our appliances have been sold to more than 5,000 end customers, including Adobe, Barclays, Best Buy, Boeing, Caterpillar, the Federal Aviation Administration, IBM, Johnson & Johnson, KDDI, Quest Diagnostics, Reuters, the Royal Bank of Canada, Staples, TIMPO, U.S. Customs and Border Protection and Vodafone.

We have experienced rapid growth in recent periods. Our net revenue increased from $61.7 million in 2009 to $132.8 million in 2011, representing a compounded annual growth rate of 46.7%, and our cash flows from operating activities increased from $1.2 million to $21.5 million over that same period. Our net revenue increased from $29.2 million during the three months ended October 31, 2010 to $39.4 million during the three months ended October 31, 2011, representing a 34.9% increase. We also generated $2.2 million of cash flows from operating activities during each three month period ended October 31, 2010 and 2011. In 2010 and during the three months ended October 31, 2010, we had net income of $7.0 million and $0.2 million. In 2009 and 2011 and during the three months ended October 31, 2011, we had net losses of $10.4 million, $5.3 million and $1.8 million. As of October 31, 2011, we had an accumulated deficit of $101.7 million.

Industry Background

Dynamic networks are essential to the performance of data centers and increasingly rely on the Internet Protocol, or IP. Organizations are deploying dynamic networks to enable next-generation data centers that utilize virtualization, cloud computing, software-as-a-service and high-speed networking to cost-effectively support

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numerous business critical operations. Organizations have upgraded the performance of their networking hardware, such as switches and routers, but generally have not upgraded their network control, which is the infrastructure and software that control the operation of the network. The importance of network control grows as networks increase in scale and complexity because of the rapid growth in the number of devices and software applications requiring network connectivity, the consumerization of Information Technology, or IT, the adoption of next-generation IP protocols and the proliferation of virtualization and cloud computing.

Factors Creating a Need for Automated Network Control

The objective of network control is to establish and maintain reliable device and application connectivity to the network by performing a number of complex functions and processes, including IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. Historically, organizations have implemented network control using legacy approaches such as basic protocol servers, unsupported internally-developed software, spreadsheets and other manual processes involving routine, repetitive and error-prone tasks. Organizations need automated network control to create dynamic networks. This need is driven by a number of trends, including the following:

• Rapid growth in the number and types of devices that require network connections;

• Rapid growth in the number of network-connected software applications, resulting in increased frequency of requests for IP locations;

• Demand for next-generation data centers that utilize virtualization and cloud computing and the need to deliver and scale services in real-time;

• Challenges of IP version 6, or IPv6, implementation due to the complexity of this protocol and the need for it to coexist with IP version 4, or IPv4; and

• Demand for personal consumer device connectivity to the networks of organizations.

Challenges of Legacy Network Control Approaches

As the above trends lead to increased network complexity, the following challenges of legacy approaches to network control are becoming more acute:

• Long Time to Value. Many organizations are seeking to reduce the time required to place IT infrastructure into service to support their business needs, in part through the use of virtualization and cloud computing. Legacy approaches to network control can be time consuming and therefore may limit an organization’s ability to respond to new revenue opportunities and implement cost reduction strategies.

• Limited Availability. A network may become unavailable as a result of faults, security attacks or other disruptions caused by data loss, configuration errors or lack of name recognition and inaccurate IP addresses. Legacy network control approaches were not designed to meet the availability requirements of dynamic networks and make networks more susceptible to failures, security attacks and outages.

• High Total Cost of Ownership. Legacy network control approaches generally require organizations to make significant investments in experienced IT personnel capable of managing the availability and improving the performance of their networks. The additional complexity of IPv6 will increase the need for IT personnel because protocols will become more complicated and IT personnel will have to manage multiple IP protocols with manual processes.

• Limited Performance. As more applications and devices connect to the network, they are increasingly dependent upon the performance of connection protocols. Legacy network control approaches are unable to process the increasing volume of requests for configuration change, IP addresses and domain names, thereby causing applications and devices to have inconsistent access to the network.

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• Limited Scalability. Legacy network control approaches generally limit scalability since they rely in part on manual processes and internally-developed software. This constrains the number of devices that can be connected to the network and limits the scalability of network capacity and functionality.

• Difficult to Use. Legacy network control approaches are complex and generally require experienced IT personnel capable of using existing tools and undocumented processes to coordinate manual updates and configuration changes to a network, as well as to manage compliance standards and policies. As a result, organizations frequently must deploy their most experienced IT personnel for network control rather than for strategic business priorities.

Market Opportunity for Automated Network Control

We believe that the market opportunity for automated network control can be estimated based on the significant expenditures that organizations make deploying millions of protocol servers, application change and configuration management software, and IP address management tools, and for ongoing associated labor costs. To make the transition to next-generation data centers that rely on dynamic networks, organizations need to replace legacy approaches to network control with purpose-built automated network control solutions. We believe that the market for automated network control will grow as more end customers replace their legacy network control with automated solutions that enable dynamic networks.

Our Solution

Our appliance-based solution combines real-time IP address management with the automation of key network control and network change and configuration management processes in purpose-built physical and virtual appliances. It is based on our proprietary software that is highly scalable and automates vital network functions, such as IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. In addition, our solution leverages our Grid technology, which utilizes our real-time distributed network database to provide “always-on” access to network control data through a scalable, redundant and reliable architecture. Grid enables end customers to manage network information, including millions of IP addresses, and to configure, back up, restore and upgrade thousands of appliances globally from a single point of control.

Key customer benefits of our solution include:

• Rapid Time to Value. Our automated network control solution allows our end customers to operate their networks in real-time and to introduce IT infrastructure rapidly by propagating network configuration data instantly. This enables our end customers to accelerate business imperatives, including applications that may enhance revenue or decrease expenditures.

• High Availability. Our solution ensures high network availability through a distributed network database that maintains system redundancy and security across multiple connected appliances and locations. This makes the network less susceptible to failures, security attacks and outages.

• Cost Effective. Our technologies automate routine, repetitive and complex network configuration operations, eliminate many error-prone tasks and manual processes and provide a single point of control. Our solution also addresses the complexity of IPv6. This allows our end customers to reduce the operational costs of configuring and maintaining the network by employing fewer and less expensive IT personnel to perform network control tasks.

• High Performance. Our purpose-built physical and virtual appliances provide high performance and real-time processing of configuration change requests and connection protocols, such as the domain name system, or DNS, and the dynamic host configuration protocol, or DHCP. For example, our

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Trinzic 4010 hardware appliance can deliver up to 200,000 DNS queries per second. We believe that this performance is significantly faster than legacy approaches.

• High Scalability. Our solution leverages our real-time, distributed network database to enable up to 12,500 of our physical and virtual appliances to operate as a single, unified system that can replicate and distribute data in real-time.

• Easy to Use. Our solution offers intuitive graphical user interfaces to guide inexperienced IT personnel through complex workflows. It enables our end customers to configure, back up, restore and upgrade thousands of appliances globally from a single point of control, often with a single click. In addition, our solution enables organizations to place network hardware components into service and manage ongoing compliance reporting requirements easily by maintaining and updating device configurations and policies centrally.

Our Growth Strategy

The following are key elements of our growth strategy:

• Extend Our Technology Leadership Position. We intend to leverage our leadership position and time to market advantage by continuing to define the market requirements for automated network control. We also plan to continue to invest in research and development to help our end customers achieve the full benefits of virtualization and cloud computing through network automation technology.

• Strategically Expand Our Product Portfolio. Our close relationships with our end customers provide us with valuable insights into end customer needs, deployment demands and market trends, and we plan to continue to leverage this information to develop and enhance our product offerings. In addition, we expect to expand into adjacent markets through organic development, strategic technology partnerships and selective acquisitions.

• Extend Our Reach and Add New End Customers. We intend to target new end customers by continuing to invest in our sales force, deepening our engagement with our current channel partners and establishing relationships with new channel partners.

• Up-Sell Additional Products into Our Growing End Customer Base. We intend to continue to develop our marketing and sales capabilities to encourage the adoption of new products by our large installed base of end customers.

• Expand Channel Relationships to Accelerate Adoption of Our Solution. We intend to increase the productivity of our channel partners through product education, sales training and support training. In addition, we intend to leverage and work with service providers to distribute our solution through product resale and managed service offerings.

Risks Affecting Us

Our business is subject to numerous risks and uncertainties of which you should be aware before making an investment decision. These risks and uncertainties are discussed more fully in the section of this prospectus entitled “Risk Factors” and include, but are not limited to, the following:

• We have a history of losses, and we may not become profitable or maintain profitability;

• Our recent growth rates may not be indicative of our future growth, and we may not continue to grow at our recent pace or at all;

• The developing and rapidly evolving nature of our business and the markets in which we operate may make it difficult to evaluate our business;

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• Our net revenue and operating results could vary significantly from period to period and be unpredictable, which could cause the market price of our common stock to decline;

• Sales of our Trinzic Enterprise family of products generate most of our products and licenses revenue, and if we are unable to continue to grow sales of these products, our operating results and profitability will suffer;

• The demand for our solution and corresponding sales of our products may not grow as we expect; and

• We compete in highly competitive markets, and competitive pressures from existing and new companies may adversely impact our business and operating results.

We were originally incorporated in Illinois in February 1999 and reincorporated in Delaware in May 2003. Our principal executive offices are located at 4750 Patrick Henry Drive, Santa Clara, California 95054, and our telephone number is (408) 625-4200. Our website address is www.infoblox.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. Unless otherwise indicated, the terms “Infoblox,” “we,” “us” and “our” refer to Infoblox Inc., a Delaware corporation, together with its consolidated subsidiaries.

Infoblox is our registered trademark in the United States, and the Infoblox logo and all of our product names are our trademarks. Other trademarks appearing in this prospectus are the property of their respective holders.

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THE OFFERING

Common stock offered by us	shares
Common stock offered by the selling stockholders	shares
Common stock to be outstanding after this offering	shares
Over-allotment option	shares
Use of proceeds	We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be approximately $         million (or approximately $         million if the underwriters’ option to purchase additional shares in this offering is exercised in full), based upon an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares by the selling stockholders.
	We expect to use the net proceeds that we receive from this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, products, services, technologies or other assets. See “Use of Proceeds.”
Proposed NYSE symbol	“BLOX”

The number of shares of our common stock to be outstanding after this offering is based upon the number of shares of our common stock outstanding as of October 31, 2011 and does not include:

• 32,757,915 shares of our common stock issuable upon the exercise of stock options outstanding as of October 31, 2011, with a weighted-average exercise price of $1.70 per share;

• 751,337 shares of our common stock issuable upon the exercise of stock options granted after October 31, 2011, with a weighted-average exercise price of $3.26 per share;

• 1,178,988 shares of our common stock issuable upon the exercise of warrants outstanding as of October 31, 2011, with a weighted-average exercise price of $0.24 per share; and

•                  shares of our common stock reserved for future issuance under our 2012 Equity Incentive Plan and our 2012 Employee Stock Purchase Plan, each of which will become effective on the first day that our common stock is publicly traded and contains provisions that automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

Except as otherwise indicated, all information in this prospectus assumes:

• the automatic conversion of all outstanding shares of our preferred stock into 80,524,193 shares of our common stock upon the closing of this offering;

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• the conversion of all outstanding warrants to purchase shares of preferred stock into warrants to purchase a like number of shares of common stock upon the closing of this offering;

• a    -for-    split of our common stock, to be effective immediately prior to the closing of this offering;

• the effectiveness of our restated certificate of incorporation and restated bylaws upon the closing of this offering; and

• no exercise by the underwriters of their option to purchase up to an additional                      shares of our common stock from us and                      shares of our common stock from the selling stockholders in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following tables summarize our consolidated financial data. We derived the summary consolidated statement of operations data for the years ended July 31, 2009, 2010 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the unaudited summary consolidated statement of operations data for the three months ended October 31, 2010 and 2011, and the unaudited summary consolidated balance sheet data as of October 31, 2011, from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our results for the three months ended October 31, 2011 are not necessarily indicative of the operating results to be expected for the full year ending July 31, 2012 or any other period. You should read the following summary consolidated financial data in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
	(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Net revenue:
Products and licenses	$	35,358		$	65,849		$	80,274		$	17,963		$	22,691
Services		26,355			36,319			52,561			11,214			16,664
Total net revenue		61,713			102,168			132,835			29,177			39,355
Cost of revenue(1):
Products and licenses		9,036			13,770			16,652			3,469			4,694
Services		6,120			8,183			12,187			2,514			3,571
Total cost of revenue		15,156			21,953			28,839			5,983			8,265
Gross profit		46,557			80,215			103,996			23,194			31,090
Operating expenses:
Research and development(1)		15,396			18,066			29,605			5,879			8,906
Sales and marketing(1)		34,685			45,413			67,390			14,759			19,673
General and administrative(1)		6,553			8,380			10,831			2,110			3,677
Total operating expenses		56,634			71,859			107,826			22,748			32,256
Income (loss) from operations		(10,077	)		8,356			(3,830	)		446			(1,166	)
Other income (expense):
Interest income, net		35			13			40			7			11
Other expense, net		(98	)		(370	)		(730	)		(124	)		(179	)
Total other income (expense)		(63	)		(357	)		(690	)		(117	)		(168	)
Income (loss) before provision for income taxes		(10,140	)		7,999			(4,520	)		329			(1,334	)
Provision for income taxes		276			1,011			802			123			435
Net income (loss)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)
Net income (loss) attributable to common stockholders(2):
Basic	$	(10,416	)	$	101		$	(5,322	)	$	—		$	(1,769	)
Diluted	$	(10,416	)	$	124		$	(5,322	)	$	—		$	(1,769	)

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	Years Ended July 31,								Three Months Ended October 31,
	2009			2010		2011			2010		2011
									(Unaudited)
	(In thousands, except share and per share data)
Net income (loss) per share attributable to common stockholders(2):
Basic	$	(0.50	)	$	0.00	$	(0.18	)	$	0.00	$	(0.05	)
Diluted	$	(0.50	)	$	0.00	$	(0.18	)	$	0.00	$	(0.05	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders(2):
Basic		20,899,345			23,302,547		29,800,085			28,535,022		33,109,569
Diluted		20,899,345			30,842,642		29,800,085			40,882,444		33,109,569
Pro forma net loss per share attributable to common stockholders (unaudited)(2):
Basic and diluted						$	(0.05	)			$	(0.02	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders (unaudited)(2):
Basic and diluted							110,324,278					113,633,762

(1) Results above include stock-based compensation as follows:

	Years Ended July 31,						Three Months Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
	(In thousands)
Stock-based compensation:
Cost of revenue	$	102	$	146	$	283	$	58	$	99
Research and development		440		580		1,126		240		358
Sales and marketing		606		1,311		2,546		736		810
General and administrative		312		651		1,178		288		425
Total stock-based compensation	$	1,460	$	2,688	$	5,133	$	1,322	$	1,692

(2) Please see note 13 of our notes to the consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net income (loss) per share attributable to common stockholders and our pro forma net loss per share attributable to common stockholders.

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	As of October 31, 2011
	Actual			Pro Forma(1)		Pro Forma  as Adjusted(2)
				(Unaudited) (In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	43,526		$	43,526	$
Working capital		9,786			9,786
Total assets		122,874			122,874
Deferred revenue, net—current and long-term		65,195			65,195
Convertible preferred stock warrant liability		398			—		—
Convertible preferred stock		107,506			—		—
Total stockholders’ equity (deficit)		(68,722	)		39,182

(1) The pro forma column reflects (i) the conversion of all outstanding shares of our convertible preferred stock into 80,524,193 shares of our common stock upon the closing of this offering and (ii) the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital.

(2) The pro forma as adjusted column reflects the items described in footnote 1 and the receipt of $        in net proceeds from our sale of                 shares of common stock in this offering at an assumed initial public offering price of $        per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase or decrease in the assumed initial public offering price of $        per share would increase or decrease our pro forma as adjusted cash and cash equivalents, working capital, total assets and total stockholders’ equity (deficit) by $        million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below before making a decision to invest in our common stock. Our business, operating results, financial condition or prospects could be materially and adversely affected by any of these risks and uncertainties. In that case, the trading price of our common stock could decline and you might lose all or part of your investment. In addition, the risks and uncertainties discussed below are not the only ones we face. Our business, operating results, financial performance or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. In assessing the risks and uncertainties described below, you should also refer to the other information contained in this prospectus before making a decision to invest in our common stock.

Risks Related to Our Business and Industry

We Have a History of Losses, and We May Not Become Profitable or Maintain Profitability.

Since our inception in 1999, we have incurred a net loss in each fiscal year except 2010, including a net loss of $5.3 million in 2011. During the three months ended October 31, 2011, we incurred a net loss of $1.8 million. As a result, we had an accumulated deficit of $101.7 million at October 31, 2011. We may not become profitable in the future or may be unable to maintain any profitability achieved if we fail to increase our net revenue and manage our expenses or if we incur unanticipated liabilities. Revenue growth may slow or revenue may decline for a number of reasons, including slowing demand for our products or services, increasing competition, the timing of revenue recognition, lengthening sales cycles, decelerating growth of, or declines in, our overall market, or our failure to capitalize on growth opportunities or to introduce new products and services. In addition, we expect that our operating expenses, including stock-based compensation, will continue to increase in all areas as we seek to grow our business and as we assume the reporting requirements and compliance obligations of a public company. Any failure by us to achieve and maintain profitability could cause the price of our common stock to decline significantly.

Our Recent Growth Rates May Not Be Indicative of Our Future Growth, and We May Not Continue to Grow at Our Recent Pace or at All.

Our continued business and revenue growth will depend, in part, on our ability to continue to sell our products to new end customers, sell additional products to our existing end customers, introduce new products or enhancements and increase our share of and compete successfully in new, growing markets, and we may fail to do so. You should not consider our recent growth rate in net revenue as indicative of our future growth.

The Developing and Rapidly Evolving Nature of Our Business and the Markets in Which We Operate May Make it Difficult to Evaluate Our Business.

We were founded in 1999 and since inception have been creating products for the developing and rapidly evolving market for automated network control. Our initial products were appliances that supported reliable connectivity to networks. We have expanded our product focus through internal development and recent acquisitions of products and technologies. Acquisitions such as our acquisition of Netcordia, Inc. in May 2010 may cause uncertainties related to their integration into our business. In addition, we may have difficulty in our business and financial planning because of the developing nature of the markets in which we operate and the evolving nature of our business. Because we depend in part on market acceptance of our products, it is difficult to evaluate trends that may affect our business and whether our expansion will be profitable. Thus, any predictions about our future revenue and expenses may not be as accurate as they would be if our business and market were more mature and stable.

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Our Net Revenue and Operating Results Could Vary Significantly From Period to Period and Be Unpredictable, Which Could Cause the Market Price of Our Common Stock to Decline.

The sale and licensing of our products generates a majority of our net revenue. The timing of sales and licensing of products can be difficult to predict and can result in significant fluctuations in our net revenue from period to period. Our operating results have fluctuated significantly in the past, and may continue to fluctuate in the future, as a result of a variety of factors, many of which are outside of our control. As a result, comparing our net revenue and operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.

We have based our current and projected future expense levels on our operating plans and sales forecasts, and our operating costs are relatively fixed in the short term. As a result, we may not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in net revenue, and even a small shortfall in net revenue could disproportionately and adversely affect our financial results for a given quarter.

It is possible that our operating results in some periods may be below market expectations. This would likely cause the market price of our common stock to decline. In addition to the other risk factors listed in this section, our operating results may be affected by a number of factors, including:

• the timing of sales of our products and services, particularly large sales;

• the inherent complexity, length and associated unpredictability of our sales cycles, including the varying budgetary cycles and purchasing priorities of our end customers;

• the timing of revenue recognition as a result of guidance under accounting principles generally accepted in the United States;

• fluctuations in demand for our products and services, including seasonal variations;

• the timing of the resale of our products sold to distributors, for which we generally recognize revenue upon reported sell-through;

• the mix of our products and services sold and distribution channels through which our products and services are sold;

• the timing and success of changes in our product offerings or those of our competitors;

• changes in our or our competitors’ pricing policies or sales terms;

• the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;

• our ability to control costs, including the costs of our third-party manufacturers;

• the ability to obtain sufficient supplies of components at acceptable prices, or at all;

• the timing of costs related to the development or acquisition of technologies or businesses;

• our inability to complete or integrate efficiently any acquisitions that we may undertake;

• changes in the regulatory environment for our products domestically and internationally;

• claims of intellectual property infringement against us and any resulting temporary or permanent injunction prohibiting us from selling our products or requirement to pay damages or expenses associated with any of those claims; and

• general economic conditions in our domestic and international markets.

Further, as a result of end customer buying patterns and sales cycles, we often recognize a substantial portion of our net revenue in the last month and frequently in the last two weeks of a quarter. As a result, at the

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beginning of a quarter, we have limited visibility into the level of sales that will be made in that quarter. If expected net revenue at the end of any quarter is reduced or delayed for any reason, including, among other things, the failure of anticipated purchase orders to materialize, our inability to deliver products prior to quarter-end to fulfill purchase orders received near the end of the quarter, our failure to manage inventory properly in a way to meet demand, or our inability to release new products on schedule, our net revenue and operating results for that quarter could be materially and adversely affected.

As a result of the foregoing factors, our operating results in one or more future periods may fail to meet or exceed our projections or the expectations of securities analysts or investors. In that event, the trading price of our common stock would likely decline.

Sales of Our Trinzic Enterprise Family of Products Generate Most of Our Products and Licenses Revenue, and if We are Unable to Continue to Grow Sales of These Products, Our Operating Results and Profitability Will Suffer.

Historically, we have derived substantially all of our products and licenses revenue from sales of products in our Trinzic Enterprise family and their predecessors, and we expect to continue to derive a significant majority of our products and licenses revenue from sales of our Trinzic Enterprise family of products for the foreseeable future. A decline in the price of these products and related services, whether due to competition or otherwise, or our inability to increase sales of these products, would harm our business and operating results more seriously than it would if we derived significant revenue from a variety of product lines and services. Our future financial performance will also depend upon successfully developing and selling enhanced versions of our Trinzic Enterprise family of products. If we fail to deliver product enhancements, new releases or new products that end customers want, it will be more difficult for us to succeed. In addition, our strategy depends upon our products being able to solve critical network management problems for our end customers. If our Trinzic Enterprise family of products is unable to solve these problems for our end customers or if we are unable to sustain the high levels of innovation in our Trinzic Enterprise product feature set needed to maintain leadership in what will continue to be a competitive market environment, our business and results of operations will be harmed.

The Demand For Our Automated Network Control Solution and Related Services May Not Grow as We Expect.

The demand for automated network control depends upon the increasing size and complexity of networks, which may be driven by the rapid growth of new network connected devices and applications, the adoption of IP version 6, or IPv6, and the proliferation of virtualization and cloud computing. The market for automated network control products has increased in recent years as organizations have deployed more devices and applications on their networks and increased the number of virtual machines in use. Our business plan assumes that the demand for automated network control will increase based on the foregoing factors. Ultimately, however, the factors driving demand for automated network control may not develop as quickly as we anticipate, or at all, and the growth of our business and results of operations may be adversely affected.

If We are Unable to Attract New End Customers or to Sell Additional Products to Our Existing End Customers, Our Revenue Growth Will be Adversely Affected and Our Net Revenue Could Decrease.

To increase our net revenue, we must continually add new end customers and sell additional products to existing end customers. In recent periods, we have been adding personnel and other resources to our sales function as we focus on growing our business, entering new markets and increasing our market share, and we expect to incur significant additional expenses in expanding our sales and development personnel and our international operations in order to achieve revenue growth. The return on these and future investments may be lower, or may be realized more slowly, than we expect. If we do not achieve the benefits anticipated from our investments, or if the achievement of these benefits is delayed, our growth rates will decline and our operating results would likely be adversely affected.

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If We are Unable to Introduce New Products Successfully and To Make Enhancements To Existing Products, Our Growth Rates Would Likely Decline and Our Business, Results of Operations and Competitive Position Could Suffer.

We invest substantial amounts of time and resources in researching and developing new products and enhancing existing products by incorporating additional features, improving functionality and adding other improvements to meet end customers’ rapidly evolving demands in our highly competitive industry. We also invest in the acquisition of products that expand our offerings and help us enter into new growing markets, as we did when we expanded our product line and automation capabilities through our May 2010 acquisition of Netcordia. We often make these investments without being certain that they will result in products or enhancements that the market will accept or that they will expand our share of those markets. The sizes of the markets currently addressed by our products are not certain, and our ability to grow our business in the future may depend upon our ability to introduce new products or enhance and improve our existing products for those markets or entry into new markets. Our growth would likely be adversely affected if we fail to introduce these new products or enhancements or do not invest our development efforts in appropriate products or enhancements for significant new markets, or if these new products or enhancements do not attain market acceptance.

Our new products or enhancements could fail to attain sufficient market acceptance for many reasons, including:

• the timeliness of the introduction and delivery of our products or enhancements;

• our failure or inability to predict changes in our industry or end customers’ demands or to design products or enhancements that meet end customers’ increasing demands;

• defects, errors or failures in any of our products or enhancements;

• the inability of our products and enhancements to interoperate effectively with products from other vendors or to operate successfully in the networks of prospective end customers;

• negative publicity about the performance or effectiveness of our products or enhancements;

• reluctance of end customers to purchase products that incorporate elements of open source software;

• failure of our channel partners to market, support or distribute our products or enhancements effectively; and

• changes in government or industry standards and criteria.

Our products or enhancements may have limited value to us if they fail to achieve market acceptance, and there can be no assurance that our sales efforts will be effective or that we will realize a positive return on any of these investments, even if the resultant products or enhancements achieve market acceptance.

Our end customers expect timely introduction of new products and enhancements to respond to new feature requests. Since developing new products or new versions of, or add-ons to, our existing products is complex, the timetable for their commercial release is difficult to predict and may vary from historical experience, which could result in delays in their introduction from anticipated or announced release dates. We may not offer updates as rapidly as our end customers require or expect. If we do not respond to the rapidly changing needs of our end customers by developing and introducing on a timely basis new and effective products, features, upgrades and services that can respond adequately to their needs, our competitive position, business and growth prospects will be harmed.

We Compete in Rapidly Evolving Markets, and Our Failure to Respond Quickly and Effectively to Changing Market Requirements Could Cause Our Business and Key Operating Metrics to Decline.

The automated network control market is characterized by rapidly changing technology, changing customer needs, evolving industry standards and frequent introductions of new products and services. For example, in order to be competitive, our solution must be capable of operating with and managing an ever increasing array of

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network devices and an increasingly complex network environment. In some cases, the ability of our solution to interoperate with and manage third-party devices may require licenses from the device manufacturers or other third parties, and we may not be able to obtain necessary licenses on acceptable terms or at all. In addition, our solution must be compatible with industry standards for networks. As new networking devices are introduced and standards in the networking market evolve, we may be required to modify our products and services to make them compatible with these new devices and standards. Likewise, if our competitors introduce new products and services that compete with ours, we may be required to reposition our product and service offerings or to introduce new products and services in response to that competitive pressure. We may not be successful in modifying our current products or introducing new ones in a timely or appropriately responsive manner, or at all. If we fail to address these shifts in the competitive landscape successfully, our business and operating results could be materially harmed.

Our Sales Cycles Can Be Long and Unpredictable, and Our Sales Efforts Require Considerable Time and Expense. As a Result, Our Sales and Revenue Are Difficult to Predict and May Vary Substantially from Period to Period, Which May Cause Our Operating Results to Fluctuate Significantly.

The timing of our sales and revenue recognition is difficult to predict because of the length and unpredictability of our products’ sales cycles. A sales cycle is the period between initial contact with a prospective end customer and any sale of our products. End customer orders often involve the purchase of multiple products. These orders are complex and difficult to complete because prospective end customers generally consider a number of factors over an extended period of time before committing to purchase automated network control products, such as the solution we sell. End customers often view the purchase of our products as a significant and strategic decision and require considerable time to evaluate, test and qualify our products prior to making a purchase decision and placing an order. The length of time that end customers devote to their evaluation, contract negotiation and budgeting processes varies significantly. The length of our products’ sales cycles typically ranges from three to twelve months but can be more than eighteen months. During the sales cycle, we expend significant time and money on sales and marketing activities and make investments in evaluation equipment, all of which lower our operating margins, particularly if no sale occurs. Even if an end customer makes a decision to purchase our products, there are many factors affecting the timing of our recognition of revenue, which makes our revenue difficult to forecast. For example, there may be unexpected delays in an end customer’s internal procurement processes, particularly for some of our larger end customers for which our products represent a very small percentage of their total procurement activity. There are many other factors specific to end customers that contribute to the timing of their purchases and the variability of our revenue recognition, including the strategic importance of a particular project to an end customer, budgetary constraints and changes in their personnel. Even after an end customer makes a purchase, there may in some cases be circumstances or terms relating to the purchase that delay our ability to recognize revenue from that purchase. In addition, the significance and timing of our product enhancements, and the introduction of new products by our competitors, may also affect end customers’ purchases. For all of these reasons, it is difficult to predict whether a sale will be completed, the particular fiscal period in which a sale will be completed or the period in which revenue from a sale will be recognized. If our sales cycles lengthen, our net revenue could be lower than expected, which would have an adverse impact on our operating results and could cause our stock price to decline.

We Compete in Highly Competitive Markets, and Competitive Pressures From Existing and New Companies May Adversely Impact Our Business and Operating Results.

The markets in which we compete are highly competitive. We expect competition to intensify in the future as existing competitors and new market entrants introduce new products into our markets. This competition could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and our failure to increase, or the loss of, market share, any of which would likely seriously harm our business, operating results and financial condition. If we do not keep pace with product and technology advances and otherwise keep our product offerings competitive, there could be a material and adverse effect on our competitive position, revenue and prospects for growth.

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We compete with large technology integrators, such as BMC Software, Inc., EMC Corporation, Hewlett-Packard Company and International Business Machines Corporation, telecommunication equipment providers, such as Alcatel-Lucent and BT Group plc, and specialized technology providers, such as BlueCat Networks, Inc. We also seek to replace network control tools and processes in which end customers have made significant investments. These tools and processes may have been purchased or internally-developed based on open source software or other technology, and end customers may be reluctant to adopt a new solution that replaces or changes their existing tools and processes.

Many of our competitors are substantially larger and have greater financial, technical, research and development, sales and marketing, manufacturing, distribution and other resources and greater name recognition. We could also face competition from new market entrants, some of which might be our current technology partners. Many of our existing and potential competitors enjoy substantial competitive advantages, such as:

• longer operating histories;

• the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;

• broader distribution and established relationships with channel partners;

• access to larger end customer bases;

• greater end customer support;

• greater resources to make acquisitions;

• larger intellectual property portfolios;

• the ability to bundle competitive offerings with other products and services;

• less stringent accounting requirements, resulting in greater flexibility in pricing and terms; and

• lower labor and development costs.

As a result, increased competition could result in fewer end customer orders, price reductions, reduced operating margins and loss of market share. Our competitors also may be able to provide end customers with capabilities or benefits different or greater than those we can provide in areas such as technical qualifications or geographic presence, or to provide end customers a broader range of products, services and prices. In addition, large competitors may have more extensive relationships within existing and potential end customers that provide them with an advantage in competing for business with those end customers. Our ability to compete will depend upon our ability to provide a better solution than our competitors at a competitive price. We may be required to make substantial additional investments in research, development, marketing and sales in order to respond to competition, and there is no assurance that these investments will achieve any returns for us or that we will be able to compete successfully in the future.

We also expect increased competition if our market continues to expand. Conditions in our market could change rapidly and significantly as a result of technological advancements or other factors. In addition, current or potential competitors may be acquired by third parties that have greater resources available. As a result of these acquisitions, our current or potential competitors might take advantage of the greater resources of the larger organization to compete more vigorously or broadly with us. In addition, continued industry consolidation might adversely impact end customers’ perceptions of the viability of smaller and even medium-sized networking companies and, consequently, end customers’ willingness to purchase from those companies.

Adverse Economic Conditions May Adversely Impact Our Business.

Our business depends on the overall demand for IT and on the economic health of our current and prospective end customers. In addition, the purchase of our products is often discretionary and may involve a

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significant commitment of capital and other resources. The recent financial recession resulted in a significant weakening of the economy in the United States and Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity, deficit-driven austerity measures that continue to impact governments and educational institutions, and other difficulties that may affect one or more of the industries to which we sell our products and services. We believe that this economic downturn had an impact on our results of operations in 2009, and that our business in Europe continues to be adversely affected by weakness in current economic conditions. If economic conditions in the United States, Europe and other key markets for our products continue to remain uncertain or deteriorate further, many end customers may delay or reduce their IT spending. This could result in reductions in sales of our products and services, longer sales cycles, slower adoption of new technologies and increased price competition. Any of these events would likely harm our business, operating results and financial condition. In addition, there can be no assurance that IT spending levels will increase following any recovery.

We Base Our Inventory Purchasing Decisions on Our Forecasts of End Customer Demand, and if Our Forecasts are Inaccurate, Our Operating Results Could be Materially Harmed.

We place orders with our third-party manufacturers based on our forecasts of our end customers’ requirements and forecasts provided by our channel partners. These forecasts are based on multiple assumptions, each of which might cause our estimates to be inaccurate, affecting our ability to provide products to our customers. When demand for our products increases significantly, we may not be able to meet it on a timely basis, and we may need to expend a significant amount of time working with our customers to allocate limited supply and maintain positive customer relations, or we may incur additional costs to rush the manufacture and delivery of additional products. If we or our channel partners underestimate end customer demand, we may forego revenue opportunities, lose market share and damage our end customer relationships. Conversely, if we overestimate end customer demand, we may maintain more finished goods or raw materials inventory than we are able to sell when we expect to or at all. If our channel partners overestimate end customer demand, our channel partners may accumulate excess inventory, which could have the effect of reducing purchases from us in future quarters. As a result, we could have excess or obsolete inventory, resulting in a decline in its value, which would increase our cost of revenue and reduce our liquidity. Our failure to manage inventory accurately relative to demand would adversely affect our operating results.

We Rely on Our Channel Partners, Including Distributors, Integrators, Managed Service Providers and Value-Added Resellers. A Decrease in Their Sales of Our Products Would Materially and Adversely Affect Our Operating Results.

In 2009, 2010 and 2011 and during the three months ended October 31, 2010 and 2011, a significant majority of our net revenue was generated from sales through our channel partners, including third-party distributors, integrators, managed service providers and value-added resellers, or VARs, that market or sell networking equipment, software and other products and services to end customers. We expect these channel partners to continue to have a similar impact on our net revenue for the foreseeable future, as we invest in and expand our channel relationships, particularly those with large managed service providers. Accordingly, our future growth will depend in part on our channel partners’ ability to market and sell our products and services.

In general, our contracts with our channel partners do not contain minimum purchase commitments and allow them to exercise significant discretion regarding the promotion of our products and services, meaning our channel partners could cease to sell our products and services, choose to market, sell and support products and services that are competitive with ours or choose to devote more resources to the marketing, sales and support of those competitive products. As a result, our net revenue would decrease if our competitors were effective in providing incentives to existing and potential channel partners to favor their products over ours or to prevent or reduce sales of our products. Our net revenue might also be negatively affected by our failure to hire and retain sufficient qualified sales personnel internally since our channel partners depend on significant support from our internal sales personnel. Even if our channel partners actively and effectively promote our products and services,

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there can be no assurance that their efforts will result in growth of our net revenue. In addition, to the extent we fail to attract, train and maintain a sufficient number of high-quality channel partners, our business, operating results and financial condition could be materially and adversely affected. Recruiting and retaining qualified channel partners, particularly large managed service providers, is difficult. Training new channel partners regarding our technology and products requires significant time and resources, and it may take several months or more to achieve significant sales from new channel partners. We may also change our channel distribution model in one or more regions, such as by adding a distribution tier to our sales channel in North America to support our VARs, which change might not improve our channel partners’ effectiveness and could result in decreases to our gross margins and declining profitability. In order to develop and expand our distribution channels, we must continue to scale and improve our processes and procedures that support these channels, including investment in systems and training, and those processes and procedures may become increasingly complex and difficult to manage.

By relying on channel partners, we may in some cases have little contact with the end customers of our products, thereby making it more difficult for us to ensure proper delivery, installation and support of our products, service ongoing end customer requirements and respond to evolving end customer needs. In addition, our use of channel partners could subject us to lawsuits, potential liability and reputational harm if, for example, a sales channel partner misrepresents the functionality of our products or services to end customers or violates laws or our corporate policies. If we fail to manage our channel partners effectively, our business would be seriously harmed.

We are Exposed to the Credit Risk of Our Channel Partners and End Customers, Which Could Result in Material Losses and Negatively Impact Our Operating Results.

Most of our sales are on an open credit basis, with typical payment terms of 30 days. Because of local customs or conditions, payment terms may be longer in some circumstances and markets. If any of the channel partners or end customers responsible for a significant portion of our net revenue becomes insolvent or suffers a deterioration in its financial or business condition and is unable to pay for our products, our results of operations could be harmed.

Our Business Depends on End Customers Renewing Their Maintenance and Support Contracts. Any Decline in Maintenance Renewals Could Harm Our Future Operating Results.

We typically sell our products with maintenance and support as part of the initial purchase, and a substantial portion of our annual net revenue comes from renewals of maintenance and support contracts. Our end customers have no obligation to renew their maintenance and support contracts after the expiration of the initial period, and they may elect not to renew their maintenance and support contracts, to renew their maintenance and support contracts at lower prices through alternative channel partners or to reduce the product quantity under their maintenance and support contracts, thereby reducing our future net revenue from maintenance and support contracts. If our end customers do not renew their maintenance and support contracts or if they renew them on terms that are less favorable to us, our net revenue may decline and our business will suffer.

Our Ability to Sell Our Products is Highly Dependent on the Quality of Our Support and Services Offerings, and Our Failure to Offer High-Quality Support and Services Could Have a Material and Adverse Effect on Our Business and Results of Operations.

Once our products are deployed within our end customers’ networks, our end customers depend on our support organization and our channel partners to resolve any issues relating to our products. High-quality support is critical for the successful marketing and sale of our products. If we or our channel partners do not assist our end customers in deploying our products effectively, succeed in helping our customers resolve post-deployment issues quickly, or provide ongoing support, it could adversely affect our ability to sell our products to existing end customers and could harm our reputation with potential end customers. In addition, as we expand our

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operations internationally, our support organization will face additional challenges, including those associated with delivering support, training and documentation in languages other than English. Our failure or the failure of our channel partners to maintain high-quality support and services could have a material and adverse effect on our business and operating results.

Claims by Others That We Infringe Their Intellectual Property Rights Could Harm Our Business.

Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or channel partners for which we may be liable. We were recently involved in litigation of this kind with BlueCat Networks, Inc. and BlueCat Networks (USA), Inc. (or collectively BlueCat), one of our competitors. While we have settled this dispute and the parties have agreed, among other things, not to commence patent litigation for at least a five-year period, there can be no assurance that future litigation will not be initiated by the parties prior to the end of that period. See “Business—Legal Proceedings” for more detail about our recently settled litigations and the terms of settlement with BlueCat.

As our business expands, the number of products and competitors in our markets increases and product overlaps occur, infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we will be successful in defending ourselves against intellectual property claims. In addition, we currently have a more limited portfolio of issued patents than our major competitors, and therefore may not be able to utilize our intellectual property portfolio effectively to assert defenses or counterclaims in response to patent infringement claims or litigation brought against us by third parties. Further, litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenue and against which our potential patents may provide little or no deterrence. In addition, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing products or performing certain services. We could also be required to seek a license for the use of that intellectual property, which might not be available on commercially acceptable terms or at all. Alternatively, we might be required to develop non-infringing technology, which could require significant effort and expense and might ultimately not be successful.

Failure to Protect Our Intellectual Property Rights Could Adversely Affect Our Business.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop under patent and other intellectual property laws of the United States and foreign jurisdictions so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology and our business might be harmed. In addition, we might incur significant expenses in defending our intellectual property rights, as we did in our recently settled patent lawsuits with BlueCat. Any of our patents, copyrights, trademarks or other intellectual property rights could be challenged by others or invalidated through administrative process or litigation.

We could be required to spend significant resources to monitor and protect our intellectual property rights. In this regard, we have in the past initiated and may in the future initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our management and technical personnel, which might adversely affect our business, operating results and financial condition.

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Indemnity Provisions in Various Agreements Potentially Expose Us to Substantial Liability for Intellectual Property Infringement and Other Losses.

Our agreements with customers and commercial partners include indemnification provisions, under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement and, in some cases, for damages caused by us to property or persons or other third-party claims. The term of these indemnity provisions is generally perpetual after execution of the corresponding product sale agreement. Large indemnity payments could harm our business, operating results and financial condition.

We Rely on a Sole Source Third-Party Manufacturer for Substantially All of Our Products and Depend on it for the Supply and Quality of Our Products.

We outsource the manufacturing of substantially all of our products to Flextronics Telecom Systems, Ltd., an affiliate of Flextronics International Ltd. These arrangements subject us to the risk that the manufacturer does not provide our customers with the quality and performance that they expect or that the manufacturer does not provide us with an adequate supply of products. Our orders typically represent a relatively small percentage of the overall orders received by this manufacturer from its customers. As a result, fulfilling our orders may not be considered a priority in the event our manufacturer is constrained in its ability to fulfill all of its customer obligations in a timely manner. We must also accurately predict the number of products that we will require. If we overestimate our requirements, we may incur liabilities for excess inventory, which could negatively affect our gross margins. Conversely, if we underestimate our requirements, our manufacturer and suppliers may have inadequate supplies of the materials and components required to produce our products. In addition, we acquire some of our other products and components from sole-source suppliers. This could result in an interruption of the manufacturing of our products, delays in shipments and deferral or loss of revenue. Quality or performance failures of our products or changes in our manufacturers’ financial or business condition could disrupt our ability to supply quality products to our customers and thereby have a material and adverse effect on our business and operating results.

Some of the Components and Technologies Used in Our Products are Purchased and Licensed From a Single Source or a Limited Number of Sources. The Loss of Any of These Suppliers Might Cause Us to Incur Additional Transition Costs, Result in Delays in the Manufacturing and Delivery of Our Products, or Cause Us to Carry Excess or Obsolete Inventory and Could Require Us to Redesign Our Products.

Although supplies of our components are generally available from a variety of sources, we currently depend on a single source or a limited number of sources for most components included in our products. For example, the chipsets and motherboards that we use in the products manufactured by Flextronics are currently available only from a limited number of sources, and neither we nor, to our knowledge, this manufacturer have entered into supply agreements with these sources. We have also entered into license agreements with some of our suppliers for technologies that are used in our products.

As there are no other sources for identical components and technologies, if we lost any of these suppliers, we might not be able to sell our products for a significant period of time, and we could incur significant costs to redesign our hardware and software to incorporate components or technologies from alternative sources or to qualify alternative suppliers. Our reliance on a single source or a limited number of suppliers involves a number of additional risks, including risks related to:

• supplier capacity constraints;

• price increases;

• timely delivery;

• component quality; and

• natural disasters.

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In addition, for certain components for which there are multiple sources, we are subject to potential price increases and limited availability as a result of market demand for these components. In the past, unexpected demand for computer and network products has caused worldwide shortages of certain electronic parts. If similar shortages occur in the future, our business would be adversely affected. For example, the supplier of a key component included in some of our products was recently affected by flooding in Thailand, which has resulted in a substantial price increase for this component. We carry very little inventory of our products, and we and our manufacturer rely on our suppliers to deliver necessary components in a timely manner. We and our manufacturer rely on purchase orders rather than long-term contracts with these suppliers, and as a result we or our manufacturer might not be able to secure sufficient components, even if they were available, at reasonable prices or of acceptable quality to build products in a timely manner and, therefore, might not be able to meet customer demands for our products, which would have a material and adverse effect on our business, operating results and financial condition.

We Rely on the Availability of Third-Party Licenses and, in the Future, if These Licenses are Available on Less Favorable Terms to Us or Not Available at All, Our Business and Operating Results Will be Harmed.

Our products include software and other technology licensed from third parties. It may be necessary in the future to renew licenses relating to various aspects of these products or to seek additional licenses for existing or new products. There can be no assurance that the necessary licenses would be available on acceptable terms or at all. The inability to obtain certain licenses or other rights or to obtain those licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could result in delays in product releases until equivalent technology could be identified, licensed or developed, if at all, and integrated into our products and might have a material adverse effect on our business, operating results and financial condition.

Our International Sales and Operations Subject Us to Additional Risks That May Materially and Adversely Affect Our Business and Operating Results.

During 2010 and 2011 and the three months ended October 31, 2010 and 2011, 41.0%, 41.5%, 43.1% and 42.8% of our net revenue, respectively, were derived from customers outside of the United States. Sales to these end customers have typically been denominated in U.S. dollars. Fluctuations in currency exchange rates could cause our products to become relatively more expensive to end customers in a particular country, leading to a reduction in sales or profitability in that country. We are also exposed to movements in foreign currency exchange rates relating to operating expenses associated with our operations and personnel outside the United States. We have research and development personnel in Canada and France, engage contractors in Belarus, India and Thailand, and have testing and support personnel in India, and we expect to expand our offshore development efforts. In addition, we have sales and support personnel in numerous countries worldwide. We expect to continue to hire personnel in additional countries. Our international operations subject us to a variety of risks, including:

• the difficulty of managing and staffing international offices and the increased travel, infrastructure and legal compliance costs associated with multiple international locations;

• reduced demand for technology products outside the United States;

• difficulties in enforcing contracts and collecting accounts receivable, and longer payment cycles, especially in emerging markets;

• tariffs and trade barriers, export regulations and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets;

• increased exposure to foreign currency exchange rate risk;

• heightened exposure to political instability, war and terrorism;

• added legal compliance obligations and complexity;

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• reduced protection for intellectual property rights in some countries;

• multiple conflicting tax laws and regulations;

• the need to localize our products for international end customers; and

• the increased cost of terminating employees in some countries.

As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and manage effectively these and other risks associated with our international operations. Our failure to manage any of these risks successfully could harm our international operations and reduce our international sales, adversely affecting our business, operating results and financial condition. For example, weakness in the U.S. dollar compared to foreign currencies has significantly increased the cost of our Canadian, Indian and European operations in recent periods, as compared to the corresponding period in the prior year.

Our Use of and Reliance on Research and Development Resources in Foreign Countries May Expose Us to Unanticipated Costs or Events.

We have a significant research and development centers in Canada and France have significant numbers of contractors in Belarus, India and Thailand. There can be no assurance that our reliance upon research and development resources in foreign countries will enable us to achieve meaningful cost reductions or greater resource efficiency. Further, our research and development efforts and other operations in foreign countries involve significant risks, including:

• difficulty hiring and retaining appropriate engineering personnel because of intense competition for engineers and resulting wage inflation;

• difficulties regarding the knowledge transfer related to our technology and resulting exposure to misappropriation of intellectual property or information that is proprietary to us, our end customers and other third parties;

• heightened exposure to change in the economic, security and political conditions in developing countries;

• fluctuations in currency exchange rates and difficulties of regulatory compliance in foreign countries; and

• interruptions to our operations in India or Thailand as a result of typhoons, floods and other natural catastrophic events, as well as man-made problems such as power disruptions or terrorism.

Difficulties resulting from the factors above and other risks related to our operations in foreign countries could expose us to increased expense, impair our development efforts and harm our competitive position.

If We Fail to Manage Future Growth Effectively, Our Business Would be Harmed.

We operate in emerging markets and have experienced, and may continue to experience, significant expansion of our operations. This growth has placed, and any future growth would continue to place, a strain on our employees, management systems and other resources. Managing our growth will require significant expenditures and allocation of valuable management resources. Further international expansion may be required for our continued business growth, and managing any international expansion would require additional resources and controls. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, operating results and financial condition would be harmed.

If We are Unable to Hire, Retain and Motivate Qualified Personnel, Our Business Would Suffer.

Our future success depends, in part, on our ability to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract and retain additional qualified personnel or delays

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in hiring required personnel, particularly in engineering and sales, could seriously harm our business, financial condition and results of operations. Any of our employees may terminate their employment at any time. Competition for highly skilled personnel is frequently intense, especially in the San Francisco Bay Area, where we have a substantial presence and need for highly skilled personnel. In addition, a large portion of our employee base is substantially vested in significant stock options, and the ability to exercise those options and sell their stock in a public market after the closing of this offering might result in a higher than normal turn-over rate. Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or divulged proprietary or other confidential information to us.

We are Dependent on the Continued Services and Performance of Our Senior Management and Other Key Employees, the Loss of any of Whom Could Adversely Affect Our Business, Operating Results and Financial Condition.

Our future performance depends on the continued services and continuing contributions of our senior management and other key employees to execute on our business plan, and to identify and pursue new opportunities and product innovations. The loss of the services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic objectives and could adversely affect our business, financial condition and results of operations.

We Expect Our Gross Margin to Vary Over Time, and Our Current Level of Gross Margin May Not be Sustainable.

Our level of gross margin may not be sustainable and may be adversely affected by numerous factors, including:

• increased price competition;

• changes in end customer or product and service mix;

• our introduction of new products, which may carry lower margins than our existing products;

• our ability to maintain or reduce the amount we pay our third-party manufacturers;

• increases in material or labor costs;

• increased costs of licensing third-party technologies that are used in our products;

• carrying costs of excess inventory, inventory holding charges and obsolescence charges that may be passed through to us by our third-party manufacturers;

• changes in our distribution channels or to our arrangements with our distributors and VARs;

• increased warranty and repair costs; and

• increased inbound shipping charges.

As a result of these and other factors, our gross margin may be adversely affected, which in turn could harm our operating results.

Seasonality May Cause Fluctuations in Our Net Revenues and Operating Results.

We operate on a July 31 fiscal year-end and believe that there are significant seasonal factors which may cause the second and fourth quarters of our fiscal year to have greater product revenue than our first and third fiscal quarters. We believe that this seasonality results from a number of factors, including:

• the structure of our direct sales compensation program, which provides additional financial incentives to our sales personnel who exceed their annual goals in the fourth fiscal quarter;

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• end customer procurement, budget and deployment cycles in the government and education sectors, which can potentially result in stronger order flow in our second fiscal quarter;

• one or more of our larger end customers with a December 31 fiscal year-end choosing to spend remaining budgets before their year-end, which potentially results in a positive impact on our product revenue in the second quarter of our fiscal year;

• the timing of our annual training for the entire sales force in our first fiscal quarter, which, combined with the strong fourth fiscal sales, can potentially cause our first fiscal quarter to be seasonally weak; and

• seasonal reductions in business activity during August in the United States, Europe and certain other regions, which have a negative impact on our first quarter revenue.

Our rapid historical growth may have reduced the impact of seasonal or cyclical factors that might have influenced our business to date. As our increasing size causes our growth rate to slow, seasonal or cyclical variations in our operations may become more pronounced over time and may materially affect our results of operations.

If We are Not Able to Maintain and Enhance Our Brand and Reputation, Our Business and Operating Results May be Harmed in Tangible or Intangible Ways.

We believe that maintaining and enhancing our brand and reputation are critical to our relationships with, and our ability to attract, new end customers, technology partners and employees. The successful promotion of our brand will depend largely upon our ability to continue to develop, offer and maintain high-quality products and services, our marketing and public relations efforts, and our ability to differentiate our products and services successfully from those of our competitors. Our brand promotion activities may not be successful and may not yield increased revenue. In addition, extension of our brand to products and uses different from our traditional products and services may dilute our brand, particularly if we fail to maintain the quality of products and services in these new areas. If we do not successfully maintain and enhance our brand and reputation, our growth rate may decline, we may have reduced pricing power relative to competitors with stronger brands or reputations, and we could lose end customers or technology partners, all of which would harm our business, operating results and financial condition.

In addition, from time to time independent industry analysts may provide reviews of our products and services, as well as those of our competitors, and perception of our products in the marketplace may be significantly influenced by these reviews. We have no control over what these industry analysts report, and because industry analysts may influence current and potential end customers, our brand could be harmed if industry analysts do not provide positive reviews of our products or identify them as market leaders.

If Our Products Contain Undetected Software or Hardware Errors, We Could Incur Significant Unexpected Expenses and Lost Sales and Revenue and We Could be Subject to Product Liability Claims.

Products such as ours frequently contain undetected software or hardware errors, many of which are indentified only when our products are first introduced or as new versions are released. We have experienced errors in the past in connection with our products. We expect that errors will be found from time to time in new or enhanced products after commencement of commercial shipments. Since our products contain components that we purchase from third parties, we also expect our products to contain latent defects and errors from time to time related to those third-party components. These problems may cause us to incur significant warranty and repair costs, process management costs, and costs associated with remanufacturing our inventory. In addition, regardless of the party at fault, errors of these kinds divert the attention of our engineering personnel from our product development efforts, damage our reputation and the reputation of our products, cause significant customer relations problems and can result in product liability claims. The occurrence of these problems could result in the delay or loss of market acceptance of our products and could adversely impact our business, operating results and financial condition.

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Our Business is Subject to the Risks of Warranty Claims, Product Returns, Product Liability and Product Defects.

Real or perceived errors, failures or bugs in our products could result in claims by customers for losses that they sustain. If customers make these types of claims, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Liability provisions in our standard terms and conditions of sale, and those of our resellers and distributors, may not be enforceable under some circumstances or may not fully or effectively protect us from customer claims and related liabilities and costs, including indemnification obligations under our agreements with resellers and distributors. The sale and support of our products also entail the risk of product liability claims. We maintain insurance to protect against certain types of claims associated with the use of our products, but our insurance coverage may not adequately cover any such claims. In addition, even claims that ultimately are unsuccessful could result in expenditures of funds in connection with litigation and divert management’s time and other resources.

We Depend on the U.S. Government for a Portion of Our Sales, Which are Facilitated Through Resellers on Which We Also Depend for These Sales. Any Reductions in Sales to the U.S. Government, as a Result of the Loss of Reseller Relationships or Any Other Reason, Could Harm Our Growth.

A significant portion of our sales is made to certain departments of the U.S. government. Nearly all of these sales are made through resellers. Any factors that cause a decline in government expenditures generally or government IT expenditures in particular could cause our net revenue to grow less rapidly or even to decline. The timing of fulfillment under government contracts can also be uncertain. In addition, since in most cases we are unable to fulfill orders from the U.S. government directly, the loss of key reseller relationships could adversely affect our ability to fulfill certain orders from the government until we are able to find and qualify a suitable alternative. This, in turn, would cause revenue to be delayed and could cause sales to be lost.

Our Net Revenue May Decline as a Result of Reductions in Public Funding of Educational Institutions.

We regard sales to universities, colleges and other educational institutions as an important source of net revenue. Many of these institutions receive funding from local tax revenues and from state and federal governments through a variety of programs. Federal, state or local funding of public education may be reduced for a variety of reasons, including budget-driven austerity measures, legislative changes or fluctuations in tax revenues because of changing economic conditions. If funding of public education declines for these or any other reason, our sales to educational institutions might be negatively impacted. Any reduction in spending on IT systems by educational institutions would likely materially and adversely affect our business and results of operations.

We Will Incur Increased Costs and Demands Upon Management as a Result of Complying With the Laws and Regulations Affecting Public Companies, Which Could Harm Our Operating Results.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission, or SEC, and the New York Stock Exchange, or NYSE, impose various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or to incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers.

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In addition, the Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and the effectiveness of our disclosure controls and procedures quarterly. In particular, beginning with the year ending July 31, 2013, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

Furthermore, investor perceptions of our company may suffer if deficiencies are found, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal control from our independent registered public accounting firm. If we are unable to retain enough independent directors on our board of directors to meet the listing standards of the NYSE by the deadlines set by the exchange, it could affect our continued listing on the exchange.

Acquisitions and Investments Could Result in Operating Difficulties, Dilution and Other Harmful Consequences.

We expect to continue to evaluate and enter into discussions regarding potential strategic transactions. These transactions could be material to our financial condition and results of operations. The process of integrating Netcordia, the Solsoft technology and other acquired businesses and technology has created unforeseen operating difficulties and expenditures as would the integration of any future acquisitions. The areas where we face risks include:

• implementation or remediation of controls, procedures and policies at the acquired company;

• diversion of management time and focus from operating our business to addressing acquisition integration challenges;

• coordination of product, engineering and sales and marketing functions;

• transition of the acquired company’s operations, users and end customers onto our existing platforms;

• retention of employees from the businesses we acquire;

• cultural challenges associated with integrating employees from the acquired company into our organization;

• integration of the acquired company’s accounting, management information, human resources and other administrative systems;

• liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

• litigation or other claims in connection with the acquired company, including claims from terminated employees, end customers, former stockholders or other third parties;

• in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

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• diversion of engineering resources away from development of our core products; and

• failure to continue to develop the acquired technology successfully.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition. Also, the anticipated benefits of any acquisitions may not materialize.

We Rely on Third Parties for the Fulfillment of Our End Customer Orders and Replacements, and the Failure of These Third Parties to Perform Could Have an Adverse Effect Upon Our Reputation and Our Ability to Distribute Our Products, Which Could Cause a Material Reduction in Our Net Revenue.

We rely on our third-party manufacturers to build and inventory sufficient quantities of our products to fulfill end customer orders, and we also use third parties to transport our products, hold our inventory in local depots in foreign countries and fulfill our end customer replacement requirements. If our third-party agents fail to perform, our ability to deliver our products and to generate revenue would be adversely affected. The failure of our third-party manufacturers and other third-party logistics providers to deliver products in a timely manner could lead to the dissatisfaction of our channel partners and end customers and damage our reputation, which might cause our channel partners or end customers to cancel existing agreements with us and to stop transacting business with us. In addition, this reliance on our third-party manufacturers and third-party logistics providers may impact the timing of our revenue recognition if our providers fail to deliver orders during the prescribed time period. In the event we were unexpectedly forced to change providers, we could experience short-term disruptions in our delivery and fulfillment process that could adversely affect our business.

Our Use of Open Source Software Could Impose Limitations on Our Ability to Commercialize Our Products.

Our products contain software modules licensed for use from third-party authors under open source licenses, including the GNU Public License, the GNU Lesser Public License and the Apache License. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some open source licenses contain requirements that we make available source code for modifications or derivative works that we create based upon the type of open source software we use. If we combine our proprietary software with open source software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our proprietary software to the public. This could allow our competitors to create similar products with lower development effort and time and ultimately could result in a loss of product sales for us.

The terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products. In such event, we could be required to seek licenses from third parties in order to continue offering our products and to re-engineer our products or to discontinue the sale of our products in the event re-engineering cannot be accomplished on a timely basis, any of which could materially and adversely affect our business and operating results.

Confidentiality Agreements With Employees and Others May Not Adequately Prevent Disclosure of Our Trade Secrets and Other Proprietary Information.

In order to protect our proprietary technology, processes and methods, we rely in part on confidentiality agreements with our technology partners, employees, consultants, advisors and others. These agreements may not effectively prevent disclosure of our confidential information and may not provide an adequate remedy in the

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event of unauthorized disclosure of our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in these cases we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Our Reported Financial Results May be Adversely Affected by Changes in Accounting Principles Applicable to us.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and other bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change. Any difficulties in the implementation of new or changed accounting standards could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline. In addition, the SEC has announced a multi-year plan that could ultimately lead to the use of International Financial Reporting Standards by U.S. issuers in their SEC filings. Any such change could have a significant effect on our reported financial results.

If Our Estimates Relating to Our Critical Accounting Policies are Based on Assumptions or Judgments That Change or Prove to be Incorrect, Our Operating Results Could Fall Below Expectations of Securities Analysts and Investors, Resulting in a Decline in Our Stock Price.

The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates, assumptions and judgments that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If our assumptions change or if actual circumstances differ from those in our assumptions, our operating results may be adversely affected, which could cause our operating results to fall below market expectations and our stock price to decline. Significant estimates, assumptions and judgments used in preparing our consolidated financial statements include those related to revenue recognition, determination of fair value of stock-based awards, valuation of goodwill and intangible assets acquired, impairment of goodwill and other intangible assets, amortization of intangible assets, contingencies and litigation, accounting for income taxes, including the valuation reserve on deferred tax assets and uncertain tax positions, allowances for doubtful accounts and sales returns and valuation of inventory.

Our Ability to Use Net Operating Losses to Offset Future Taxable Income May be Subject to Certain Limitations.

In general, under Section 382 of the U.S. Internal Revenue Code of 1986, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. Our existing NOLs may be subject to limitations arising from previous ownership changes and, if we undergo an ownership change in connection with this offering or otherwise in the future, our ability to utilize our NOLs could be further limited by Section 382 of the Code. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Section 382 of the Code. Our net operating losses could also be impaired under state law. As a result, we might not be able to utilize a material portion of our NOLs.

Changes in Our Provision for Income Taxes or Adverse Outcomes Resulting From Examination of Our Income Tax Returns Could Adversely Affect Our Results.

Our provision for income taxes is subject to volatility and could be adversely affected by the following:

• changes in the valuation of our deferred tax assets;

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• foreign or domestic income tax assessments and any related tax interest or penalties;

• expiration of, or lapses in, the research and development tax credit laws;

• tax effects of nondeductible compensation;

• adjustments to the pricing of intercompany transactions and transfers of intellectual property or other assets;

• changes in accounting principles; or

• changes in tax laws and regulations, including changes in taxation of the services provided by our foreign subsidiaries.

Significant judgment is required to determine the recognition and measurement attributes prescribed in the accounting guidance for uncertainty in income taxes. The accounting guidance for uncertainty in income taxes applies to all income tax positions, including the potential recovery of previously paid taxes, that if settled unfavorably could adversely impact our provision for income taxes or additional paid-in capital. In addition, we are subject to the examination of our income tax returns by the U.S. Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. The outcomes from these examinations might have a material and adverse effect on our operating results and financial condition.

Our Business is Subject to the Risks of Earthquakes, Fire, Floods and Other Natural Catastrophic Events, and to Interruption by Man-Made Problems Such as Power Disruptions or Terrorism.

Our corporate headquarters is located in the San Francisco Bay Area, a region known for seismic activity. We also have significant testing and support facilities in India, a region known for typhoons, floods and other natural disasters. A significant natural disaster, such as an earthquake, fire or a flood, occurring at our headquarters, at one of our other facilities or where a channel partner or supplier is located could have a material adverse impact on our business, operating results and financial condition. In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies or the world economy as a whole. We also rely on IT systems to communicate among our workforce located worldwide and, in particular, our research and development activities that are coordinated between our corporate headquarters in the San Francisco Bay Area and our operations in other states and countries. Any disruption to our internal communications, whether caused by a natural disaster or by man-made problems, such as power disruptions or terrorism, could delay our research and development efforts. To the extent that these disruptions result in delays or cancellations of customer orders or delays in our research and development efforts or the deployment of our products, our business and operating results would be materially and adversely affected.

Our Future Capital Needs Are Uncertain, and We May Need to Raise Additional Funds in the Future.

We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next 12 months. We may, however, need to raise substantial additional capital to:

• fund our operations;

• continue our research and development;

• commercialize new products; or

• acquire companies, in-licensed products or intellectual property.

Our future funding requirements will depend on many factors, including:

• market acceptance of our products and services;

• the cost of our research and development activities;

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• the cost of defending, in litigation or otherwise, claims that we infringe third-party patents or violate other intellectual property rights;

• the cost and timing of establishing additional sales, marketing and distribution capabilities;

• the cost and timing of establishing additional technical support capabilities;

• the effect of competing technological and market developments; and

• the market for different types of funding and overall economic conditions.

If We Require Additional Funds in the Future, Those Funds May Not be Available on Acceptable Terms, or at All.

We may require additional funds in the future, and we may not be able to obtain those funds on acceptable terms, or at all. If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or additional equity financing that we raise may contain terms that are not favorable to us or our stockholders.

If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or to grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations. Any of these actions could harm our operating results.

Risks Related to Ownership of Our Capital Stock

We Cannot Assure You That a Market Will Develop For Our Common Stock or What the Market Price of Our Common Stock Will Be.

No public trading market currently exists for our common stock, and one may not develop or be sustained after this offering to provide you with adequate liquidity. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at an attractive price or at all. We cannot predict the prices at which our common stock will trade. The initial public offering price for our common stock will be determined through negotiations among us, the selling stockholders and the representatives of the underwriters and may not bear any relationship to the market price at which our common stock will trade in the public market following this offering or to any other established criteria of the value of our business. A significant portion of our shares may not trade following this offering because our existing stockholders will continue to own approximately         % of our shares. If these shares do not trade, there may be limited liquidity for shares of our common stock following this offering.

The Price of Our Common Stock May be Volatile, and You Could Lose All or Part of Your Investment.

The trading price of our common stock following this offering may fluctuate substantially and may be higher or lower than the initial public offering price. The trading price of our common stock following this offering will depend on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our common stock include the following:

• price and volume fluctuations in the overall stock market from time to time;

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• volatility in the market prices and trading volumes of high technology stocks;

• changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

• sales of shares of our common stock by us or our stockholders;

• failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

• the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;

• announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships or capital commitments;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated changes in our results of operations or fluctuations in our operating results;

• actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

• litigation involving us, our industry or both or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

• announced or completed acquisitions of businesses or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

• changes in accounting standards, policies, guidelines, interpretations or principles;

• any major change in our management;

• general economic conditions and slow or negative growth of our markets; and

• other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market prices of a particular companies’ securities, securities class action litigations have often been instituted against these companies. Litigation of this type, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

If Securities or Industry Analysts Issue an Adverse or Misleading Opinion Regarding Our Stock or Do Not Publish Research or Reports About Our Business, Our Stock Price and Trading Volume Could Decline.

The trading market for our common stock will rely in part on the research and reports that equity research and other analysts publish about us and our business. We do not control these analysts or the content and opinions included in their reports. The price of our common stock could decline if one or more analysts were to downgrade our common stock or if they were to issue other unfavorable commentary or cease publishing reports

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about us or our business. If one or more analysts were to cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline. Further, analysts may elect not to provide research coverage of our common stock, and lack of research coverage would likely adversely affect the market price of our common stock.

Concentration of Ownership Among Our Existing Directors, Executive Officers and Principal Stockholders May Prevent New Investors From Influencing Significant Corporate Decisions.

Assuming the underwriters’ option to purchase additional shares is not exercised, based upon beneficial ownership as of October 31, 2011, our current directors, executive officers, holders of more than 5% of our common stock and their respective affiliates will, in the aggregate, beneficially own approximately         % of our outstanding common stock following this offering. These stockholders will be able to exercise a controlling influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant influence over our management and policies for the foreseeable future. Some of these persons or entities may have interests that are different from yours. For example, these stockholders may support proposals and actions with which you may disagree or which are not in your interests. The concentration of ownership could delay or prevent a change in control of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock. In addition, these stockholders, some of which have representatives sitting on our board of directors, could use their voting control to maintain our existing management and directors in office, delay or prevent changes of control of our company, or support or reject other management and board of director proposals that are subject to stockholder approval, such as amendments to our employee stock plans and approvals of significant financing transactions. See “Description of Capital Stock—Anti-Takeover Provisions.”

Our Stock Price Could Decline As a Result of the Large Number of Outstanding Shares of Our Common Stock Eligible For Future Sale.

Upon completion of this offering, we will have outstanding                  shares of our common stock, assuming no exercise of outstanding options after                 , 2012. Subject to the provisions of Rule 144 or Rule 701 promulgated under the Securities Act of 1933, as amended, or the Securities Act, based on an assumed offering date of                 , 2012, shares of our common stock will be available for sale in the public market as follows:

• Beginning on the date of this prospectus, the                      shares sold in this offering will be immediately available for sale in the public market without restriction;

• Beginning 181 days after the date of this prospectus, subject to extension as described in “Underwriting,”                  additional shares will become eligible for sale in the public market, of which                  shares will be held by our affiliates and subject to the volume and other restrictions of Rule 144, and the remaining                  shares will be held by non-affiliates and subject to the volume and other restrictions of Rule 144; and

• The remainder of the shares will be eligible for sale in the public market from time to time thereafter upon the lapse of our right of repurchase with respect to any unvested shares, subject in some cases to the volume and other restrictions of Rule 144.

Immediately following this offering, the holders of approximately                  shares of our common stock will be entitled to rights with respect to the registration of these shares under the Securities Act. See “Description of Capital Stock—Registration Rights.” If we register the resale of their shares following the expiration of lock-up and standoff agreements described in “Underwriting,” these stockholders could sell those shares in the public market without being subject to the volume and other restrictions of Rules 144 and 701.

As soon as practicable after the completion of this offering, we intend to register approximately                  shares of our common stock that have been issued or reserved for future issuance under our stock incentive plans.

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Of these shares,                  shares will be eligible for sale upon the exercise of vested options after the expiration of the lock-up and standoff agreements. In addition, the shares subject to outstanding warrants to purchase                  shares of our common stock could be eligible for sale immediately upon completion of this offering, depending upon the manner in which it is exercised.

Sales of substantial amounts of our common stock in the public market following this offering, or even the perception that these sales could occur, could cause the trading price of our common stock to decline. These sales could also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

Because the Initial Public Offering Price of Our Common Stock Will be Substantially Higher Than the Pro Forma as Adjusted Net Tangible Book Value Per Share of Our Outstanding Common Stock Following This Offering, New Investors Will Incur Immediate and Substantial Dilution.

The initial public offering price will be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you invest in our common stock in this offering, your interest will be diluted immediately by approximately $         per share, or $         per share, assuming the exercise of all outstanding options and warrants, the difference between the assumed initial public offering price per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and the pro forma as adjusted net tangible book value per share following this offering. See “Dilution.” Furthermore, those who invest in our common stock in this offering will only own approximately         % of our outstanding shares after this offering even though they will have contributed         % of the total consideration received by us in connection with our sale of shares of our capital stock.

We Will Have Broad Discretion in the Use of the Net Proceeds From This Offering.

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in the application of these proceeds, including for any of the purposes described in the section entitled “Use of Proceeds.” Accordingly, you will have to rely upon the judgment of our management with respect to the use of the proceeds, with only limited information concerning management’s specific intentions. Our management may spend a portion or all of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Pending the use of proceeds from this offering, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

We Do Not Intend to Pay Dividends For the Foreseeable Future.

We have never declared or paid any cash dividends on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. As a result, you will likely receive a return on your investment in our common stock only if the market price of our common stock increases.

Our Charter Documents and Delaware Law Could Discourage, Delay or Prevent a Takeover That Stockholders Consider Favorable and Could Also Reduce the Market Price of Our Stock.

Our restated certificate of incorporation and our restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to nominate directors for election to our board of directors and take other corporate actions. These provisions, among other things:

• provide for non-cumulative voting in the election of directors;

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• provide for a classified board of directors;

• authorize our board of directors, without stockholder approval, to issue preferred stock with terms determined by our board of directors and to issue additional shares of our common stock;

• provide that only our board of directors may set the number of directors constituting our board of directors or fill vacant directorships;

• provide that stockholders may remove directors only for cause;

• prohibit stockholder action by written consent and limit who may call a special meeting of stockholders; and

• require advance notification of stockholder nominations for election to our board of directors and of stockholder proposals.

These and other provisions in our restated certificate of incorporation and our restated bylaws, as well as provisions under Delaware law, could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our common stock and result in the trading price of our common stock being lower than it otherwise would be. See “Description of Capital Stock—Preferred Stock” and “Description of Capital Stock—Anti-Takeover Provisions.”

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or to our future financial or operating performance. You can generally identify forward-looking statements because they contain words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intend,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section entitled “Risk Factors” and elsewhere in this prospectus. Accordingly, you should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

• our expectations regarding our profitability and revenue growth;

• anticipated trends and challenges in our business and in the markets in which we operate;

• our anticipated strategies for growth and sources of new revenue;

• the impact of seasonality on our business;

• our current and future products and enhancements and plans to promote them;

• our ability to anticipate market needs and develop new and enhanced products and services to meet those needs;

• maintaining and expanding our end customer base and our relationships with our channel partners;

• our ability to compete in our rapidly evolving markets and innovation by our competitors;

• our reliance on third-party manufacturers;

• the evolution of technology affecting our products, services and markets;

• our ability to retain and hire necessary employees and to staff our operations appropriately;

• management compensation and the methodology for its determination;

• our ability to find future acquisition opportunities on favorable terms or at all and to manage any acquisitions;

• our liquidity and working capital requirements;

• our need to obtain additional funding and our ability to obtain future funding on acceptable terms;

• our ability to stay abreast of new or modified laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

• the estimates and estimate methodologies used in preparing our consolidated financial statements and determining option exercise prices; and

• the future trading prices of our common stock and the impact of securities analysts’ reports on these prices.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares in this offering is exercised in full, we estimate that our net proceeds would be approximately $         million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

A $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease the net proceeds that we receive from this offering by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of one million in the number of shares of common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $         million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

The principal purposes of this offering are to obtain additional capital, to create a public market for our common stock and to facilitate our future access to the public equity markets. We expect to use the net proceeds that we receive from this offering for working capital and other general corporate purposes. We may also use a portion of the net proceeds that we receive from this offering for investments in or acquisitions of complementary businesses, products, services, technologies or other assets. We have not entered into any agreements or commitments with respect to any investments or acquisitions at this time.

We currently have no specific plans for the use of the net proceeds that we receive from this offering. Accordingly, we will have broad discretion in using these proceeds. Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any cash dividends on our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will be dependent on a number of factors, including our earnings, capital requirements and overall financial condition.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of October 31, 2011 on:

• an actual basis;

• a pro forma basis to give effect to the automatic conversion of all outstanding shares of our preferred stock into 80,524,193 shares of our common stock upon the closing of this offering, and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital; and

• a pro forma as adjusted basis to give further effect to (i) the sale of the                  shares of our common stock offered by us in this offering at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses; and (ii) the effectiveness of our restated certificate of incorporation upon the closing of this offering.

The information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other final terms of the offering. You should read this table together with our consolidated financial statements and related notes, “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each included elsewhere in this prospectus.

	As of October 31, 2011
	Actual			Pro Forma			Pro Forma as Adjusted
	(Unaudited)
	(In thousands, except share and per share data)
Cash and cash equivalents	$	43,526		$	43,526		$
Convertible preferred stock warrant liability		398			—			—
Convertible preferred stock, $0.0001 par value per share: 85,128,977 shares authorized, 80,512,394 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma or pro forma as adjusted		107,506			—			—
Stockholders’ equity (deficit):
Convertible preferred stock, $0.0001 par value per share: 85,128,977 shares authorized, no shares issued or outstanding actual, pro forma or pro forma as adjusted		—			—			—
Common stock, $0.0001 par value per share: 150,000,000 shares authorized; 33,516,505 shares issued and outstanding, actual; 150,000,000 shares authorized, 114,040,698 shares issued and outstanding, pro forma;                 shares issued and outstanding, pro forma as adjusted		3			11
Additional paid-in capital		32,970			140,866
Accumulated deficit		(101,695	)		(101,695	)		(101,695	)
Total stockholders’ equity (deficit)		(68,722	)		39,182
Total capitalization	$	39,182		$	39,182		$

A $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’

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equity (deficit) and total capitalization by approximately $         million, assuming that the number of shares offered by us remains the same, and after deducting estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of one million in the number of shares of common stock offered by us would increase or decrease our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization by approximately $         million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions payable by us.

The number of shares of common stock issued and outstanding actual, pro forma and pro forma as adjusted in the table above does not include the following shares:

• 32,757,915 shares of our common stock issuable upon the exercise of stock options outstanding as of October 31, 2011, with a weighted-average exercise price of $1.70 per share;

• 1,178,988 shares of our common stock issuable upon the exercise of warrants outstanding as of October 31, 2011, with a weighted-average exercise price of $0.24 per share; and

•                      shares of our common stock reserved for future issuance under our 2012 Equity Incentive Plan and our 2012 Employee Stock Purchase Plan, each of which will become effective on the first day that our common stock is publicly traded and contains provisions that automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Our pro forma net tangible book value as of October 31, 2011 was $(3.7) million, or $(0.03) per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding as of October 31, 2011, after giving effect to the conversion of all outstanding shares of our convertible preferred stock into 80,524,193 shares of our common stock upon the closing of this offering, and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital.

After giving effect to the sale by us of                  shares of common stock in this offering at an assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of October 31, 2011 would have been approximately $        million, or approximately $         per share. This amount represents an immediate increase in pro forma net tangible book value of $         per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $         per share to new investors purchasing shares of common stock in this offering at the assumed initial public offering price.

The following table illustrates this dilution:

Assumed initial public offering price per share				$
Pro forma net tangible book value per share as of October 31, 2011	$	(0.03	)
Increase in pro forma net tangible book value per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to investors in this offering				$

A $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease our pro forma as adjusted net tangible book value per share to new investors by approximately $        and would increase or decrease dilution per share to new investors by approximately $        , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us. In addition, to the extent any outstanding options or warrants are exercised, you will experience further dilution.

The following table presents on a pro forma as adjusted basis as of October 31, 2011, after giving effect to the conversion of all outstanding shares of convertible preferred stock into common stock upon the closing of this offering, the differences between the existing stockholders and the new investors purchasing shares of our common stock in this offering, with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of common and convertible preferred stock, cash received from the exercise of stock options and the average price per share paid or to be paid to us at an assumed offering price of $        per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased					Total  Consideration					Average Price per Share
	Number		Percent			Amount		Percent
Existing stockholders		114,040,698			%	$	123,534,620			%	$	1.08
New investors
Totals				100.0	%	$			100.0	%

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A $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease the total consideration paid by new investors by $         million and increase or decrease the percent of total consideration paid by new investors by         %, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us.

Assuming the underwriters’ option to purchase additional shares is exercised in full, sales by us in this offering will reduce the percentage of shares held by existing stockholders to         % and will increase the number of shares held by our new investors to         , or         %.

The number of shares of our common stock to be outstanding after this offering is based upon the number of shares of our common stock outstanding as of October 31, 2011 and excludes:

• 32,757,915 shares of our common stock issuable upon the exercise of stock options outstanding as of October 31, 2011, with a weighted-average exercise price of $1.70 per share;

• 1,178,988 shares of our common stock issuable upon the exercise of warrants outstanding as of October 31, 2011, with a weighted-average exercise price of $0.24 per share; and

•                  shares of our common stock reserved for future issuance under our 2012 Equity Incentive Plan and our 2012 Employee Stock Purchase Plan, each of which will become effective on the first day that our common stock is publicly traded and contains provisions that automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

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SELECTED CONSOLIDATED FINANCIAL DATA

We derived the selected consolidated statement of operations data for the years ended July 31, 2009, 2010 and 2011 and the selected consolidated balance sheet data as of July 31, 2010 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected consolidated statement of operations data for the years ended July 31, 2007 and 2008 and the selected consolidated balance sheet data as of July 31, 2007, 2008 and 2009 from our audited consolidated financial statements which are not included in this prospectus. We derived the unaudited selected consolidated statement of operations data for the three months ended October 31, 2010 and 2011 and the selected unaudited consolidated balance sheet data as of October 31, 2011 from our unaudited consolidated financial statements included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and our results for the three months ended October 31, 2011 are not necessarily indicative of the operating results to be expected for the full year ending July 31, 2012 or any other period. You should read the following selected consolidated financial data in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus.

	Years Ended July 31,															Three Months  Ended October 31,
	2007			2008			2009			2010			2011			2010			2011
																(Unaudited)
	(In thousands, except share and per share data)
Consolidated Statement of Operations Data:
Net revenue:
Products and licenses	$	25,450		$	38,518		$	35,358		$	65,849		$	80,274		$	17,963		$	22,691
Services		9,558			17,508			26,355			36,319			52,561			11,214			16,664
Total net revenue		35,008			56,026			61,713			102,168			132,835			29,177			39,355
Cost of revenue(1):
Products and licenses(2)		6,730			9,929			9,036			13,770			16,652			3,469			4,694
Services		3,942			5,291			6,120			8,183			12,187			2,514			3,571
Total cost of revenue		10,672			15,220			15,156			21,953			28,839			5,983			8,265
Gross profit		24,336			40,806			46,557			80,215			103,996			23,194			31,090
Operating expenses:
Research and development(1)		14,398			14,373			15,396			18,066			29,605			5,879			8,906
Sales and marketing(1)(2)		25,987			31,190			34,685			45,413			67,390			14,759			19,673
General and administrative(1)		4,375			5,890			6,553			8,380			10,831			2,110			3,677
Total operating expenses		44,760			51,453			56,634			71,859			107,826			22,748			32,256
Income (loss) from operations		(20,424	)		(10,647	)		(10,077	)		8,356			(3,830	)		446			(1,166	)
Other income (expense):
Interest income, net		662			289			35			13			40			7			11
Other expense, net		(127	)		(138	)		(98	)		(370	)		(730	)		(124	)		(179	)
Total other income (expense)		535			151			(63	)		(357	)		(690	)		(117	)		(168	)
Income (loss) before provision for income taxes		(19,889	)		(10,496	)		(10,140	)		7,999			(4,520	)		329			(1,334	)
Provision for income taxes		131			168			276			1,011			802			123			435
Net income (loss)	$	(20,020	)	$	(10,664	)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)

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	Years Ended July 31,														Three Months Ended October 31,
	2007			2008			2009			2010		2011			2010		2011
															(Unaudited)
	(In thousands, except share and per share data)
Net income (loss) attributable to common stockholders(3):
Basic	$	(20,020	)	$	(10,664	)	$	(10,416	)	$	101	$	(5,322	)	$	—	$	(1,769	)
Diluted	$	(20,020	)	$	(10,664	)	$	(10,416	)	$	124	$	(5,322	)	$	—	$	(1,769	)
Net income (loss) per share attributable to common stockholders(3):
Basic	$	(1.38	)	$	(0.59	)	$	(0.50	)	$	0.00	$	(0.18	)	$	0.00	$	(0.05	)
Diluted	$	(1.38	)	$	(0.59	)	$	(0.50	)	$	0.00	$	(0.18	)	$	0.00	$	(0.05	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders(3):
Basic		14,519,028			18,132,545			20,899,345			23,302,547		29,800,085			28,535,022		33,109,569
Diluted		14,519,028			18,132,545			20,899,345			30,842,642		29,800,085			40,882,444		33,109,569
Pro forma net loss per share attributable to common stockholders (unaudited)(3):
Basic and diluted												$	(0.05	)			$	(0.02	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders (unaudited)(3):
Basic and diluted													110,324,278					113,633,762

(1) Results above include stock-based compensation as follows:

	Years Ended July 31,										Three Months Ended October 31,
	2007		2008		2009		2010		2011		2010		2011
											(Unaudited)
	(In thousands)
Stock-based compensation:
Cost of revenue	$	39	$	63	$	102	$	146	$	283	$	58	$	99
Research and development		86		305		440		580		1,126		240		358
Sales and marketing		222		503		606		1,311		2,546		736		810
General and administrative		145		266		312		651		1,178		288		425
Total stock-based compensation	$	492	$	1,137	$	1,460	$	2,688	$	5,133	$	1,322	$	1,692

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(2) Results above include amortization of intangible assets as follows:

	Years Ended July 31,										Three Months Ended October 31,
	2007		2008		2009		2010		2011		2010		2011
											(Unaudited)
	(In thousands)
Amortization of intangible assets:
Cost of products and licenses revenue	$	4	$	286	$	286	$	440	$	1,059	$	226	$	330
Sales and marketing		—		7		7		553		2,243		553		579
Total amortization of intangible assets	$	4	$	293	$	293	$	993	$	3,302	$	779	$	909

(3) Please see note 13 of our notes to the consolidated financial statements included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net income (loss) per share attributable to common stockholders.

	As of July 31,															As of October  31, 2011
	2007			2008			2009			2010			2011
																(Unaudited)
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	9,286		$	11,132		$	12,248		$	27,390		$	42,207		$	43,526
Working capital (deficit)		254			(5,571	)		(11,872	)		4,158			9,256			9,786
Total assets		23,261			26,791			26,365			91,204			120,017			122,874
Deferred revenue, net—current and long-term		14,812			25,426			35,017			42,749			61,999			65,195
Convertible preferred stock warrant liability		—			—			—			265			398			398
Convertible preferred stock		77,916			77,916			77,916			107,506			107,506			107,506
Total stockholders’ deficit		(77,136	)		(85,838	)		(94,355	)		(69,999	)		(69,032	)		(68,722	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those forward-looking statements. Our fiscal year ends on July 31, and references throughout this prospectus to a given year are to our fiscal year ended on that date. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed above in the section entitled “Risk Factors.”

Overview

We are a leader in automated network control and provide an appliance-based solution that enables dynamic networks and next-generation data centers. Our solution combines real-time IP address management with the automation of key network control and network change and configuration management processes in purpose-built physical and virtual appliances. It is based on our proprietary software that is highly scalable and automates vital network functions, such as IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. It enables our end customers to create dynamic networks and to address growth in the number of network-connected devices and applications, manage complex networks efficiently and capture more fully the value from next-generation data centers that utilize virtualization and cloud computing.

We were founded in 1999 and, since that time, have expended more than $177.0 million in creating a solution that combines real-time IP address management, with the automation of key network control and network change and configuration management processes. In 2001, after two years of research and development, we launched an integrated DNS and DHCP appliance. In 2005, we introduced, across all of our products, our proprietary Grid technology, which utilizes our real-time distributed network database to provide “always-on” access to network control data through a scalable, redundant and reliable architecture. One year later, we introduced real-time IP address management across all of our products to enhance further our network control offerings. In May 2010, we acquired Netcordia, Inc., an early stage company, whose network change and configuration management products and technologies we integrated with our product offerings to provide an integrated automated network control solution. This solution enables dynamic networks that are scalable and efficient, and require less administration. It includes a broad suite of purpose-built physical and virtual appliances and integrated, proprietary software that provides a range of scaling and performance capabilities. Our physical appliances are built by third-party manufacturers and primarily utilize readily available components. Our virtual appliances are designed to approximate their physical counterparts from a functionality, scaling and performance perspective and currently operate in VMware virtual environments and integrated within certain Cisco and Riverbed products.

We derive revenue from sales and licensing of our products and sales of our services. We generate products and licenses revenue primarily from sales of perpetual licenses to our software installed on our physical and virtual appliances. We generate services revenue primarily from sales of maintenance and support and, to a lesser extent, from sales of training and consulting services. End customers typically purchase maintenance and support in conjunction with purchases of our products, which they generally renew upon expiration. Maintenance and support provide a significant source of recurring revenue for us. In 2011 and for the three months ended October 31, 2011, services revenue was 39.6% and 42.3% of our net revenue.

We sell our products and services to enterprises and government entities primarily through our channel partners, including distributors, integrators, managed service providers and value-added resellers, or VARs, in the United States and internationally. We also have a field sales force that sells our solution directly to certain end customers, and typically works closely with our channel partners in all phases of initial sales of our products and services.

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We have more than 5,000 end customers worldwide. Our end customers span a broad range of industries and include Adobe, Barclays, Best Buy, Boeing, Caterpillar, the Federal Aviation Administration, IBM, Johnson & Johnson, KDDI, Quest Diagnostics, Reuters, the Royal Bank of Canada, Staples, TIMPO, U.S. Customs and Border Protection and Vodafone. In 2011, 62.3% of our net revenue was generated from the Americas, 26.5% from Europe, the Middle East and Africa and 11.2% from the Asia-Pacific region. During the three months ended October 31, 2011, 63.2% of our net revenue was generated from the Americas, 22.3% from Europe, the Middle East and Africa, and 14.5% from the Asia-Pacific region. No single end customer or channel partner accounted for more than 10% of our net revenue in 2009, 2010 or 2011 or in the three months ended October 31, 2011.

We have experienced rapid growth in recent periods. Our net revenue increased from $61.7 million in 2009 to $132.8 million in 2011, representing a compounded annual growth rate of 46.7%, and our cash flows from operating activities increased from $1.2 million to $21.5 million over that same period. Our net revenue increased from $29.2 million during the three months ended October 31, 2010 to $39.4 million during the three months ended October 31, 2011, representing a 34.9% increase. We also generated $2.2 million of cash flows from operating activities during each three month period ended October 31, 2010 and 2011. In 2010 and during the three months ended October 31, 2010, we had net income of $7.0 million and $0.2 million. In 2009 and 2011 and during the three months ended October 31, 2011, we had net losses of $10.4 million, $5.3 million and $1.8 million. As of October 31, 2011, we had an accumulated deficit of $101.7 million.

Factors Affecting Performance

Increasing Complexity of Networks

We believe that the increasing complexity of networks is straining legacy approaches to network control. Networks are becoming more complex for a variety of reasons, including increasing numbers of connected devices and applications, expanding use of dynamic network technologies, such as virtualization and cloud computing, and adoption of IPv6. We believe that automated network control solutions will continue to replace legacy approaches to network control as organizations pursue business imperatives that increasingly rely on dynamic networks. Our business and operating results will be significantly affected by the speed with which organizations implement dynamic networks and transition to automated network control.

Adding New End Customers

We believe that the automated network control market is underpenetrated. We intend to target new end customers by continuing to invest in our field sales force, extending our relationships with channel partners and leveraging managed service providers. Our business and operating results will depend on our ability to add new end customers continually.

Up-Selling to Growing End Customer Base

We expect that a substantial portion of our future sales will be follow-on sales to existing end customers. One of our sales strategies is to target end customers with initial deployments of our solution so that they can begin to experience the operational and economic benefits of that solution, thereby building internal support for expanded future deployments. Our business and operating results will depend on our ability to sell additional products to our growing base of end customers.

Leveraging Channel Partners

We expect to continue to derive a substantial majority of our sales through our channel partners. Our channel partners will play a significant role in our growth as they develop new end customers and expand our sales to existing end customers. We plan to continue to invest in our network of channel partners to empower them to reach new end customers more effectively, increase sales to existing end customers and provide services

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and support effectively. We believe that increasing channel leverage will extend and improve our engagement with end customers, while reducing our sales and support costs as a percentage of net revenue. Our business and operating results will be materially affected by our success in leveraging our channel partners.

Investing for Growth

We believe that the market for automated network control is still in its infancy, and our intention is to continue to invest for long-term growth. We expect to continue to invest heavily in research and development and selective acquisitions in order to expand the capabilities of our solution. In addition, we expect to continue to expand our field sales force and channel and technology partnerships to market our solution. We expect that our operating results will be impacted by the timing and size of these investments and that we will continue to incur net losses over the next few quarters.

Key Metrics of Our Business

We monitor a variety of key financial metrics to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess operational efficiencies. These key financial metrics include the following:

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
	(Dollars in thousands)
Key Financial Metrics
Net revenue	$	61,713		$	102,168		$	132,835		$	29,177		$	39,355
Deferred revenue, net	$	35,017		$	42,749		$	61,999		$	46,397		$	65,195
Change in deferred revenue, net	$	9,591		$	7,732		$	19,250		$	3,647		$	3,196
Gross margin		75.4	%		78.5	%		78.3	%		79.5	%		79.0	%
Income (loss) from operations	$	(10,077	)	$	8,356		$	(3,830	)	$	446		$	(1,166	)
Operating margin		(16.3	)%		8.2	%		(2.9	)%		1.5	%		(3.0	)%
Net cash provided by operating activities	$	1,222		$	15,283		$	21,502		$	2,152		$	2,150

Net Revenue. We monitor our net revenue to assess the acceptance of our products by our end customers and our growth in the markets we serve. We discuss our net revenue further below under “—Results of Operations.”

Deferred Revenue, Net. Our deferred revenue, net consists of amounts that have been invoiced but that have not yet been recognized as revenue, less the related cost of revenue. The majority of our deferred revenue balance consists of the unamortized portion of services revenue from maintenance and support service contracts. We also generally defer revenue on sales of products to distributors until reported sell-through. We monitor our deferred revenue balance because it represents a significant portion of the revenue that we will recognize in future periods. We also assess the change in our deferred revenue balance, which taken together with net revenue is an indication of sales activity in a given period.

Gross Margin. We monitor our gross margin to assess the impact on our current and forecasted financial results of any changes to the pricing and mix of products that we are selling to our end customers. We discuss our gross margin further below under “—Results of Operations.”

Income (Loss) From Operations and Operating Margin. We monitor our income (loss) from operations and operating margin to assess how effectively we are conducting our operations as well as controlling our operational costs, which are primarily driven by headcount. We discuss our operating costs further below under “—Results of Operations.”

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Net Cash Provided By Operating Activities. We monitor cash flow provided by operations as a measure of our overall business performance. Our cash provided by operating activities is driven primarily by sales of our products and licenses and, to a lesser extent, by up-front payments from end customers under maintenance and support contracts. Our primary uses of cash in operating activities are for personnel-related expenditures, costs of acquiring the hardware for our appliances, marketing and promotional expenses and costs related to our facilities. Monitoring cash provided by operating activities enables us to analyze our financial performance without the effects of certain non-cash items such as depreciation and amortization and stock-based compensation, thereby allowing us to better understand and manage the cash needs of our business. We discuss the components of cash provided by operating activities further below under “—Liquidity and Capital Resources.”

Summary of Acquisitions

We have undertaken a number of strategic acquisitions to broaden our technology portfolio and expand our product offerings. In May 2010, we acquired Netcordia, Inc., in exchange for our capital stock and warrants to purchase our capital stock, together valued at $43.5 million. In addition, since 2007 we have made three other acquisitions of technology or patents for an aggregate amount of $4.6 million in cash and stock.

The intangible assets acquired in these transactions are being amortized over their estimated useful lives, resulting in amortization of intangible assets expense of $3.3 million in 2011 and $0.9 million during the three months ended October 31, 2011. We expect that, as a result of these acquisitions, we will continue to have amortization of intangible assets expense in future periods. Also, as a result of these acquisitions, we have recorded goodwill of $32.7 million on our balance sheet; if some or all of the value of this goodwill becomes impaired in the future, we would be required to record the diminution in value of goodwill as an expense in our statement of operations. In addition, the convertible preferred stock warrants issued in connection with the Netcordia acquisition are classified as a liability on our consolidated balance sheets and, as such, are re-measured to fair value at each balance sheet date, with the corresponding gain or loss from the adjustment recorded in other income (expense), net.

Non-GAAP Financial Measures

To supplement our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles, or GAAP, we consider certain financial measures that are not prepared in accordance with GAAP, including non-GAAP gross profit and margin and non-GAAP income (loss) from operations and operating margin. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. Non-GAAP gross margin is gross margin as reported on our consolidated statements of operations, excluding the impact of stock-based compensation and amortization of intangible assets, which are non-cash charges. Non-GAAP income (loss) from operations is operating income (loss) from operations as reported on our consolidated statements of operations, excluding the impact of stock-based compensation and amortization of intangible assets. Non-GAAP operating margin is non-GAAP income (loss) from operations divided by net revenue.

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The following table reconciles GAAP gross profit and margin and GAAP income (loss) from operations and operating margin as reported on our condensed consolidated statements of operations to non-GAAP gross profit and margin and non-GAAP income (loss) from operations and operating margin.

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
	(Dollars in thousands)
Net revenue	$	61,713		$	102,168		$	132,835		$	29,177		$	39,355
GAAP gross profit		46,557			80,215			103,996			23,194			31,090
Stock-based compensation		102			146			283			58			99
Amortization of intangible assets		286			440			1,059			226			330
Non-GAAP gross profit	$	46,945		$	80,801		$	105,338		$	23,478		$	31,519
Non-GAAP gross margin		76.1	%		79.1	%		79.3	%		80.5	%		80.1	%
GAAP operating expenses	$	56,634		$	71,859		$	107,826		$	22,748		$	32,256
Stock-based compensation		1,358			2,542			4,850			1,264			1,593
Amortization of intangible assets		7			553			2,243			553			579
Non-GAAP operating expenses		55,269			68,764			100,733			20,931			30,084
Non-GAAP income (loss) from operations	$	(8,324	)	$	12,037		$	4,605		$	2,547		$	1,435
Non-GAAP operating margin		(13.5	%)		11.8	%		3.5	%		8.7	%		3.6	%

We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance, as they help illustrate underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in these non-GAAP financial measures. Furthermore, we use these measures to establish budgets and operational goals for managing our business and evaluating our performance. We also believe that these non-GAAP financial measures provide an additional tool for investors to use in comparing our recurring core business operating results over multiple periods with other companies in our industry, many of which present similar non-GAAP financial measures to investors.

These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures rather than the nearest GAAP equivalent of these financial measures. First, these non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation and amortization of intangible assets. Stock-based compensation has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and is an important part of our employees’ compensation that affects their performance. Second, the expenses that we exclude in our calculation of these non-GAAP financial measures may differ from the expenses, if any, that our peer companies may exclude when they report their results of operations. We compensate for these limitations by providing the nearest GAAP equivalents of these non-GAAP financial measures and describing these GAAP equivalents under “—Results of Operations” below.

Basis of Presentation

Net Revenue

We derive our net revenue from sales and licensing of our products and sales of our services. Our net revenue is comprised of the following:

• Products and Licenses Revenue. We generate products and licenses revenue primarily from sales of perpetual licenses to our software installed on our physical appliances and on virtualized appliances for third-party platforms. As a percentage of net revenue, we expect our products and licenses revenue may

48

vary from quarter to quarter based on, among other things, the timing of orders and delivery of products, seasonal and cyclical factors and the impact of significant transactions with unique terms and conditions that may require deferral of revenue. In addition, a significant portion of our product sales is to distributors where revenue recognition is generally determined upon their sell-through to resellers or, if there is no reseller, end customers.

• Services Revenue. We generate services revenue from sales of maintenance and support, training and consulting. We generate maintenance and support revenue from sales of technical support services contracts that are bundled with sales of appliances and add-on software modules and subsequent renewals of those contracts. We offer maintenance and support services under renewable, fee-based contracts, which include 24-hour technical support, hardware repair and replacement parts, bug fixes, patches and unspecified upgrades on a when-and-if available basis. We recognize maintenance and support revenue over the duration of the contract; as a result, the impact on services revenue will lag any shift in products and licenses revenue. Training revenue consists of fees that we earn from training end customers and channel partners on the use of our products. Consulting revenue consists of fees that we earn related to installation, implementation, data migration and other services we provide to our end customers in conjunction with the deployment of our products. In absolute dollars, we expect our services revenue to increase as we renew existing maintenance and support contracts and expand our end customer base.

Cost of Revenue

Our cost of revenue is comprised of the following:

• Cost of Products and Licenses Revenue. Cost of products and licenses revenue is comprised primarily of the cost of third-party hardware manufacturing services. Our cost of products and licenses revenue also includes personnel costs, amortization of our acquired intangible assets, shipping costs, an allocated portion of facility and IT costs, warranty expenses and royalty fees. Cost of products and licenses revenue as a percentage of net revenue has been and will continue to be affected by a variety of factors, including the sales prices of our products, manufacturing costs, the mix of products sold and any excess inventory write-offs. We believe our cost of products and licenses revenue as a percentage of net revenue for the coming quarters will increase compared to that incurred through the quarter ended October 31, 2011 as we continue to introduce higher performance appliances and components.

• Cost of Services Revenue. Cost of services revenue is comprised primarily of personnel costs for our technical support, training and consulting teams. Cost of services revenue also includes the costs of refurbished inventory used to provide hardware replacements to end customers under maintenance and support contracts and an allocated portion of facility and IT costs. We expect cost of services revenue to increase in absolute dollars as we increase our headcount in order to support our growing end customer base. Generally, services revenue has lower margins than products and licenses revenue; thus, expansion of our services organization could reduce our overall gross margin if our products and licenses revenue were not to increase commensurately.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing and general and administrative expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of wages, benefits, bonuses, and, with respect to sales and marketing expenses, sales commissions. Personnel costs also include stock-based compensation and travel expenses. We expect personnel costs to continue to increase in absolute dollars as we hire new employees to continue to grow our business.

Research and Development Expenses. Our research and development efforts are focused on maintaining and developing additional functionality for our existing products and on new product development. A majority of our

49

research and development expenses are comprised of personnel costs, with the remainder being third-party engineering and development support costs, an allocated portion of facility and IT costs and depreciation. We expense research and development costs as incurred. We expect our research and development expenses to increase in absolute dollars as we continue to enhance our existing products and develop new products.

Sales and Marketing Expenses. Sales and marketing expenses are the largest component of our operating expenses and consist primarily of personnel costs, including commissions and travel expenses. Sales and marketing expenses also include costs related to marketing and promotional activities, with the remainder being an allocated portion of facility and IT costs and depreciation and amortization of acquired intangible assets. We expect our sales and marketing expenses to increase in absolute dollars as we expand our sales and marketing efforts worldwide and expand our relationships with current and future channel partners and end customers.

General and Administrative Expenses. General and administrative expenses consist primarily of personnel costs and, to a lesser extent, professional fees, an allocated portion of facility and IT costs and depreciation. General and administrative personnel costs include those for our executive, finance, IT, human resources and legal functions. Our professional fees consist primarily of accounting, external legal, IT and other consulting costs. We expect our general and administrative expenses to increase in absolute dollars to support our growing infrastructure needs and as we assume the reporting requirements and compliance obligations of a public company.

Other Income (Expense)

Other income (expense) is comprised of the following items:

Interest Income (Expense), Net. Interest income, net consists primarily of interest income earned on our cash and cash equivalents balances. We expect interest income will vary each reporting period depending on our average cash and cash equivalents balances during the period and market interest rates.

Other Income (Expense), Net. Other income (expense), net consists primarily of foreign currency exchange gains and losses and fair value adjustments related to warrants to purchase our convertible preferred stock. Our foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Our outstanding convertible preferred stock warrants are classified as a liability on our consolidated balance sheets and, as such, are re-measured to fair value at each balance sheet date, with the corresponding gain or loss from the adjustment recorded in other income (expense), net. We will continue to record adjustments to the fair value of the warrants until they are exercised, automatically convert into warrants to purchase common stock or expire, at which time the warrants will no longer be re-measured at each balance sheet date. Following completion of this offering, these warrants will automatically convert into warrants to purchase common stock and, upon that conversion, will no longer be classified as a liability on our consolidated balance sheet.

Provision for Income Taxes

We operate in a number of tax jurisdictions and are subject to taxes in each country or jurisdiction in which we conduct business. Earnings from our non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax. Our tax expense to date is comprised of current federal alternative minimum tax, state taxes and foreign income taxes.

We recognize deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which we expect the differences to reverse. We record a valuation allowance to reduce the deferred tax assets to the amount that we are more likely than not to realize.

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Our effective tax rate includes the impact of certain undistributed foreign earnings for which we have not provided U.S. taxes because we plan to reinvest such earnings indefinitely outside the United States.

The income tax provision for the three months ended October 31, 2011, was computed on our annual forecast of profit and losses by jurisdiction for the tax year ending July 31, 2012. Our estimated annual effective tax rate is based on our expectation that we will record a valuation allowance that will offset the potential tax benefit of certain United States tax losses and credit carryforwards generated during fiscal 2012.

Results of Operations

The following tables provide consolidated statements of operations data in dollars and as a percentage of our net revenue. We have derived the data for our years ended July 31, 2009, 2010 and 2011 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the data for the three months ended October 31, 2010 and 2011 from our unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
	(Dollars in thousands)
Statement of Operations Data:
Net revenue:
Products and licenses	$	35,358		$	65,849		$	80,274		$	17,963		$	22,691
Services		26,355			36,319			52,561			11,214			16,664
Total net revenue		61,713			102,168			132,835			29,177			39,355
Cost of revenue(1):
Products and licenses(2)		9,036			13,770			16,652			3,469			4,694
Services		6,120			8,183			12,187			2,514			3,571
Total cost of revenue		15,156			21,953			28,839			5,983			8,265
Gross profit		46,557			80,215			103,996			23,194			31,090
Operating expenses:
Research and development(1)		15,396			18,066			29,605			5,879			8,906
Sales and marketing(1)(2)		34,685			45,413			67,390			14,759			19,673
General and administrative(1)		6,553			8,380			10,831			2,110			3,677
Total operating expenses		56,634			71,859			107,826			22,748			32,256
Income (loss) from operations		(10,077	)		8,356			(3,830	)		446			(1,166	)
Other income (expense):
Interest income, net		35			13			40			7			11
Other expense, net		(98	)		(370	)		(730	)		(124	)		(179	)
Total other income (expense)		(63	)		(357	)		(690	)		(117	)		(168	)
Income (loss) before provision for income taxes		(10,140	)		7,999			(4,520	)		329			(1,334	)
Provision for income taxes		276			1,011			802			123			435
Net income (loss)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)

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	Years Ended July 31,									Three Months  Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Statement of Operations Data:
Net revenue:
Products and licenses		57.3	%		64.5	%		60.4	%		61.6	%		57.7	%
Services		42.7			35.5			39.6			38.4			42.3
Total net revenue		100.0			100.0			100.0			100.0			100.0
Cost of revenue(1):
Products and licenses(2)		14.7			13.5			12.5			11.9			11.9
Services		9.9			8.0			9.2			8.6			9.1
Total cost of revenue		24.6			21.5			21.7			20.5			21.0
Gross margin		75.4			78.5			78.3			79.5			79.0
Operating expenses:
Research and development(1)		24.9			17.7			22.3			20.1			22.6
Sales and marketing(1)(2)		56.2			44.4			50.7			50.7			50.0
General and administrative(1)		10.6			8.2			8.2			7.2			9.3
Total operating expenses		91.7			70.3			81.2			78.0			81.9
Operating margin		(16.3	)		8.2			(2.9	)		1.5			(2.9	)
Other income (expense):
Interest income, net		0.1			—			—			—			—
Other expense, net		(0.2	)		(0.4	)		(0.5	)		(0.4	)		(0.5	)
Total other income (expense)		(0.1	)		(0.4	)		(0.5	)		(0.4	)		(0.5	)
Income (loss) before provision for income taxes		(16.4	)		7.8			(3.4	)		1.1			(3.4	)
Provision for income taxes		0.5			1.0			0.6			0.4			1.1
Net income (loss)		(16.9	)%		6.8	%		(4.0	)%		0.7	%		(4.5	)%

(1) Results above include stock-based compensation as follows:

	Years Ended July 31,						Three Months  Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
	(In thousands)
Stock-based compensation:
Cost of revenue	$	102	$	146	$	283	$	58	$	99
Research and development		440		580		1,126		240		358
Sales and marketing		606		1,311		2,546		736		810
General and administrative		312		651		1,178		288		425
Total stock-based compensation	$	1,460	$	2,688	$	5,133	$	1,322	$	1,692

(2) Results above include amortization of intangible assets as follows:

	Years Ended July 31,						Three Months  Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
	(In thousands)
Amortization of intangible assets:
Cost of products and licenses revenue	$	286	$	440	$	1,059	$	226	$	330
Sales and marketing		7		553		2,243		553		579
Total amortization of intangible assets	$	293	$	993	$	3,302	$	779	$	909

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Results of Operations for the Three Months Ended October 31, 2010 and 2011

Net Revenue

	Three Months Ended October 31,				Change in
	2010		2011		$		%
	(Dollars in thousands)
Net revenue:
Products and licenses	$	17,963	$	22,691	$	4,728		26.3	%
Services		11,214		16,664		5,450		48.6
Total net revenue	$	29,177	$	39,355	$	10,178		34.9

Our net revenue increased by $10.2 million, or 34.9%, to $39.4 million during the three months ended October 31, 2011 from $29.2 million during the three months ended October 31, 2010.

Products and licenses revenue increased by $4.7 million, or 26.3%, to $22.7 million during the three months ended October 31, 2011 from $18.0 million during the three months ended October 31, 2010. The change was attributable to higher demand for our products resulting in more units being sold.

Services revenue increased by $5.5 million, or 48.6%, to $16.7 million during the three months ended October 31, 2011 from $11.2 million during the three months ended October 31, 2010. The change was primarily attributable to the increase in product sales in 2011, which resulted in an increase in the number of maintenance and support contracts and the volume of support services being provided.

Gross Profit

	Three Months Ended October 31,						Change in
	2010			2011			$		%
	(Dollars in thousands)
Gross profit:
Products and licenses gross profit	$	14,494		$	17,997		$	3,503
Products and licenses gross margin		80.7	%		79.3	%				(1.4	)
Services gross profit	$	8,700		$	13,093		$	4,393
Services gross margin		77.6	%		78.6	%				1.0
Total gross profit	$	23,194		$	31,090		$	7,896
Total gross margin		79.5	%		79.0	%				(0.5	)

Total gross margin decreased from 79.5% during the three months ended October 31, 2010 to 79.0% during the three months ended October 31, 2011 as the increase in the services gross margin was more than offset by the decrease in the products and licenses gross margin. The 1.4 percentage point decrease in products and licenses gross margin was attributable to our recognizing a liability of $0.4 million for non-cancelable purchase commitments to our contract manufacturer for inventory that we deemed as excess and obsolete at October 31, 2011 combined with an increase in intangible asset amortization associated with our 2011 asset acquisitions. The 1.0 percentage point increase in services gross margin was principally the result of personnel costs growing more slowly than services revenue.

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Operating Expenses

	Three Months Ended October 31,				Change in
	2010		2011		$		%
	(Dollars in thousands)
Operating expenses:
Research and development	$	5,879	$	8,906	$	3,027		51.5	%
Sales and marketing		14,759		19,673		4,914		33.3
General and administrative		2,110		3,677		1,567		74.3
Total operating expenses	$	22,748	$	32,256	$	9,508		41.8

Research and Development Expenses. Research and development expenses increased by $3.0 million, or 51.5%, to $8.9 million during the three months ended October 31, 2011 from $5.9 million during the three months ended October 31, 2010. The change was primarily attributable to a $1.7 million increase in personnel costs, which includes a $0.1 million increase in stock-based compensation, resulting from increased headcount as we focused our efforts on the development of additional functionality for our existing products and new product development. The change was also due to a $0.8 million increase in the cost of third-party engineering and development services resulting from our increase in the use of those services to support our growing product development activities and a $0.2 million increase in facility and IT expense allocations.

Sales and Marketing Expenses. Sales and marketing expenses increased by $4.9 million, or 33.3%, to $19.7 million during the three months ended October 31, 2011 from $14.8 million during the three months ended October 31, 2010. The change was primarily attributable to a $3.7 million increase in personnel costs, which includes a $0.7 million increase in travel-related costs, a $0.6 million increase in commissions resulting from increased sales and a $0.1 million increase in stock-based compensation. The change was also attributable to a $0.6 million increase in marketing expenses related to increased participation in marketing events with channel and technology partners and a $0.4 million increase in facility and IT expense allocations.

General and Administrative Expenses. General and administrative expenses increased by $1.6 million, or 74.3%, to $3.7 million during the three months ended October 31, 2011 from $2.1 million during the three months ended October 31, 2010. The change was primarily attributable to a $0.6 million increase in personnel costs, which includes a $0.1 million increase in stock-based compensation, and a $0.6 million increase in professional fees, principally legal and accounting fees associated with this offering.

Other Income (Expense)

	Three Months Ended October 31,						Change in
	2010			2011			$			%
	(Dollars in thousands)
Other income (expense)	$	(117	)	$	(168	)	$	(51	)		(43.6	%)

Other income (expense) decreased by $0.1 million due to greater foreign currency exchange losses.

Provision for Income Taxes

	Three Months Ended October 31,				Change in
	2010		2011		$		%
	(Dollars in thousands)
Provision for income taxes	$	123	$	435	$	312		253.7	%

The $0.3 million increase in our provision for income taxes was primarily due to higher foreign income taxes and lower federal and state taxes.

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Results of Operations for the Years Ended July 31, 2009, 2010 and 2011

The following table presents our net revenue for the periods indicated and related changes from the prior periods:

Net Revenue

	Years Ended July 31,				Change in					Years Ended July 31,				Change in
	2009		2010		$		%			2010		2011		$		%
	(Dollars in thousands)
Net revenue:
Products and licenses	$	35,358	$	65,849	$	30,491		86.2	%	$	65,849	$	80,274	$	14,425		21.9	%
Services		26,355		36,319		9,964		37.8			36,319		52,561		16,242		44.7
Total net revenue	$	61,713	$	102,168	$	40,455		65.6		$	102,168	$	132,835	$	30,667		30.0

2010 Compared to 2011. Our net revenue increased by $30.7 million, or 30.0%, to $132.8 million in 2011 from $102.2 million in 2010.

Products and licenses revenue increased by $14.4 million, or 21.9%, to $80.3 million in 2011 from $65.8 million in 2010. The change was due primarily to higher demand for our products resulting in more units being sold and, to a lesser extent, incremental revenue of $4.7 million related to sales of NetMRI products as a result of the acquisition of Netcordia. Products and licenses revenue in 2010 included the recognition of $6.9 million of revenue from products sold in 2009 for which revenue was required to be deferred. Revenue on these sales was deferred because of the early announcement of features that were to be provided as a free enhancement to end customers that had maintenance and support contracts.

Services revenue increased $16.2 million, or 44.7%, to $52.6 million in 2011 from $36.3 million in 2010. The change was primarily attributable to the increase in product sales in 2011, which resulted in a corresponding increase in the number of maintenance and support contracts.

2009 Compared to 2010. Our net revenue increased by $40.5 million, or 65.6%, to $102.2 million in 2010 from $61.7 million in 2009.

Products and licenses revenue increased by $30.5 million, or 86.2%, to $65.8 million in 2010 from $35.4 million in 2009. The change was due primarily to higher demand for our products resulting in more units being sold. In addition, during 2010, we recognized $6.9 million of products and licenses revenue that was required to be deferred in 2009. We acquired Netcordia in late 2010, and thus the acquired product family did not have a significant impact on 2010 products and licenses revenue.

Services revenue increased $10.0 million, or 37.8%, to $36.3 million in 2010 from $26.4 million in 2009. The change was primarily attributable to the increase in product sales in 2010, which resulted in an increase in the number of maintenance and support contracts.

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Gross Profit

	Years Ended July 31,						Change in				Years Ended July 31,						Change in
	2009			2010			$		%		2010			2011			$		%
	(Dollars in thousands)
Gross profit:
Products and licenses gross profit	$	26,322		$	52,079		$	25,757			$	52,079		$	63,622		$	11,543
Products and licenses gross margin		74.4	%		79.1	%				4.7		79.1	%		79.3	%				0.2
Services gross profit	$	20,235		$	28,136		$	7,901			$	28,136		$	40,374		$	12,238
Services gross margin		76.8	%		77.5	%				0.7		77.5	%		76.8	%				(0.7	)
Total gross profit	$	46,557		$	80,215		$	33,658			$	80,215		$	103,996		$	23,781
Total gross margin		75.4	%		78.5	%				3.1		78.5	%		78.3	%				(0.2	)

2010 Compared to 2011. Total gross margin decreased slightly from 78.5% in 2010 to 78.3% in 2011 as the increase in products and licenses gross margin was more than offset by the decrease in services gross margin. The 0.2 percentage point increase in products and licenses gross margin was primarily due to higher sales of lower cost virtual products partially offset by an increase in intangible asset amortization associated with our Netcordia acquisition and our 2011 asset acquisitions. The 0.7 percentage point decrease in services gross margin was principally the result of an increase in headcount, primarily in technical support and consulting teams.

2009 Compared to 2010. Total gross margin increased from 75.4% in 2009 to 78.5% in 2010. The 4.7 percentage point increase in products and licenses gross margin was primarily due to improved average selling prices on our products and lower costs as a percentage of net revenue. The 0.7 percentage point increase in services gross margin primarily resulted from growth in personnel costs being slower than the growth in services revenue.

Operating Expenses

	Years Ended July 31,				Change in					Years Ended July 31,				Change in
	2009		2010		$		%			2010		2011		$		%
	(Dollars in thousands)
Operating expenses:
Research and development	$	15,396	$	18,066	$	2,670		17.3	%	$	18,066	$	29,605	$	11,539		63.9	%
Sales and marketing		34,685		45,413		10,728		30.9			45,413		67,390		21,977		48.4
General and administrative		6,553		8,380		1,827		27.9			8,380		10,831		2,451		29.2
Total operating expenses	$	56,634	$	71,859	$	15,225		26.9		$	71,859	$	107,826	$	35,967		50.1

2010 Compared to 2011.

Research and Development Expenses

Research and development expenses increased by $11.5 million, or 63.9%, to $29.6 million in 2011 from $18.1 million in 2010. The change was primarily attributable to a $6.1 million increase in personnel costs, which includes a $0.5 million increase in stock-based compensation, resulting from increased headcount as we focused our efforts on the development of additional functionality for our existing products and new product

56

development. The change was also due to a $3.6 million increase in the cost of third-party engineering and development services resulting from our increase in the use of those services to support our growing product development activities and a $1.3 million increase in facility and IT expense allocations.

Sales and Marketing Expenses

Sales and marketing expenses increased by $22.0 million, or 48.4%, to $67.4 million in 2011 from $45.4 million in 2010. The change was primarily attributable to a $15.2 million increase in personnel costs, which includes a $2.4 million increase in commissions resulting from increased sales in 2011, a $2.2 million increase in travel-related costs and a $1.2 million increase in stock-based compensation. The change was also attributable to a $1.9 million increase in facility and IT expense allocations, a $1.7 million increase in marketing expenses related to increased participation in marketing events with channel and technology partners and a $1.7 million increase in amortization of intangible assets.

General and Administrative Expenses

General and administrative expenses increased by $2.5 million, or 29.2%, to $10.8 million in 2011 from $8.4 million in 2010. The change was primarily attributable to a $1.2 million increase in personnel costs, which includes a $0.5 million increase in stock-based compensation, and a $1.1 million increase in professional fees, principally legal and accounting fees relating to an acquisition and our preparation for this offering.

2009 Compared to 2010.

Research and Development Expenses

Research and development expenses increased by $2.7 million, or 17.3%, to $18.1 million in 2010 from $15.4 million in 2009. The change was primarily attributable to a $1.5 million increase in personnel costs due to the increase in headcount resulting from the Netcordia acquisition and an increase in bonuses. The change was also due to a $1.2 million increase in third-party engineering and development services resulting from our expanding use of these services to support our growing product development activities.

Sales and Marketing Expenses

Sales and marketing expenses increased by $10.7 million, or 30.9%, to $45.4 million in 2010 from $34.7 million in 2009. The change was primarily attributable to a $9.5 million increase in personnel costs, which includes a $4.6 million increase in commissions resulting from increased sales in 2010 and a $0.7 million increase in stock-based compensation, resulting from to increased headcount arising from our acquisition of Netcordia and additional personnel hired to support our growth. The change was also attributable to a $0.5 million increase in amortization of intangible assets associated with that acquisition.

General and Administrative Expenses

General and administrative expenses increased by $1.8 million, or 27.9%, to $8.4 million in 2010 from $6.6 million in 2009. The change was primarily attributable to a $1.1 million increase in personnel costs, which includes a $0.3 million increase in stock-based compensation, and a $0.7 million increase in professional fees mainly related to transaction costs associated with the Netcordia acquisition.

Other Income (Expense)

	Years Ended July 31,						Change in						Years Ended July 31,						Change in
	2009			2010			$			%			2010			2011			$			%
	(Dollars in thousands)
Other income (expense)	$	(63	)	$	(357	)	$	(294	)		466.7	%	$	(357	)	$	(690	)	$	(333	)		93.3	%

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2010 Compared to 2011. Other income (expense) increased by $0.3 million from 2010 to 2011 due to a $0.2 million increase in foreign currency exchange losses and $0.1 million from the revaluation of our outstanding convertible preferred stock warrants.

2009 Compared to 2010. Other income (expense) increased by $0.3 million from 2009 to 2010 due almost entirely to greater foreign currency exchange losses.

Provision for Income Taxes

	Years Ended July 31,				Change in					Years Ended July 31,				Change in
	2009		2010		$		%			2010		2011		$			%
	(Dollars in thousands)
Provision for income taxes	$	276	$	1,011	$	735		266.3	%	$	1,011	$	802	$	(209	)		(20.7	%)

2010 Compared to 2011. Due to the full valuation allowance recorded against federal and state deferred tax assets, our provision for income taxes in 2010 and 2011 consisted of federal alternative minimum, state and foreign taxes. The effective tax rates for 2010 and 2011 were 12.6% and (17.7%). The decrease in both our provision for income taxes and our effective tax rate from 2010 to 2011 was principally attributable to the $12.5 million decrease in pre-tax income from 2010 to 2011.

2009 Compared to 2010. Due to the full valuation allowance recorded against federal and state deferred tax assets, our provision for income taxes for 2009 consisted of current state and foreign taxes whereas the provision for income taxes for 2010 consisted of federal alternative minimum, state and foreign taxes. The provision for income taxes was approximately $0.7 million greater in 2010 than in 2009. The effective tax rates for 2009 and 2010 were (2.7%) and 12.6%. The increase in both our provision for income taxes and our effective tax rate was principally attributable to the $18.1 million increase in pre-tax income from 2009 to 2010.

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Quarterly Results of Operations

The following tables set forth our unaudited quarterly consolidated statement of operations data in dollars and as a percentage of our net revenue for each of the last six quarters in the period ended October 31, 2011. The unaudited quarterly consolidated statement of operations data below have been prepared on the same basis as the audited consolidated financial statements included elsewhere in this prospectus and reflect all necessary adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of this information. The results of historical quarters are not necessarily indicative of the results of operations for a full year or any future period.

	Three Months Ended
	July 31, 2010			October 31, 2010			January 31, 2011			April 30, 2011			July 31, 2011			October 31, 2011
	(In thousands)
Net revenue:
Products and licenses	$	15,017		$	17,963		$	19,847		$	18,387		$	24,077		$	22,691
Services		10,612			11,214			12,631			13,400			15,316			16,664
Total net revenue		25,629			29,177			32,478			31,787			39,393			39,355
Cost of revenue(1):
Products and licenses(2)		3,283			3,469			3,996			4,204			4,983			4,694
Services		2,516			2,514			3,113			2,992			3,568			3,571
Total cost of revenue		5,799			5,983			7,109			7,196			8,551			8,265
Gross profit		19,830			23,194			25,369			24,591			30,842			31,090
Operating expenses:
Research and development(1)		5,797			5,879			6,905			7,358			9,463			8,906
Sales and marketing(1)(2)		15,266			14,759			15,831			17,001			19,799			19,673
General and administrative(1)		2,618			2,110			2,421			3,055			3,245			3,677
Total operating expenses		23,681			22,748			25,157			27,414			32,507			32,256
Income (loss) from operations		(3,851	)		446			212			(2,823	)		(1,665	)		(1,166	)
Other income (expense):
Interest income, net		6			7			11			11			11			11
Other expense, net		(145	)		(124	)		(222	)		(223	)		(161	)		(179	)
Total other income (expense)		(139	)		(117	)		(211	)		(212	)		(150	)		(168	)
Income (loss) before provision from income taxes		(3,990	)		329			1			(3,035	)		(1,815	)		(1,334	)
Provision for (benefit from) income taxes		(506	)		123			339			39			301			435
Net income (loss)	$	(3,484	)	$	206		$	(338	)	$	(3,074	)	$	(2,116	)	$	(1,769	)

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	Three Months Ended
	July 31, 2010			October 31, 2010			January 31, 2011			April 30, 2011			July 31, 2011			October 31, 2011
	(As % of net revenue)
Net revenue:
Products and licenses		58.6	%		61.6	%		61.1	%		57.8	%		61.1	%		57.7	%
Services		41.4			38.4			38.9			42.2			38.9			42.3
Total net revenue		100.0			100.0			100.0			100.0			100.0			100.0
Cost of revenue:
Products and licenses		12.8			11.9			12.3			13.2			12.6			11.9
Services		9.8			8.6			9.6			9.4			9.1			9.1
Total cost of revenue		22.6			20.5			21.9			22.6			21.7			21.0
Gross profit		77.4			79.5			78.1			77.4			78.3			79.0
Operating expenses:
Research and development		22.6			20.1			21.3			23.2			24.0			22.6
Sales and marketing		59.6			50.7			48.7			53.5			50.3			50.0
General and administrative		10.2			7.2			7.4			9.6			8.2			9.3
Total operating expenses		92.4			78.0			77.4			86.3			82.5			81.9
Income (loss) from operations		(15.0	)		1.5			0.7			(8.9	)		(4.2	)		(2.9	)
Other income (expense):
Interest income, net		—			—			—			—			—			—
Other expense, net		(0.6	)		(0.4	)		(0.7	)		(0.7	)		(0.4	)		(0.5	)
Total other income (expense)		(0.6	)		(0.4	)		(0.7	)		(0.7	)		(0.4	)		(0.5	)
Income (loss) before provision for income taxes		(15.6	)		1.1			—			(9.6	)		(4.6	)		(3.4	)
Provision for (benefit from) income taxes		(2.0	)		0.4			1.0			0.1			0.8			1.1
Net income (loss)		(13.6	%)		0.7	%		(1.0	%)		(9.7	%)		(5.4	%)		(4.5	%)

(1) Results above include stock-based compensation as follows:

	Three Months Ended
	July 31, 2010		October 31, 2010		January 31, 2011		April 30, 2011		July 31, 2011		October 31, 2011
	(In thousands)
Stock-based compensation:
Cost of revenue	$	50	$	58	$	65	$	75	$	85	$	99
Research and development		226		240		255		277		354		358
Sales and marketing		727		736		553		615		642		810
General and administrative		281		288		250		313		327		425
Total stock-based compensation	$	1,284	$	1,322	$	1,123	$	1,280	$	1,408	$	1,692

(2) Results above include amortization of intangible assets as follows:

	Three Months Ended
	July 31, 2010		October 31, 2010		January 31, 2011		April 30, 2011		July 31, 2011		October 31, 2011
	(In thousands)
Amortization of intangible assets:
Cost of products and licenses revenue	$	226	$	226	$	226	$	278	$	329	$	330
Sales and marketing		553		553		553		558		579		579
Total amortization of intangible assets	$	779	$	779	$	779	$	836	$	908	$	909

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Quarterly Trends

Our net revenue increased sequentially in absolute dollars in all quarters presented, except for the quarters ended April 30, 2011 and October 31, 2011, primarily as a result of higher demand for our products. The slight decline in the quarter ended April 30, 2011 was the result of a large transaction that closed in that quarter but for which a significant amount of product could not be delivered until the following quarter, which delayed the recognition of a significant portion of the revenue from that transaction. The slight decline in the quarter ended October 31, 2011 was attributable to a delay in the timing of when we could recognize revenue for shipments to distributors.

Our cost of revenue increased sequentially in absolute dollars in all quarters presented, except for the quarter ended October 31, 2011, primarily as a result of higher demand for our products, resulting in an increase in products and licenses costs and costs to provide services to our end customers. The decline in the quarter ended October 31, 2011 was the result of lower personnel costs and product costs, due to a comparable decrease in products and licenses revenue, partially offset by a charge of $0.4 million for inventory we deemed as excess and obsolete at October 31, 2011. The slight decline in our cost of services revenue in the quarter ended April 30, 2011 was a result of relatively higher costs in the previous quarter related to the write-down of refurbished inventory used to provide hardware replacements to end customers under support agreements. Our gross margin in the quarter ended April 30, 2011 was negatively impacted by a decline in products and licenses revenue. Because of our relatively high gross margins, increases in gross profit in the quarters ended October 31, 2010, July 31, 2011 and October 31, 2011 were generally the result of comparable increases in net revenue.

Our research and development expenses increased sequentially in absolute dollars in all quarters presented, except for the quarter ended October 31, 2011, as we continued to invest in additional employees and outside resources to develop new products and product enhancements. The slight decline in the quarter ended October 31, 2011 was attributable to lower personnel costs and usage of third-party engineering and development services than in the previous quarter.

Our sales and marketing expenses increased sequentially in absolute dollars in all quarters presented, except for the quarters ended October 31, 2010 and 2011, as we continued to expand our sales organization and increased our marketing efforts to support our overall business growth. The slight decline in the quarter ended October 31, 2010 was primarily the result of relatively lower commission costs. The slight decline in the quarter ended October 31, 2011 was due to the decline in products and licenses revenue as compared to the previous quarter resulting in lower commission costs.

Our general and administrative expenses increased sequentially in absolute dollars from the quarter ended October 31, 2010 onward as we continued to invest in hiring employees and due to increased costs relating to consulting services, IT and facilities to support our growth in operations and legal and accounting fees. General and administrative expenses in the quarter ended July 31, 2010 were higher than the following quarter principally due to professional services incurred in connection with our acquisition of Netcordia.

Liquidity and Capital Resources

Since our inception, we have financed our operations and acquisitions primarily through private placements of our convertible preferred stock and cash flow from operations. Our principal sources of liquidity as of October 31, 2011 consisted of cash and cash equivalents of $43.5 million. We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our spending to support research and development efforts, the expansion of our sales and marketing activities, the introduction of new and enhanced products and services offerings and our costs to ensure access to adequate manufacturing capacity. In the event that we require additional financing from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

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We have incurred operating losses in each year of our operations, except 2010, and, as of October 31, 2011, had working capital of $9.8 million (which was reduced by $46.5 million of current deferred revenue, net), an accumulated deficit of $101.7 million and a total stockholders’ deficit of $68.7 million. Our cash provided by operating activities can vary from period to period, particularly as a result of timing differences between billing and collection of receivables. Our cash used in investing activities principally relates to our capital expenditures. Our cash provided by financing activities principally relates to issuances of our common stock.

Cash Flows

We derived the following summary of our cash flows for the periods indicated from our audited consolidated financial statements included elsewhere in this prospectus:

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
	(In thousands)
Net cash provided by operating activities	$	1,222		$	15,283		$	21,502		$	2,152		$	2,150
Net cash used in investing activities		(347	)		(854	)		(7,789	)		(618	)		(1,173	)
Net cash provided by financing activities		241			713			1,104			207			342

Cash Flows from Operating Activities

Our cash provided by operating activities is driven primarily by sales and licenses of our products and, to a lesser extent, by up-front payments from end customers under maintenance and support contracts. Our primary uses of cash from operating activities have been for personnel-related expenditures, manufacturing costs, marketing and promotional expenses and costs related to our facilities. Our cash flows from operating activities will continue to be affected principally by our working capital requirements and the extent to which we increase spending on personnel and sales and marketing activities as our business grows.

Cash provided by operating activities of $2.2 million during the three months ended October 31, 2011 was primarily attributable to a net loss of $1.8 million offset by non-cash charges of $1.7 million for stock-based compensation and $1.6 million for depreciation and amortization. The $0.7 million increase in our net operating assets and liabilities was primarily a result of an increase in deferred revenue, net of $3.2 million, which was attributable to an increase in sales of our maintenance and support contracts. This source of cash was partially offset by an increase in accounts receivable, net of $1.2 million, an increase in other assets of $0.7 million and a decrease in accrued compensation of $0.5 million.

Cash provided by operating activities of $2.2 million during the three months ended October 31, 2010 was primarily attributable to a net income of $0.2 million and non-cash charges of $1.3 million for stock-based compensation and $1.1 million for depreciation and amortization offset by a $0.5 million decrease in our net operating assets and liabilities. The decrease in our net operating assets and liabilities was primarily attributable to an increase in accounts receivable, net of $3.5 million and an increase in inventory of $0.4 million offset by an increase in deferred revenue, net of $3.6 million.

Cash provided by operating activities of $21.5 million in 2011 resulted in part from a net loss of $5.3 million that was more than offset by non-cash charges of $5.1 million for depreciation and amortization and $5.1 million for stock-based compensation. The $16.5 million increase in our net operating assets and liabilities was primarily a result of an increase in deferred revenue, net of $18.9 million, an increase in accounts payable and accrued liabilities of $4.4 million and an increase in accrued compensation of $2.1 million, which were partially offset by an increase in accounts receivable, net of $7.5 million.

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Cash provided by operating activities of $15.3 million in 2010 was primarily attributable to a net income of $7.0 million and non-cash charges of $2.7 million for stock-based compensation and $1.9 million for depreciation and amortization. The $3.7 million increase in our net operating assets and liabilities was primarily a result of an increase in deferred revenue, net of $5.3 million, which was attributable to an increase in sales of our maintenance and support contracts, and an increase of $1.1 million in accrued compensation and $0.7 million in accounts payable and accrued liabilities due to timing of payments. These sources of cash were partially offset by an increase in accounts receivable, net of $2.0 million and by an increase in prepaid expenses and other assets of $0.8 million.

Cash provided by operating activities of $1.2 million in 2009 reflected a net loss of $10.4 million, partially offset by non-cash charges of $1.5 million for stock-based compensation and $1.4 million for depreciation and amortization. The $8.8 million increase in our net operating assets and liabilities was primarily a result of an increase in deferred revenue, net of $9.6 million, which was attributable primarily to increased sales of our maintenance and support contracts, partially offset by a decrease in accrued compensation of $0.8 million.

Cash Flows from Investing Activities

Our uses of cash from investing activities consisted primarily of capital expenditures for computer equipment and software, and cash used for acquisitions, cash acquired in an acquisition and the purchase of intangible assets.

During the three months ended October 31, 2010 and 2011, cash used in investing activities was $0.6 million and $1.2 million, primarily for purchases of computer equipment and software.

In 2011, cash used in investing activities was $7.8 million, consisting of $4.8 million in purchases of computer equipment, software and leasehold improvements, $2.0 million for the acquisition of certain assets and liabilities of a company formerly named SolSoft S.A. from LogLogic, Inc. and $1.0 million for the purchase of patents from Avaya, Inc.

In 2010, cash used in investing activities was $0.9 million resulting from purchases of computer equipment and software of $1.5 million and an increase of $0.6 million in restricted cash, partially offset by $1.3 million in cash we assumed in our acquisition of Netcordia.

In 2009, cash used in investing activities was $0.3 million resulting from purchases of computer equipment and software of $0.6 million, partially offset by a $0.3 million decrease in restricted cash.

Cash Flows from Financing Activities

Our cash provided by financing activities consisted of issuances of common stock resulting from option exercises.

During the three months ended October 31, 2010 and 2011, cash provided by financing activities was $0.2 million and $0.3 million from the issuance of common stock.

In 2011, cash provided by financing activities was $1.1 million resulting from the issuance of common stock and excess tax benefits from employee stock option plans.

In 2009 and 2010, cash provided by financing activities was $0.2 million and $0.7 million from the issuance of common stock.

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Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States and include our accounts and the accounts of our wholly-owned subsidiaries. The preparation of these consolidated financial statements requires our management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. We base our estimates, assumptions and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements, which, in turn, could change the results from those reported. We evaluate our estimates, assumptions and judgments on an ongoing basis.

The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

Revenue Recognition

We design, develop and sell a broad family of network products and services that automate management of the critical network infrastructure services needed for secure, scalable and fault-tolerant connections between applications, devices and users. Our software products are typically sold for use with our hardware, but we also have virtual versions that we sell for use in other hardware environments.

We derive revenue from two sources: (i) products and licenses, which include hardware and software revenue, and (ii) services, which include maintenance and support, training and consulting revenue. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery or performance has occurred; the sales price is fixed or determinable; and collection is probable. We define each of those four criteria as follows:

Persuasive evidence of an arrangement exists. Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor or value-added reseller agreement or, in limited cases, an end-user agreement.

Delivery or performance has occurred. We use shipping and related documents, distributor sell-through reports, or written evidence of customer acceptance, when applicable, to verify delivery or performance. We do not recognize products and licenses revenue until transfer of title and risk of loss, which generally is upon shipment to value-added resellers or end customers.

The sales price is fixed or determinable. We assess whether the sales price is fixed or determinable based on payment terms and whether the sales price is subject to refund or adjustment.

Collection is probable. We assess probability of collection on a customer-by-customer basis. We subject our end customers to a credit review process that evaluates their financial condition and ability to pay for our products and services. If we conclude that collection is not probable, we do not recognize revenue until cash is received.

Services revenue includes maintenance and support, training and consulting revenue. Maintenance and support revenue includes arrangements for software maintenance and technical support for our products and licenses. Maintenance is offered under renewable, fee-based contracts, which include 24-hour technical support, hardware repair and replacement parts, bug fixes, patches and unspecified upgrades on a when-and-if-available basis. Revenue from customer maintenance and support contracts is deferred and recognized ratably over the contractual support period, generally one to three years. Revenue from consulting and training is recognized as the services are completed, which is generally one year or less.

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We operate a multiple tier channel distribution model that includes distributors, value-added resellers and direct sales to end customers. For sales to value-added resellers and end customers, we recognize products and licenses revenue upon transfer of title and risk of loss, which is generally upon shipment. It is our practice to identify an end customer prior to shipment to a value-added reseller. For end customers and value-added resellers, we generally have no significant contractual obligations for future performance, such as rights of return or pricing credits. However, we may on occasion enter into arrangements with end customers or value-added resellers that include some form of rights of return, rebates or price protection. Also, we may occasionally accept returns by end customers or value-added resellers to address customer satisfaction issues or solution fit issues even though there is no contractual provision for such returns. We record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns and price adjustments, specific provisions for returns, price protection or rebates specified in agreements, and other factors known at the time. Should actual product returns or pricing adjustments differ from estimates, additional reductions to revenue may be required. Substantially all of our sales outside of North America are made through distributors under agreements allowing for pricing credits and rights of return or involving international jurisdictions where the risk of returns or credits is considered to be high even though distributors do not have these contractual rights. Products and licenses revenue on sales made through these distributors is recognized upon sell-through as reported to us by the distributors. Revenue for product sales through distributors without reliable sell-through reporting is deferred until maintenance is purchased for the related product. The costs of distributor inventories not yet recognized as revenue are deferred as a reduction of the related deferred revenue, the result of which is shown as deferred revenue, net on our consolidated balance sheets.

Multiple Element Arrangements

We enter into multiple element revenue arrangements in which a customer may purchase a combination of hardware, software, software upgrades, hardware and software maintenance and support, training and consulting services. We account for multiple agreements with a single customer as one arrangement if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single arrangement.

In October 2009, the Financial Accounting Standards Board, or FASB, amended the accounting standards for revenue recognition to remove from the scope of industry-specific software revenue recognition guidance any tangible products containing software components and non-software components that operate together to deliver the product’s essential functionality. Most of our products are hardware appliances containing software components that operate together to provide the essential functionality of the product. Therefore, our hardware appliances are considered non-software deliverables and are no longer accounted for under the industry-specific software revenue recognition guidance.

In addition, the FASB amended the accounting standards for certain multiple element revenue arrangements to:

• Provide updated guidance on whether multiple elements exist, how the elements in an arrangement should be separated, and how the arrangement consideration should be allocated to the separate elements;

• Implement a price hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available; third-party evidence, or TPE, if available and VSOE is not available; or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and

• Eliminate the use of the residual method and require an entity to allocate arrangement consideration using the selling price hierarchy.

We adopted this accounting guidance at the beginning of the first quarter of the year ended July 31, 2010 on a prospective basis for transactions entered into or materially modified after July 31, 2009.

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The impact of the revised accounting guidance on total revenue during the year ended July 31, 2010 was attributable to the ability to assign selling prices to undelivered elements that previously required VSOE, the recognition of hardware revenue bundled with extended maintenance contracts previously accounted for ratably over the contract period, and the reallocation of discounts to revenue deliverables. As a result of this adoption, our net revenue during the year ended July 31, 2010 was $2.6 million higher than the net revenue that would have been recorded under the previous accounting rules. In terms of the timing and pattern of revenue recognition, the amended accounting guidance is not expected to have a significant effect on net revenue in periods after the initial adoption.

Our non-software products and services qualify as separate units of accounting because they have value to the customer on a standalone basis and our revenue arrangements do not include a general right of return for delivered products. Our products and licenses revenue also includes stand-alone software products. Stand-alone software may operate on our hardware appliances, but is not considered essential to the functionality of the hardware and continues to be subject to the industry-specific software revenue recognition guidance, which remains unchanged. The industry-specific software revenue recognition guidance includes the use of the residual method.

Certain of our stand-alone software when sold with our hardware appliances is considered essential to its functionality and as a result is no longer accounted for under industry-specific software revenue recognition guidance; however, this same software when sold separately is accounted for under the industry-specific software revenue recognition guidance. Additionally, we provide unspecified software upgrades for most of our products, on a when-and-if available basis, through maintenance and support contracts. To the extent that the software being supported is not considered essential to the functionality of the hardware, these support arrangements would continue to be subject to the industry-specific software revenue recognition guidance.

For transactions entered into prior to August 1, 2009, the adoption date of the amended revenue standards in the first quarter of the year ended July 31, 2010, we allocated revenue for arrangements with multiple elements, such as appliances, software or maintenance and support, to each element using the residual method. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements, provided VSOE of fair value exists for all undelivered elements. If evidence of the fair value of one or more undelivered elements did not exist, all revenue generally was deferred and recognized at the earlier of delivery of those elements or establishment of fair value for the remaining undelivered elements. When VSOE of fair value could not be determined for any undelivered maintenance and support or service element, revenue for the entire arrangement was recognized ratably over the maintenance and support or service period.

For transactions entered into on or subsequent to August 1, 2009, we allocate the arrangement fee to each element based upon the relative selling price of that element and, if software and software-related (e.g., maintenance for the software element) elements are also included in the arrangement, we allocate the arrangement fee to each of those software and software-related elements as a group based on the relative selling price for those elements. After those allocations are made, the amount of the arrangement fee allocated to the software and software-related elements is accounted for using the residual method. When applying the relative selling price method, we determine the selling price for each element using VSOE of selling price, if it exists, or if not, TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exist for an element, we use our BESP for that element. The revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for that element. The manner in which we account for multiple element arrangements that contain only software and software-related elements remains unchanged.

Consistent with our methodology under previous accounting guidance, we determine VSOE for each element based on historical stand-alone sales to third parties. For maintenance and support, training and consulting services, we determine the VSOE of fair value based on our history of stand-alone sales demonstrating that a substantial majority of transactions fall within a narrow range for each service offering.

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We typically are not able to determine TPE for our products, maintenance and support, training or consulting services. TPE is determined based on competitor prices for similar elements when sold separately. Generally, our offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, our go-to-market strategy differs from that of our peers and we are unable to determine reliably what similar competitor products’ selling prices are on a stand-alone basis.

When we are unable to establish the selling price of an element using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. The BESP is established based on internal and external factors, including pricing practices such as discounting, cost of products, the geographies in which we offer our products and services, and customer classes and distribution channels (e.g., distributor, value-added reseller and direct end customer). The determination of BESP is made through consultation with and approval by our management, taking into consideration our pricing model and go-to-market strategy.

For our non-software product deliverables, we allocate the arrangement consideration based on the relative selling prices of the respective elements. For these elements, we use BESP as our selling price. For our maintenance and support, training and consulting services, we generally use VSOE as our selling price. When we are unable to establish selling price using VSOE for our maintenance and support, training and consulting services, we use BESP in our allocation of arrangement consideration.

We regularly review VSOE and BESP data provided by actual transactions to update these estimates and the relative selling prices allocated to each element.

Stock-Based Compensation

We recognize compensation costs related to stock options granted to employees based on the estimated fair value of the awards on the date of grant, net of estimated forfeitures, using the Black-Scholes option-pricing model. We recognize the grant date fair value of each option on a straight-line basis over the period in which the employee is required to provide service in exchange for the option.

The estimated grant date fair values of the option awards during 2009, 2010, 2011 and the three months ended October 31, 2010 and 2011 were calculated using the Black-Scholes option pricing model, with the following weighted-average assumptions:

	Years Ended July 31,									Three Months  Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Expected term (in years)		6.08			6.08			6.08			6.08			6.27
Risk-free interest rate		1.85	%		1.98	%		1.73	%		1.37	%		0.96	%
Expected volatility		70	%		60	%		60	%		60	%		56	%
Dividend rate		0	%		0	%		0	%		0	%		0	%

The Black-Scholes option-pricing model requires the use of highly subjective and complex assumptions that determine the fair value of options. These assumptions are as follows:

• Expected term—The expected term represents the period that our options are expected to be outstanding.

• Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term.

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• Expected volatility—Since we do not have a trading history of our common stock, the expected volatility was derived from the average historic volatilities of several unrelated public companies within our industry that we considered to be comparable to our business over a period equivalent to the expected term of the option.

• Dividend rate—The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so.

In addition to the assumptions used in the Black-Scholes option-pricing model, we must also estimate a forfeiture rate to calculate the stock-based compensation for our options. Our forfeiture rate is based on an analysis of our actual forfeitures. We will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Quarterly changes in the estimated forfeiture rate can have a significant impact on our stock-based compensation as the cumulative effect of adjusting the rate is recognized in the period in which we change the forfeiture estimate. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, we make an adjustment that will result in a decrease to the stock-based compensation recognized in our consolidated financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, we make an adjustment that will result in an increase to the stock-based compensation recognized in our consolidated financial statements.

We will continue to use judgment in evaluating the expected term, expected volatility and forfeiture rate related to our stock-based compensation calculations on a prospective basis. As we continue to accumulate additional data related to our common stock, we may make refinements to the estimates of our expected terms, expected volatility and forfeiture rates that could materially impact our future stock-based compensation.

Significant Factors, Assumptions and Methodologies Used in Determining Fair Value of Our Common Stock

We are also required to estimate the fair value of the common stock underlying our options when performing the fair value calculations using the Black-Scholes option-pricing model. Our board of directors, with input from management, estimates the fair value of the common stock underlying our options on each grant date. Our board of directors has a majority of non-employee directors with significant experience in the IT industry. Thus, we believe that our board of directors has the relevant experience and expertise to determine a fair value for our common stock on each respective grant date. Given the absence of a public trading market for our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock including:

• contemporaneous valuations performed by an unrelated third-party specialist;

• rights, preferences and privileges of our convertible preferred stock sold to outside investors in arm’s length transactions relative to those of our common stock;

• our actual operating and financial performance;

• our hiring of key personnel and the experience of our management;

• risks inherent in the development of our products and services;

• the present value of our future cash flows;

• the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or a sale of our company, given prevailing market conditions and the nature and history of our business;

• the market value of a comparable group of privately held companies that were in a state of development similar to ours;

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• the illiquidity of options involving securities in a private company;

• our stage of development;

• industry information such as market size and growth; and

• macroeconomic conditions.

In valuing our common stock, our board of directors determined the aggregate equity value of our company by taking a weighted combination of the value indications under two valuation approaches, an income approach and a market approach.

The income approach estimates the aggregate equity value of our company based on the present value of future estimated cash flows. Cash flows are estimated for future periods based on projected revenue and costs. These future cash flows are discounted to their present values using a discount rate. Because the cash flows are only projected over a limited number of years, it is also necessary under the income approach to compute a terminal value as of the last period for which discrete cash flows are projected. This terminal value represents the future cash flows beyond the projection period and is determined by taking the projected EBITDA for the final year of the projection and applying a terminal exit multiple. This amount is then discounted to its present value using a discount rate to arrive at the terminal value. The discounted projected cash flows and the terminal value are summed together to arrive at an indicated aggregate equity value under the income approach. In applying the income approach, we derived the discount rate from an analysis of the cost of capital of our comparable industry peer companies as of each valuation date and adjusted it to reflect the risks inherent in our business cash flows. We derived the terminal exit multiple from an analysis of the EBITDA multiples of our comparable industry peer companies as of each valuation date. We then used the implied long-term growth rate of our company to assess the reasonableness of the selected terminal exit multiple.

The market approach estimates the aggregate equity value of our company by applying market multiples of our comparable industry peer companies based on key metrics inferred from the enterprise values of our comparable industry peer companies. In applying the market approach, we primarily utilized the revenue multiples of our comparable industry peer companies to derive the aggregate equity value of our company. We believed that using a revenue multiple to estimate our aggregate equity value, as opposed to an earnings or cash flow multiple, was appropriate given our significant focus on investing in and growing our business and because our comparable industry peer companies were in various stages of growth and investment.

When considering which companies to include in our comparable industry peer companies, we focused on U.S. based publicly traded companies in the IT industry in which we operate. The selection of our comparable industry peer companies required us to make judgments regarding the comparability of these companies to us. We considered a number of factors, including business description, business size, business model, revenue model and historical operating results. We then analyzed the business and financial profiles of the selected companies for relative similarity to us, and, based on this assessment, we selected our comparable industry peer companies.

In determining the revenue multiples to be used in the market approach, we first obtained the stock price and market capitalization for each of our comparable industry peer companies. We then calculated an estimated enterprise value for each comparable industry peer company. Next, we obtained prior year actual as well as current year and two-year future revenue estimates for each of the comparable industry peer companies from market or industry information and calculated revenue multiples by dividing each comparable company’s calculated enterprise value by its actual and estimated revenue. We then estimated the revenue multiples for our comparable industry peer companies and adjusted those multiples based on our assessment of the strengths and weaknesses of our company relative to these comparable companies. We then applied the adjusted revenue multiples to our projected revenue data to arrive at a valuation of our company.

For each valuation, we prepared financial projections to be used in both the income and market approaches. The financial projections took into account our historical financial operating results, our business experiences

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and our future expectations. We factored the risk associated with achieving our forecast into selecting appropriate multiples and discount rates. There is inherent uncertainty in these estimates, as the assumptions we used were highly subjective and subject to change as a result of new operating data and economic and other conditions that impact our business.

We then allocated our company’s aggregate equity value to each of our classes of stock using either the Option Pricing Method, or the OPM, or the Probability Weighted Expected Return Method, or the PWERM.

The OPM treats common stock and convertible preferred stock as call options on a business, with exercise prices based on the aggregate liquidation preferences of the convertible preferred stock. Therefore, the common stock has value only if the funds available for distribution to the stockholders exceed the value of the aggregate liquidation preferences at the time of a liquidity event, such as a merger, sale or IPO, assuming the business has funds available to make liquidation preferences meaningful and collectible by the preferred stockholders. The common stock is modeled to be a call option with a claim on the business at an exercise price equal to the remaining value immediately after the convertible preferred stock is liquidated. The OPM uses the Black-Scholes option-pricing model to price the call option. The OPM is appropriate to use when the range of possible future outcomes is so difficult to predict that forecasts would be highly speculative.

The PWERM involves a forward-looking analysis of the possible future outcomes of the business. This method is particularly useful when discrete future outcomes can be predicted with high confidence and with a probability distribution. Discrete future outcomes considered under the PWERM include non-IPO market-based outcomes as well as IPO scenarios. In the non-IPO scenarios, a large portion of the aggregate equity value is allocated to the convertible preferred stock to incorporate higher aggregate liquidation preferences. In the IPO scenarios, the aggregate equity value is allocated pro rata among the shares of common stock and each series of convertible preferred stock, which causes the common stock to have a higher relative value per share than under the non-IPO scenario. The fair value of the business determined using the non-IPO and IPO scenarios are weighted according to an estimate of the probability of each scenario.

In order to determine the fair value of our common stock, we then applied a discount for lack of marketability, or DLOM, to the value derived from the OPM or the PWERM.

For options granted through June 2011, the OPM was used to allocate our aggregate equity value to our common stock. As the likelihood of possible discrete events, including an IPO, became more estimable, we determined that it would be appropriate also to consider the PWERM allocation methodology commencing with our July 31, 2011 contemporaneous valuation.

Information regarding stock option granted since August 1, 2010 is as follows:

Grant Date	Number of  Stock Options Granted		Exercise Price		Fair Value Per  Share of Common Stock		Aggregate Grant Date Fair Value(1)
September 27, 2010		1,456,600	$	2.11	$	2.11	$	1,718,642
December 8, 2010		1,018,300		2.36		2.36		1,349,655
March 15, 2011		1,572,538		3.11		3.11		2,774,272
April 7, 2011		5,000		3.11		3.11		8,821
June 2, 2011		2,592,886		3.22		3.22		4,676,788
September 8, 2011		2,390,012		3.04		3.04		3,809,201
September 15, 2011		2,400,000		3.04		3.04		3,825,120
December 14, 2011		751,337		3.26		3.26		1,300,715

(1) We determined the aggregate grant date fair value using the Black-Scholes option-pricing model.

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The intrinsic value of all options outstanding as of October 31, 2011 was $         million, based on an assumed initial public offering price of $                     per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus.

No single event caused the valuation of our common stock to increase or decrease from July 31, 2010 through October 31, 2011. Instead, a combination of the factors described below in each period led to the changes in the fair value of the underlying common stock.

July 31, 2010 Contemporaneous Valuation

As of July 31, 2010, our board of directors determined the fair value of our common stock to be $2.11 per share. The July 31, 2010 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 18.5% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

We then allocated our aggregate equity value to our common stock utilizing the OPM based on two probable scenarios: (1) the first scenario assumed an IPO, in which the convertible preferred stock would lose its liquidation preferences and participation rights; and (2) the second scenario assumed a merger or acquisition, in which the convertible preferred stock would retain its rights and privileges. Both scenarios used an expected volatility of 55%, a risk-free interest rate of 0.42%, and a time to liquidity event of 1.5 years. We weighted the results from the two scenarios equally, as it was believed that the likelihood of the two scenarios was the same. We then reduced the results from the OPM by a 15% DLOM, which determined the fair value of our common stock to be $2.11 per share as of July 31, 2010.

Based on this valuation and other factors, our board of directors used $2.11 per share for the exercise price of the options that it granted on September 27, 2010, which it deemed to be the fair value of our common stock on the grant date. Our board of directors granted no other options during the period between the July 31, 2010 valuation and the date of the subsequent contemporaneous valuation as of October 31, 2010.

October 31, 2010 Contemporaneous Valuation

As of October 31, 2010, our board of directors determined the fair value of our common stock to be $2.36 per share. The October 31, 2010 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 18.5% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

We then allocated our aggregate equity value to our common stock utilizing the OPM based on two probable scenarios: (1) the first scenario assumed an IPO, in which the convertible preferred stock would lose its liquidation preferences and participation rights; and (2) the second scenario assumed a merger or acquisition, in which the convertible preferred stock would retain its rights and privileges. Both scenarios used an expected volatility of 50%, a risk-free interest rate of 0.28%, and a time to liquidity event of 1.5 years. We weighted the results from the two scenarios equally as it was believed that the likelihood of the two scenarios was the same. We then reduced the results from the OPM by a 15% DLOM, which determined the fair value of our common stock to be $2.36 per share as of October 31, 2010.

Based on this valuation and other factors, our board of directors used $2.36 per share for the exercise price of the options that it granted on December 8, 2010, which it deemed to be the fair value of our common stock on

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the grant date. Our board of directors granted no other options during the period between the October 31, 2010 valuation and the date of the subsequent contemporaneous valuation as of January 31, 2011.

January 31, 2011 Contemporaneous Valuation

As of January 31, 2011, our board of directors determined the fair value of our common stock to be $3.11 per share. The January 31, 2011 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 12.5% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

We then allocated our aggregate equity value to the common stock utilizing the OPM based on two probable scenarios: (1) the first scenario assumed an IPO, in which the convertible preferred stock would lose its liquidation preferences and participation rights; and (2) the second scenario assumed a merger or acquisition, in which the convertible preferred stock would retain its rights and privileges. Both scenarios used an expected volatility of 45%, a risk-free interest rate of 0.26%, and a time to liquidity event of 0.88 years. We weighted the results from the two scenarios 60% towards the IPO scenario and 40% towards the merger or acquisition scenario, due to our progress towards beginning an IPO in January 2011. We then reduced the results from the OPM by a 7.5% DLOM, which determined the fair value of our common stock to be $3.11 per share as of January 31, 2011

Based on this valuation and other factors, our board of directors used $3.11 per share for the exercise price of the options that it granted on March 15, 2011 and April 7, 2011, which it deemed to be the fair value of our common stock on the grant date. Our board of directors granted no other options during the period between the January 31, 2011 valuation and the date of the subsequent contemporaneous valuation as of April 30, 2011.

April 30, 2011 Contemporaneous Valuation

As of April 30, 2011, our board of directors determined the fair value of our common stock to be $3.22 per share. The April 30, 2011 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 13.5% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

We then allocated our aggregate equity value to our common stock utilizing the OPM based on two probable scenarios: (1) the first scenario assumed an IPO, in which the convertible preferred stock would lose its liquidation preferences and participation rights; and (2) the second scenario assumed a merger or acquisition, in which the convertible preferred stock would retain its rights and privileges. Both scenarios used an expected volatility of 45%, a risk-free interest rate of 0.17%, and a time to liquidity event of 0.88 years. We weighted the results from the two scenarios 70% towards the IPO scenario and 30% towards the merger or acquisition scenario. The increase in the probability of an IPO was due to our progress towards beginning an IPO in April 2011; however, due to the uncertainty surrounding the timing of an IPO, we did not believe the use of the PWERM was appropriate. We then reduced the results from the OPM by a 7.0% DLOM, which determined the fair value of our common stock to be $3.22 per share as of April 30, 2011. The decrease in the marketability discount from the January 31, 2011 contemporaneous valuation was attributable to the shortened timeframe before an anticipated exit event.

On May 12, 2011, one of our founders sold 1.5 million shares for $3.20 per share to our current investors in an outside transaction. Due to the small size of the transaction and the fact that this transaction was between external parties, the outside transaction was not used as a primary data point in the market approach used in the April 30, 2011 contemporaneous valuation.

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Based on this valuation, the outside transaction and other factors, our board of directors used $3.22 per share for the exercise price of the options that it granted on June 2, 2011, which it deemed to be the fair value of our common stock on the grant date. Our board of directors granted no other options during the period between the April 30, 2011 valuation and the date of the subsequent contemporaneous valuation as of July 31, 2011.

July 31, 2011 Contemporaneous Valuation

As of July 31, 2011, our board of directors determined the fair value of our common stock to be $3.04 per share. The July 31, 2011 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 14.0% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

We then allocated our aggregate equity value to our common stock utilizing the OPM based on two probable scenarios: (1) the first scenario assumed an IPO, in which the convertible preferred stock would lose its liquidation preferences and participation rights; and (2) the second scenario assumed a merger or acquisition, in which the convertible preferred stock would retain its rights and privileges. Both scenarios used an expected volatility of 45%. The IPO scenario used a risk-free interest rate of 0.16% and the merger or acquisition scenario used a risk-free interest rate of 0.28%. The IPO scenario uses a time to liquidity event of 0.5 years and the merger or acquisition scenario uses 1.4 years. We weighted the results from the two scenarios 50% towards the IPO scenario and 50% towards the merger or acquisition scenario. The decrease in the probability of an IPO was due to significant declines in the broader equity markets since April 30, 2011, which especially impacted comparable public companies in the network equipment industry and the unpredictable environment created by extreme volatility in global markets. We also considered the results of the PWERM analysis, which resulted in an equity value slightly lower than the OPM. Due to the uncertainty surrounding the timing of an IPO, our board of directors determined the fair market value of our common stock based upon a valuation using the OPM, which resulted in a slightly higher equity value than the PWERM. We then reduced the results from the OPM by a 10.0% DLOM, which determined the fair value of our common stock to be $3.04 per share as of July 31, 2011. The 3.0% increase in the marketability discount from the April 30, 2011 contemporaneous valuation was attributable to the significant increase in market volatility partially offset by a shortened timeframe before an anticipated exit event.

Based on this valuation and other factors, our board of directors used $3.04 per share for the exercise price of the options that it granted on September 8, 2011 and September 15, 2011, which it deemed to be the fair value of our common stock on each grant date. We reviewed the period from the July 31, 2011 valuation date to the September 8, 2011 and September 15, 2011 grant dates and noted no changes in our business or assumptions that would change our estimate of fair value. Our board of directors granted no other options during the period between the July 31, 2011 valuation and the date of the subsequent contemporaneous valuation as of October 31, 2011.

October 31, 2011 Contemporaneous Valuation

As of October 31, 2011, our board of directors determined the fair value of our common stock to be $3.26 per share. The October 31, 2011 contemporaneous valuation was prepared on a minority, non-marketable interest basis. Our aggregate equity value was determined using the income and market approaches. We determined that we had equal confidence in both approaches and, therefore, weighted them equally to determine the aggregate equity value before factoring in any discounts or allocations. We applied a discount rate of 13.0% to the values derived from the income approach, which we believed to be reasonable and appropriate to apply to the cash flow forecast given our stage of development and inherent risks.

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Based on our continued progress toward completion of the IPO process, including expanded discussions with investment bankers in September 2011, our board of directors determined that the PWERM allocation methodology should be utilized to allocate our aggregate equity value to our common stock for our October 31, 2011 contemporaneous valuation and will be used prospectively. Under the PWERM, we allocated our aggregate equity value to our common stock based on IPO scenarios as well as non-IPO market-based outcomes. The OPM was also applied for comparative purposes, which resulted in a valuation lower than the PWERM value by an immaterial amount. The PWERM was utilized to estimate the fair value of the common stock as of October 31, 2011 using the following scenario probabilities: initial public offering scenarios with a 65% probability of occurring in 0.42 years, using a risk-free interest rate of 0.06%, and merger or sale scenarios with a 35% probability of occurring between 0.42 and 1.5 years, using a risk-free interest rate of 0.19%. Each scenario was then weighted based on its expected probability to arrive at a weighted enterprise value. We reduced the results of the PWERM by a 10.0% DLOM, which determined the fair value of our common stock to be $3.26 per share as of October 31, 2011. The DLOM was unchanged from that used in the July 31, 2011 contemporaneous valuation as the slightly shortened timeframe before an anticipated exit event was largely offset by an increase in market volatility.

Based on this valuation and other factors, our board of directors used $3.26 per share for the exercise price of the options that it granted on December 14, 2011, which it deemed to be the fair value of our common stock on the grant date. We reviewed the period from the October 31, 2011 valuation date to the December 14, 2011 grant date and noted no changes in our business or assumptions that would change our estimate of fair value. Our board of directors has granted no other options since the contemporaneous valuation as of October 31, 2011.

We believe that the increase in the fair value of our common stock from the July 31, 2010 contemporaneous valuation of $2.11 per share to the October 31, 2011 contemporaneous valuation of $3.26 per share was the result of the combined effects of our significant quarterly sales growth, a significant increase in valuations of public technology companies included in the benchmarks used in our valuations and our continued progress towards the completion of an IPO. From the quarter ended July 31, 2010 to the quarter ended October 31, 2011, our quarterly net revenue increased by over 50%. From July 31, 2010 to October 31, 2011, market values of the NASDAQ-Computer Index (IXK) increased by approximately 26%. In the July 31, 2010 contemporaneous valuation, our board of directors assigned a 50% probability to the possibility of an IPO with an estimated timeframe of 1.5 years. For our October 31, 2011 contemporaneous valuation, our board of directors used a probability of an IPO of 65% and assigned a shortened timeframe of 0.42 years to the IPO scenario given our progress towards an IPO. As a result of the combined effect of these factors, our estimated aggregate equity value increased by approximately 50% from $327 million to $489 million between the July 31, 2010 and October 31, 2011 contemporaneous valuations.

Our stock-based compensation for options granted was as follows:

	Years Ended July 31,						Three Months Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
					(In thousands)
Stock-based compensation:
Cost of revenue	$	102	$	146	$	283	$	58	$	99
Research and development		440		580		1,126		240		358
Sales and marketing		606		1,311		2,546		736		810
General and administrative		312		651		1,178		288		425
Total stock-based compensation	$	1,460	$	2,688	$	5,133	$	1,322	$	1,692

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As of July 31, 2011 and October 31, 2011, we had $14.2 million and $18.9 million of unrecognized stock-based compensation, net of estimated forfeitures that we expected to recognize over a weighted-average period of 2.9 years and 3.1 years. In future periods, we expect our stock-based compensation to increase in absolute dollars as a result of our existing unrecognized stock-based compensation to be recognized as these options vest and as we issue additional stock-based awards to attract and retain employees.

Goodwill

We record goodwill when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. We perform our annual review during the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill is impaired. Goodwill is not amortized. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in end customer demand or business climate that could affect the value of goodwill or cause a significant decrease in expected cash flows.

The testing for a potential impairment of goodwill involves a two-step process. The first step, identifying a potential impairment, compares the fair value of goodwill with its carrying value. If the carrying value exceeds its fair value, the second step would need to be conducted; otherwise, no further step is necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying value of that goodwill. Any excess of the goodwill carrying value over the respective implied fair value is recognized as an impairment loss. We identified no impairment of goodwill as of July 31, 2010 or 2011 or October 31, 2011.

Impairment of Long-Lived Assets

We assess the impairment of long-lived assets, such as property and equipment and intangible assets subject to depreciation and amortization, when events or changes in circumstances indicate that their carrying amount may not be recoverable. Among the factors and circumstances we considered in determining recoverability are: (i) a significant decrease in the market price of a long-lived asset; (ii) a significant adverse change in the extent to which, or manner in which, a long-lived asset is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition and (v) current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There have been no indicators of impairment, and we did not record any impairment losses during the years ended July 31, 2009, 2010 or 2011 or during the three months ended October 31, 2010 or 2011.

Income Taxes

We account for income taxes under an asset and liability approach for deferred income taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements, but have not been reflected in our taxable income. Estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We regularly assess the likelihood that our deferred income tax assets will be realized based on the realization guidance available. To the extent that we believe any amounts are not more likely than not to be realized, we

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record a valuation allowance to reduce the deferred income tax assets. We regularly assess the need for the valuation allowance on our deferred tax assets, and to the extent that we determine that an adjustment is needed, that adjustment will be recorded in the period that the determination is made.

We have considered future market growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate and prudent and feasible tax planning strategies in determining the need for a valuation allowance. Based on these factors, we have determined it is appropriate to record a full valuation allowance against our federal and state net deferred tax assets but to recognize certain foreign deferred tax assets. In the event we were to determine that we are able to realize all or part of our federal or state net deferred tax assets in the future, we would generally decrease the valuation allowance and record a corresponding benefit to earnings in the period in which we make that determination. Likewise, if we later determine that we are not more likely than not to realize all or a part of our recognized foreign deferred tax assets in the future, we would increase the valuation allowance and record a corresponding charge to earnings in the period in which we make that determination. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in the tax jurisdictions in which the deferred tax assets are located.

We are subject to income tax audits in the United States and the foreign jurisdictions in which we operate. Our income tax expense includes amounts intended to satisfy income tax assessments that would result from potential challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities require management judgments and estimates. We evaluate our uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. We believe that our reserve for uncertain tax positions is adequate. The amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows.

We regularly review our tax positions and benefits to be realized. We recognize tax liabilities based upon our estimate of whether, and the extent to which, additional taxes will be due when those estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. We recognize interest and penalties related to income tax matters as income tax expense. For the years ended July 31, 2009, 2010 and 2011, we did not incur any interest or penalties associated with unrecognized tax benefits.

Contractual Obligations

Our contractual commitments will have an impact on our future liquidity. The following table summarizes our contractual obligations that represent material expected or contractually committed future obligations, as of July 31, 2011. We believe that we will be able to fund these obligations through cash generated from operations and from our existing cash balances.

	Payments Due by Period
	(In thousands)
Contractual Obligations(1):	Total		2012		2013		2014		2015		2016 and Thereafter
Operating lease obligations(2)	$	7,822	$	2,253	$	1,637	$	1,008	$	946	$	1,978
Purchase commitments(3)		981		981		—		—		—		—
Total	$	8,803	$	3,234	$	1,637	$	1,008	$	946	$	1,978

(1) The contractual obligation table above excludes tax liabilities of $1.0 million related to uncertain tax positions because we are unable to make a reasonably reliable estimate of the timing of settlement, if any, of these future payments.

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(2) Operating lease obligations represent our obligations to make payments under non-cancelable lease agreements for our facilities. During the three months ended October 31, 2011, we made regular payments on our operating lease obligations of $0.5 million.

(3) Purchase commitments are contractual obligations to purchase inventory from our third-party manufacturers in advance of anticipated sales. Our total purchase commitments as of October 31, 2011 were $2.9 million, which would result in a $1.9 million increase in the 2012 commitments total in the above table.

Off-Balance Sheet Arrangements

As of October 31, 2011, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

Foreign Currency Risk

Our functional currency is the U.S. dollar. Most of our sales are denominated in U.S. dollars, and therefore our net revenue is not currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in North America, Europe and the Asia-Pacific region. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments. During 2011 and during the three months ended October 31, 2010 and 2011, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements.

Interest Rate Sensitivity

We had cash and cash equivalents of $43.5 million as of October 31, 2011. We hold our cash and cash equivalents for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income. During 2011 and during the three months ended October 31, 2010 and 2011, the effect of a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on our interest income.

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820)—Fair Value Measurements and Disclosures (ASU 2010-06), which requires additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, and the activity in Level III fair value measurements. Certain provisions of this update will be effective for us in 2012, and we do not believe these provisions will have a material impact on our consolidated financial statements.

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In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic 805)—Business Combinations (ASU 2010-29), to improve consistency in how the pro forma disclosures are calculated. Additionally, ASU 2010-29 enhances the disclosure requirements and requires description of the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to a business combination. ASU 2010-29 is effective for us in 2012 and should be applied prospectively to business combinations for which the acquisition date is after the effective date. Early adoption is permitted. We will adopt ASU 2010-29 in 2012, and do not believe it will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (ASU 2011-05), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-05 is effective for us in 2013; retrospective adoption is required and early adoption is permitted. We do not believe that adoption of ASU 2011-05 will have a material impact on our consolidated financial statements.

In August 2011, the FASB issued Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (ASU 2011-08), to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to assess first qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 is effective for us in 2013, and early adoption is permitted. We will adopt ASU 2011-8 in 2013 and do not believe it will have a material impact on our consolidated financial statements.

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BUSINESS

Overview

We are a leader in automated network control and provide an appliance-based solution that enables dynamic networks and next-generation data centers. Our solution combines real-time IP address management with the automation of key network control and network change and configuration management processes in purpose-built physical and virtual appliances. It is based on our proprietary software that is highly scalable and automates vital network functions, such as IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. Our solution enables our end customers to create dynamic networks and to address burgeoning growth in the number of network-connected devices and applications, manage complex networks efficiently and capture more fully the value from virtualization and cloud computing.

Dynamic networks enable on-demand connection and configuration of devices and applications and allow organizations to, among other things, accelerate service delivery and enhance the value of next-generation data centers that utilize virtualization and cloud computing. To create dynamic networks, organizations need automated network control, which allows real-time network discovery and visibility, scalability, device configuration and policy implementation and thus enables flexibility and improves the reliability of expanding networks. To make the transition to increasingly dynamic networks, organizations need to replace legacy approaches to network control with purpose-built automated network control solutions.

We believe that the market opportunity for automated network control can be estimated based on the significant expenditures that organizations make implementing and deploying millions of protocol servers, application change and configuration management software and IP address management and for ongoing associated labor costs. We believe that the market for automated network control will grow as more end customers replace their legacy network control with automated solutions that enable dynamic networks.

We sell our integrated appliance and software solution primarily through channel partners, including distributors, integrators, managed service providers and VARs, to end customers of various sizes and across a wide range of industries. Our appliances have been sold to more than 5,000 end customers, including Adobe, Barclays, Best Buy, Boeing, Caterpillar, the Federal Aviation Administration, IBM, Johnson & Johnson, KDDI, Quest Diagnostics, Reuters, the Royal Bank of Canada, Staples, TIMPO, U.S. Customs and Border Protection and Vodafone.

Industry Background

Dynamic networks are essential to the performance of data centers and increasingly rely on the Internet Protocol, or IP. Organizations are deploying dynamic networks to enable next-generation data centers that utilize virtualization, cloud computing, software-as-a-service and high-speed networking to cost-effectively support numerous business critical operations. Organizations have upgraded the performance of their networking hardware, such as switches and routers, but generally have not upgraded their network control, which is the infrastructure and software that control the operation of the network. The importance of network control grows as networks increase in scale and complexity because of the rapid growth in the number of devices and software applications requiring network connectivity, the consumerization of IT, the adoption of next-generation IP protocols and the proliferation of virtualization and cloud computing.

These trends are overwhelming the legacy approaches currently used in network control, resulting in networks that are frequently inflexible, unreliable, expensive, complex and static. As a result, organizations are limited in their ability to adopt next-generation data center technologies because they lack a purpose-built network control architecture that provides the ability to operate and scale their networks and to manage their network operational costs. In addition, organizations require dynamic networks that can adapt to change in real-time in order to capture more fully the value from virtualization and cloud computing. Thus, they are seeking integrated network control solutions that automate repetitive and complex operations within their networks and permit them to keep pace with constant change.

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Factors Creating a Need for Automated Network Control

The objective of network control is to establish and maintain reliable device and application connectivity to the network. Network control consists of a number of complex functions and processes, including IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. Essential to network control are connection protocols, including the domain name system, or DNS, which translates network domain names that humans can understand into IP addresses that are understood by machines, and the dynamic host configuration protocol, or DHCP, which assigns an IP address to any device seeking access to a network.

Historically, organizations have implemented network control using basic protocol servers, unsupported internally-developed software, spreadsheets and other manual processes involving routine, repetitive and error-prone tasks. Since most network instability is attributable to manual network changes, many organizations seek to avoid network change. Legacy approaches to network control have remained largely unchanged for more than a decade, forcing organizations to maintain relatively static and inflexible networks. Dynamic networks are fundamental to next-generation data centers as they enable organizations to achieve on-demand connection and configuration of devices and applications so that they can, among other things, accelerate service delivery and enhance the value of virtualization and cloud computing. To create dynamic networks, organizations need automated network control, which allows real-time network discovery and visibility, scalability, device configuration and policy implementation and thus enables flexibility and improves the reliability of expanding networks.

The need for dynamic networks enabled by automated network control is driven by a number of trends, including the following:

• Rapid Growth in Number and Types of Connected Devices. Increasingly, organizations must enable their networks to connect to a large and growing number of devices, such as smartphones, tablets, desktop computers, laptop computers, voice-over-IP phones, physical servers, virtual machines, storage systems, printers and peripherals, and surveillance systems. In 2010, IMS Research, an independent research firm, estimated that, over the next decade, there would be a four-fold increase in the number of independent devices connecting to the Internet, reaching 22 billion by 2020. This growth is compounding network complexity and straining manually-intensive legacy network control processes that were designed for relatively static networks. Automated network control enables efficient connection to the growing number of heterogeneous devices seeking network access.

• Rapid Growth in Number of Connected Software Applications. Rapid growth in the number of software applications requiring network connectivity, such as software-as-a-service and mobile applications, and increasing connectedness of traditional enterprise software are causing a corresponding increase in the frequency of requests for an IP location, known as DNS queries. For example, on a smartphone, opening a single email can require six DNS queries, while accessing Facebook can require 24 DNS queries. Legacy network control approaches were not designed to provide real-time DNS performance at this scale. Automated network control offers real-time connection protocols that enable organizations to implement software applications which require immediate network connectivity.

• Proliferation of Virtualization and Cloud Computing. Virtualization and cloud computing help organizations to utilize their IT resources more efficiently and to deliver and scale services in real-time. To date, virtualization generally has been limited to server consolidation because of constraints associated with manual network configuration. Legacy approaches to network configuration do not allow organizations to evolve to next-generation data centers and realize additional benefits of virtualization and cloud computing such as the ability to deliver and scale services in real-time. Automated network control is required to manage the continuous connectivity that virtual machines may require to start up, shut down and move physical location in real-time.

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• Adoption and Complexity of IPv6. Today, most networks use IP version 4, or IPv4, addresses to connect network devices. Given the rapid proliferation of network connected devices and applications that utilize IP addresses, available IPv4 addresses will soon be exhausted. As a result, organizations are beginning to implement IP version 6, or IPv6. The adoption of IPv6 creates additional network control complexity because an IPv6 address is longer and more complicated than an IPv4 address. For example, the IPv4 address for Infoblox.com is 205.234.19.100, while our IPv6 address is 2001:1868:ad01:0001:0000:0000:0000:0033. The complexity of IPv6 addresses makes manual management cumbersome and error-prone. The implementation of IPv6 also creates greater network complexity as organizations integrate IPv4 and IPv6 and operate both simultaneously. Thus, automated approach to network control will be required for organizations to adopt and manage IPv6 effectively.

• Consumerization of IT. Employees are increasingly demanding the same network access and capabilities for their personal consumer devices, such as laptops, tablets and smartphones, as they have for devices provided by their employers, and these demands are straining legacy network control processes. Connecting these personal consumer devices to an organization’s network creates a challenge in servicing and managing the unpredictable demand for DNS queries and additional IP addresses. Legacy approaches to network control, which were designed for a limited number of planned connections, are often inadequate; automated network control is required to manage these dynamic network connectivity demands effectively in real-time.

Challenges of Legacy Network Control Approaches

As the above trends lead to increased network complexity, the following challenges of legacy approaches to network control are becoming more acute:

• Long Time to Value. Many organizations are seeking to reduce the time to value, which is the time required to place IT infrastructure into service to support their business needs, in part through the use of virtualization and cloud computing. Legacy approaches to network control can be time consuming and often require organizations to perform manual network operations and specialized functions such as the assigning, mapping and configuring of IP addresses and network devices. For example, network administrators may spend hours and even days mapping the devices within their network, optimizing configurations for increased network stability and conforming their network to relevant security policies. Organizations could instead be using these valuable resources to expand their IT functionality, respond to new revenue opportunities and implement cost reduction strategies.

• Limited Availability. Networks must provide access to mission-critical devices and software applications, while maintaining high availability. Networks may become unavailable as a result of faults, security attacks or other disruptions caused by data loss, configuration errors, and lack of name recognition or inaccurate IP addresses. Legacy network control approaches, often deployed on single servers, generally lack redundancy, were not designed to meet the availability requirements of dynamic networks and make networks more susceptible to failures, security attacks and outages.

• High Total Cost of Ownership. Legacy network control approaches generally require organizations to make significant investments in experienced IT personnel capable of managing the availability and improving the performance of their networks. Organizations relying on legacy approaches to network control typically depend on basic protocol servers, unsupported internally-developed software, spreadsheets and other manual processes, which are not well suited to address network change. Inadequate and cumbersome legacy approaches increase the inefficiencies and costs of managing and operating network control environments. This requires organizations to spend finite IT resources to increase the numbers of expensive IT personnel devoted to addressing network administration, compliance management and network stability and security issues.

• Limited Performance. As more applications and devices connect to the network, they are increasingly dependent upon the performance of connection protocols, such as DNS and DHCP. Legacy network

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control approaches are unable to process the volume of requests for configuration change, IP addresses and domain names, thereby causing applications and devices to have inconsistent access to the network.

• Limited Scalability. Legacy network control approaches generally limit network scalability since they rely in part on manual processes and internally-developed software. Manual processes can take days or weeks to accurately replicate, update and distribute critical network data. This constrains the number of devices that can be connected to the network and the scalability of network capacity and functionality. Internally-developed software is often designed for dedicated uses and lacks the flexibility necessary to operate across expanding networks. Dynamic networks require critical network information to be replicated and distributed in real-time and for the network control environment to support rapid network growth.

• Difficult to Use. Legacy network control approaches are complex and generally require experienced IT personnel capable of using existing tools and undocumented processes to coordinate manual updates and configuration changes to a network, as well as to manage compliance standards and policies. As a result, organizations frequently must deploy their most experienced IT personnel for network control rather than for strategic business priorities.

Market Opportunity for Automated Network Control

We believe that the market opportunity for automated network control can be estimated based on the significant expenditures that organizations make deploying millions of protocol servers, application change and configuration management software, and IP address management tools, and for ongoing associated labor costs. To make the transition to next-generation data centers that rely upon dynamic networks, organizations need to replace legacy approaches to network control with purpose-built automated network control solutions. We believe that the market for automated network control will grow as more end customers replace their legacy network control with automated solutions that enable dynamic networks.

Our Solution

We are a leader in automated network control and develop, market and sell an appliance-based solution that enables dynamic networks and the evolution to next-generation data centers. Our solution combines real-time IP address management with the automation of key network control and network change and configuration management processes in purpose-built physical and virtual appliances. It is based on our proprietary software that is highly scalable and automates vital network functions, such as IP address management, device configuration, compliance, network discovery, policy implementation, security and monitoring. Our solution enables our end customers to create dynamic networks and to address burgeoning growth in the number of network-connected devices and applications, manage complex networks efficiently and capture more fully the value from virtualization and cloud computing. Key end customer benefits of our solution include:

• Rapid Time to Value. Our automated network control solution allows our end customers to operate their networks in real-time and to rapidly introduce IT infrastructure that accelerates business imperatives, including the implementation of applications that may enhance revenue or decrease expenditures. For example, our solution responds to the on-demand requirements of virtualization and cloud computing by providing real-time automated network configuration, rather than using manual processes that can take days or weeks. In addition, our solution propagates network configuration data instantly, allowing our end customers to connect revenue-producing applications to the network rapidly and redeploy expensive IT personnel and other resources.

• High Availability. Our solution ensures high network availability through a real-time distributed network database that provides “always-on” access to network control data through a scalable, redundant, secure and reliable architecture distributed across multiple connected appliances and locations. Our solution protects against faults, security attacks and other disruptions caused by data

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loss, configuration errors, and lack of name recognition or inaccurate IP addresses. Our solution also enables “always-on” network control by replicating processes and data across multiple appliances, thereby protecting network connectivity.

• Cost Effective. Our solution permits our end customers to cost-effectively establish new network segments, configure new devices and connect devices and virtual machines to the network. Our technologies automate these routine, repetitive and complex network configuration tasks and eliminate many error-prone tasks and manual processes. Our solution additionally addresses the complexity of IPv6. This allows our end customers to reduce the operational costs of configuring and maintaining the network by employing fewer and less expensive IT personnel to perform network control tasks. In addition, our solution enables our end customers to reduce costs associated with network outages by increasing network availability.

• High Performance. Our purpose-built physical and virtual appliances provide high performance and real-time processing of configuration change requests and connection protocols, such as DNS and DHCP. For example, our Trinzic 4010 hardware appliance can deliver up to 200,000 DNS queries per second. We believe that this performance is significantly faster than legacy approaches.

• High Scalability. Our solution leverages our real-time, distributed network database to enable up to 12,500 of our physical and virtual appliances to operate as a single, unified system that can replicate and distribute data in real-time. This allows our end customers to add network capacity quickly and to expand network functionality incrementally with visibility of all managed devices, including millions of IP addresses, through a single point of control. In addition, our solution provides our end customers with an ability to scale automated network control infrastructure to meet changing requirements associated with dynamic networks such as virtualization and cloud computing.

• Easy to Use. Our solution offers intuitive graphical user interfaces to guide inexperienced IT personnel through complex workflows and protects networks from configuration errors. It enables our end customers to configure, back up, restore and upgrade thousands of appliances and manage network information globally from a single point of control, often with a single click. It also enables our end customers to visualize their networks and analyze performance impacts of network changes prior to implementation. In addition, our solution enables organizations to place network hardware components into service and manage ongoing compliance reporting requirements easily by maintaining and updating device configurations and policies centrally.

Our Growth Strategy

The following are key elements of our growth strategy:

• Extend Our Technology Leadership Position. We have created a solution that integrates device connectivity and network configuration with automation in purpose-built physical and virtual appliances. We intend to leverage our leadership position and time to market advantage by continuing to define the market requirements for automated network control. We also plan to continue to invest in research and development to help our end customers achieve the full benefits of virtualization and cloud computing through network automation technology.

• Strategically Expand Our Product Portfolio. We intend to introduce new products that deliver expanded automated network control functionality to our end customers. Our close relationships with our end customers provide us with valuable insights into end customer needs, deployment demands and market trends, and we plan to continue to leverage this information to develop and enhance our product offerings. In addition, we expect to expand into adjacent markets through organic development, strategic technology partnerships and selective acquisitions.

• Extend Our Reach and Add New End Customers. We believe most organizations continue to use legacy network control approaches, creating a significant market opportunity for our solution with new end

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customers. We intend to target new end customers by continuing to invest in our sales force, deepening our engagement with our current channel partners and establishing relationships with new channel partners.

• Up-Sell Additional Products into Our Growing End Customer Base. We intend to up-sell additional products into our large installed base of end customers, the majority of which have only begun to automate their network control. Our end customers often purchase our solution using an incremental approach that begins with a targeted product purchase to address specific needs and expands to additional product purchases as they experience the benefits of automated network control. We intend to continue to develop our marketing and sales capabilities to encourage the adoption of new products by our existing end customers.

• Expand Channel Relationships to Accelerate Adoption of Our Solution. We believe that our channel partners are important in expanding our end customer reach, improving our sales efficiency and providing customer support. We intend to increase the productivity of our distributors and VARs through product education, sales training and support training. In addition, we intend to leverage and work with service providers to distribute our solution through product resale and managed service offerings.

Customers

We sell our automated network control solution primarily through channel partners to end customers of various sizes—from small businesses to large enterprises—and across a broad range of industries, including financial services, government, healthcare, manufacturing, retail, technology and telecommunications. As of July 31, 2011, we had shipped appliances for deployment by more than 5,000 end customers worldwide. No single end customer or channel partner accounted for more than 10% of our net revenue in 2009, 2010 or 2011.

The following is a representative list of our end customers across industries:

Financial Services Barclays PLC Royal Bank of Canada Wells Fargo & Company Government Federal Aviation Administration U.S. Customs and Border Protection U.S. Internal Revenue Service Healthcare Amgen, Inc. Johnson & Johnson Quest Diagnostics Incorporated Manufacturing The Boeing Company Caterpillar Inc. The Dow Chemical Company Retail Best Buy Co., Inc. Staples, Inc. W.W. Grainger, Inc. Technology Adobe Systems Incorporated International Business Machines Corporation Nokia Corporation Telecommunications Bell Canada and Bell Mobility KDDI Corporation Vodafone Group Plc Other ExxonMobil Global Services Company Thomson Reuters Corporation Tri-Service Infrastructure Management Program Office

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End Customer Use Cases

Our end customers span a range of industries. The following examples illustrate a variety of environments in which our solution has been deployed and the types of challenges that it has addressed. See “—Technology” for additional information about the Infoblox Grid technology and system architecture, or Grid, described and depicted in the following end customer use cases.

Enterprise Use Case

The Problem: A global manufacturing organization had a distributed network that connected devices and applications across many different regional centers and branch office locations. This organization had deployed DNS and DHCP running on Microsoft servers. It had no centralized IP address management tools and suffered from slow response times for Microsoft Active Directory, fault-tolerance shortcomings, security vulnerabilities and cumbersome and frequent upgrade requirements. This burdened the organization’s already stretched IT personnel and resulted in network downtime and rising operational costs. Additionally, this organization was planning to implement VoIP for their voice communications, which would require network control capabilities that provided instant and reliable IP address assignment and management for constant availability.

The Infoblox Solution: This end customer deployed our automated network control solution across its network infrastructure. As shown in the diagram below, it deployed our enterprise-class appliances operating as Grid Master to integrate, aggregate and consolidate data management and network control at its headquarters. It also rapidly deployed Grid Members in multiple physical locations and migrated existing network data to the Grid. It integrated Grid Master and Grid Members with a centrally managed Microsoft Active Directory server to improve network availability and stability. The result was a highly available network control environment that allowed mission-critical voice services to be deployed across the network.

Key Benefits: Our solution provided the following benefits to this end customer:

• Centralized management of network data;

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• Easy deployment and administration throughout a distributed environment;

• Integration with Microsoft Active Directory for directory services; and

• Scalability to meet the demands of advanced IP applications, such as the addition of VoIP devices.

Retail Use Case

The Problem: A retailer with hundreds of store locations needed to provide local network connectivity for point of sale terminals, computers and other IP-enabled devices to ensure business continuity in the event of a network disruption. Additionally, its legacy network control approach relied on spreadsheets and required that experienced IT personnel be dispatched to each store to make changes to the network control environment when problems occurred with network connectivity. This infrastructure required expensive personnel resources and long lead-times to deploy new networking infrastructure and devices, as well as long periods of time to restore the network following outages.

The Infoblox Solution: The retailer installed several of our appliances as Grid Masters in its data center to provide centralized control of the system. It also installed a pair of our appliances as Grid Members in each store location, one for production and the other for disaster recovery, and several of our appliances as Grid Members in VMware virtual environments. Our scalable Grid architecture enabled this end customer to deploy our solution methodically to all of its store locations, based on its schedule and resource availability. Through the deployment of our solution, this end customer ensured business continuity at each store location in the event of a network disruption between that store and the data center. Additionally, our solution enabled the end customer to integrate and distribute network data and manage network control from a single point of control to reduce the lead-time to remediate and update the network, maintain data synchronization and reduce the need to send expensive IT personnel to remote locations.

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Key Benefits: Our solution provided the following benefits to this end customer:

• Local business continuity at each store location;

• Scalable network control architecture that enabled deployment according to business requirements; and

• Centralized management of network resources and synchronization of distributed data.

Managed Service Provider Use Case

The Problem: A global managed service provider wanted to improve its operating results and broaden the portfolio of managed services that it offered to its customers. Its customers required distinct IP address schemes with individually defined network control approaches and management consoles. This required the managed service provider to operate separate management processes and tools so that it could isolate each of its customer’s networks securely from its other customers’ networks. With only its legacy network control approaches, the managed service provider relied on customer personnel to execute complex, time-consuming and error-prone tasks locally. The managed service provider needed a network control solution that allowed for the cost-effective, centralized management of its customers’ network control environments.

The Infoblox Solution: The managed service provider deployed our solution utilizing pairs of our appliances within each office of its customers and several of our appliances at its own headquarters. For each of its customers, the managed service provider created individual Grids that included our appliances at the customer’s location and its network operations center. Each Grid was secure and accessible only by the managed service provider and the customer for which it was created. This allowed the personnel of the managed service provider to provide network control and remote management via the Grid and reduced significantly the cost to the managed service provider of maintaining its customers’ networks.

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Key Benefits: Our solution provided the following benefits to this managed service provider:

• Discrete network control environments for its customers using common network control infrastructure;

• Management of many different customers from a single point of control;

• Ability for the managed service provider to extend its service offerings; and

• Reduced need to maintain a large number of IT personnel who perform on-site services for end customers.

Technology

Our proprietary technology and system architecture are critical components of our automated network control solution. Their differentiating elements include:

• Infoblox Grid Scalability. Our solution is based on our Infoblox Grid technology and system architecture. Grid utilizes our real-time distributed network database to provide “always-on” access to network control data through a scalable, redundant and reliable architecture. As shown below, a Grid is formed when a collection of physical and virtual appliances are used to collaborate as a single, unified system. This network of appliances is organized into a Grid by designating a Grid Master and Grid Members. The Grid Master is central to the Grid architecture and maintains the accuracy of the network database that is distributed among the other Infoblox appliances, or Grid Members, forming the Grid. Grid Members may or may not be located in the same physical location, such as a branch office or data center, as the Grid Master. At different physical locations, the end customer may choose Grid Members that are either physical or virtual, integrated within products sold by Cisco and Riverbed or operating in a VMware environment. The Grid Master provides data integrity and ensures that accurate information is distributed among the other Grid Members. Grid enables organizations to easily expand their processing performance and the automation capabilities of their network control environments by efficiently adding new appliances.

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• Multi-Grid Scalability. Our Grid technology permits multiple Grids to be connected, thereby enabling organizations to expand their network control environments even further and to achieve even greater performance and scalability. We refer to this as our Infoblox Multi-Grid Management solution, or Multi-Grid. Multi-Grid allows organizations to control multiple Grid Masters, each of which can control Grid Members with individual policies and configurations. Multi-Grid enables organizations to manage up to 12,500 Grid Members, providing high levels of scalability, performance and availability.

• High Availability. Our architecture is fault-tolerant and operates despite network faults and other failures to maintain continuous access to networks and applications. Legacy network control processes are often deployed on a single device and utilize technologies that were not designed to be fault tolerant. We have designed our Grid architecture to eliminate a single point of failure through an interconnection between the Grid Master and the Grid Members. Grid employs a distributed set of appliances and a network-wide database, where relevant information is propagated by the Grid Master and shared with Grid Members to ensure availability through redundancy of that information. If a Grid Master fails, then an on-deck Grid Master candidate that has the most current network control database is immediately promoted to replace it. If a Grid Member fails, another Grid Member replaces it and synchronizes with the Grid Master to get the necessary data. If a link between a Grid Member and a Grid Master fails, the Grid Member continues to operate independently, all of the data at the Grid Member are queued until the connection is restored, and then the data are synchronized with the Grid Master.

• Robust Data Management. Our solution overcomes data management challenges inherent in network automation. Legacy network control approaches utilize different tools and processes to manage different types of data. As a result, legacy network control approaches often result in unsynchronized data, which can cause failures in the network. Furthermore, legacy network control approaches frequently cannot enforce desired constraints on network data across different tools and processes. Our technology for data management maintains synchronization of network control data, such as ensuring that each update to DNS, DHCP and IPAM is complete. In addition, our solution enforces in real-time critical constraints on the data, such as prevention of duplicate IP address assignment.

• High Performance. Our solution provides high performance and real-time processing of connection protocols, such as DNS and DHCP. We designed our proprietary software to execute network control functions efficiently and to process connection protocols rapidly. Most protocol servers have limited network control performance capabilities because they run full operating systems and are designed to perform a variety of functions in addition to network control. Our approach integrates our distributed database architecture with the dedicated use of general purpose CPUs and memory technologies to provide high performance. Our highest performing appliance, Trinzic 4010, can deliver up to 200,000 DNS queries per second. We believe that this performance is significantly faster than legacy approaches.

• Advanced Automation. Our solution provides dynamic templates and a library of network device configurations and rules that enable organizations to automate network control by reducing data entry and software programming devoted to network control. In addition, our solution allows end customers to collect, record and maintain information about their networks and use that information to automate the configuration of their network infrastructure. As a result, our automation technology reduces the time required for data entry and eliminates many error-prone tasks and manual processes.

• Integrated Security. We undertake a range of measures to ensure that our solution is secure. Unlike general-purpose protocol servers, our appliances limit and protect against physical access. In addition, our solution prevents root access to the operating system to protect against unauthorized access to system-level files. Our solution allows organizations to secure their network control processes by implementing delegated and role-based administration. Our integrated approach to DNS security protects against hackers who target an organization’s protocol server to deny service to devices and applications. In addition, our solution secures communications between the Grid Master and its Grid Members through an encrypted virtual private network tunnel, which reduces Grid’s vulnerability to attacks and leads to higher availability and reliability.

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Our Products

We offer our automated network control solution through a range of physical and virtual appliances that are integrated with our proprietary software and provide varying levels of performance targeted to meet specific end customer needs. Our virtual appliances either are integrated within Cisco UCS Express and Riverbed Steelhead products or operate in VMware virtual environments, and are designed to approximate their physical counterparts in functionality, scalability and performance.

We offer two families of products: Trinzic Enterprise and Trinzic NetMRI. Our Trinzic Enterprise product family enables real-time IP address management and automates key network control processes. Our Trinzic NetMRI product family automates network change and configuration management processes. Our appliances are typically shipped pre-loaded with software applications for the applicable product family. This allows these additional features to be activated easily and remotely using license keys that we deliver upon sale to our end customer. The Trinzic Enterprise and Trinzic NetMRI families are designed to work together and collectively provide an automated network control solution which enables dynamic networks that are scalable, reliable, cost-effective and easy to use.

Trinzic Enterprise Family

We derive most of our product revenue from our Trinzic Enterprise family of products. The components of our Trinzic Enterprise family, which can be purchased independently, are Trinzic Enterprise, Trinzic IPAM for Microsoft, Trinzic Reporting and Trinzic IPAM Insight.

Trinzic Enterprise. Our Trinzic Enterprise product is a secure, real-time appliance that is designed to ensure the continuous operation of network control. Trinzic Enterprise leverages our proprietary software, which automates the routine, repetitive and time-consuming manual tasks associated with deploying and managing DNS, DHCP and IP address management and thus facilitates continuous and dynamic network availability for mission-critical business processes. Trinzic Enterprise also offers file delivery services via the File Transfer Protocol, or FTP, Trivial File Transfer Protocol, or TFTP, and Hypertext Transfer Protocol, or HTTP, time synchronization services via the Network Time Protocol, or NTP, and Logging services via Syslog. A Trinzic Enterprise appliance can be used in a standalone configuration or combined with other appliances using our Grid technology to view and manage through a web-based management interface complex networks consisting of thousands of Trinzic appliances and millions of IP addresses.

Trinzic IPAM for Microsoft. Trinzic IPAM for Microsoft provides a single, web-based management interface for the centralized management of DNS, DHCP and multiple IP address pools running on Microsoft servers without any installation of software on Microsoft servers. When implemented together with our Trinzic Enterprise product, Trinzic IPAM for Microsoft permits network-wide management of Infoblox DNS, DHCP and IPAM servers and Microsoft servers from a single point of control. It also provides Microsoft server management capabilities, such as centralized IP address management, DNS changes and individualized, role-based access control.

Trinzic Reporting. Trinzic Reporting may be sold with our Trinzic Enterprise product at the time of initial deployment or thereafter and leverages Grid. Our Trinzic Reporting is sold as an appliance and enhances real-time management of networks through an extensive, customizable and historical reporting engine. It provides long-term reporting, trending, analysis and tracking capabilities to report network utilization, isolate performance problems, implement DHCP and DNS capacity planning and identify security threats. Trinzic Reporting automates time-consuming manual tasks associated with collecting, tabulating and correlating data and displays the information through our web-based management interface. This single point of control reduces training, enables more efficient IT staff by reducing time for analysis, and simplifies data compilation.

Trinzic IPAM Insight. Trinzic IPAM Insight may be sold with our Trinzic Enterprise product at the time of initial deployment or thereafter and allows automated discovery of network device configuration information

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used in automation and compliance reporting. When implemented together with our Trinzic Enterprise product, it combines rich IP address data with detailed network data to provide comprehensive visibility into the network in order to automate vital network functions. Trinzic IPAM Insight auto-populates the IPAM database fields with network information that otherwise would need to be input manually. It also improves security and compliance with detailed reporting and audit logging functionality. Additionally, it ensures up-to-date information with discovery of multi-vendor network devices.

Trinzic NetMRI Family

We introduced our Trinzic NetMRI family of products in 2010. The components of our Trinzic NetMRI family, which can be purchased independently, are Trinzic Network Automation, Trinzic Network Compliance, Trinzic Switch Port Manager and Trinzic PCI Insight.

Trinzic NetMRI. Our Trinzic NetMRI product automates network change and configuration management processes. Trinzic NetMRI enables IT organizations to automate time-sensitive network changes, gain visibility into the impact of changes occurring on the network, manage network configurations, archive network configurations and meet a variety of compliance requirements for both physical and virtual machines. Trinzic NetMRI discovers and monitors network infrastructure devices to determine critical network information. It uses this information to analyze network stability, to identify unauthorized devices and to take inventory of network devices for inventory management and/or troubleshooting.

Trinzic Network Automation. Trinzic Network Automation automates network configuration functions so that end customers can make network changes without manual intervention and in real-time. This allows a network to deliver the on-demand requirements of virtualization and cloud computing. In addition, Trinzic Network Automation enables organizations to automate routine repetitive tasks, whether scheduled or event-specific, and thus reduce the potential for errors and network instability. It accomplishes this, for example, by automating network change detection and configuration, logging, job management and user permission controls.

Trinzic Network Compliance. Trinzic Network Compliance provides continuous monitoring of network devices to help ensure network policies are being followed. Trinzic Network Compliance automates the network compliance process, meeting corporate security requirements and providing the necessary information and control for internal and external compliance mandates through hundreds of built-in authoritative rules, policies and implementation templates. Trinzic Network Compliance also automatically alerts IT personnel in the event of a failure to meet compliance guidelines and permits the establishment and deployment of specific end customer requirements with click and drag simplicity, supporting compliance mandates such as those under the Payment Card Industry Data Security Standard (PCI DSS), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Sarbanes-Oxley Act, Federal Energy Regulatory Commission (FERC) and North American Electric Reliability Corporation (NERC).

Trinzic Switch Port Manager. Trinzic Switch Port Manager enables our end customers to identify the number of switch ports, manage them precisely and locate the next available switch port. It helps provide comprehensive views and management of switches with both current and historical IP addresses, MAC addresses, VLAN mappings and network device topology information. It also shows where devices have been connected, when they connected and where they are currently connected so that the network administrator can easily track authorized devices and find rogue devices that can pose security risks and create network instability.

Trinzic PCI Insight. Trinzic PCI Insight is an integrated offering that bundles Trinzic Network Compliance, Trinzic IPAM Insight from our Trinzic Enterprise family of products and consulting services and enables our end customers to optimize their PCI DSS compliance. Organizations that accept credits cards must demonstrate compliance with PCI DSS to avoid fines or restrictions on credit card acceptance, and it is often difficult and time-consuming to demonstrate network infrastructure compliance with this standard. Trinzic PCI Insight helps organizations implement and prove compliance more quickly, more completely, and on an ongoing basis. Trinzic

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PCI Insight automatically and continuously monitors PCI DSS compliance and produces compliance reports with a single click.

Appliance Models

End customers can deploy our appliances on a stand-alone basis or in combinations utilizing our Grid architecture. As shown in the table below, our purpose-built appliances provide a range of scaling and performance options and are used in a variety of network environments, ranging from branch offices to managed service providers, in mid-sized to very large enterprises.

		Appliance Models
Product Family		Enterprise							NetMRI
Model No.		250-A	550-A	1050-A	1550-A 1552-A	1852-A	2000-A	4010	1102-A
	Branch Office	ü	ü	ü	ü				ü
	Enterprise/ Data Center			ü	ü	ü	ü	ü	ü
	Managed Service Providers					ü	ü	ü	ü
DNS Queries per Second		3,000	12,000	24,000	36,000	110,000	75,000	200,000	N/A
Virtual Appliance Analog		ü	ü	ü	ü	ü	ü		ü

Our Customer Support and Services

Maintenance and Support

Our support organization provides tiered support to our channel partners and end customers 24 hours a day, by email, telephone and the Internet. We provide support through our technical support engineers and through our network of authorized and certified channel partners. We maintain technical support assistance centers in the United States, Belgium, India and Japan. These technical assistance centers provide help desk assistance on product configuration, usage, software maintenance, and problem isolation and resolution. We also provide hardware replacement support via logistics centers located in 18 locations globally. End customers and channel partners have access to our knowledge management, online case management and self-help portal to track and manage their support requests efficiently. End customers that purchase our products must also purchase one-year maintenance and support contracts, which they may, and typically do, elect to renew in subsequent years.

Consulting

Our consulting services assist end customers in planning, designing, implementing, operating and optimizing our solution for their networks. Our consulting engineers work closely with end customers during the planning cycle to bring strategic insight to the development of a solution that is tailored to the end customer’s specific requirements. Our consulting engineers assist end customers in making rapid migrations to our solution,

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identifying and adopting best practices for real-time network infrastructure architecture and instituting processes that can result in faster deployment of applications, servers, network devices and network endpoints. These services include network control architecture consulting, migration planning, implementation, best practice audits, IPv6 and DNS security readiness and compliance policy development.

Training

We provide training services to educate our end customers and channel partners on the implementation, use, functionality and ongoing maintenance of our products. We offer these services through our training organization and also through a global network of authorized and certified training companies. We also have training programs that provide multiple certification tracks for network administrators, engineers, trainers and channel partner personnel.

Manufacturing

We design our products and develop our software internally. We subcontract the manufacturing of substantially all of our appliances to Flextronics Telecom Systems, Ltd., an affiliate of Flextronics International Ltd., which purchases components from our approved list of suppliers and builds hardware appliances according to our specifications. We subcontract manufacturing of our Trinzic 4010 hardware appliance to a second third-party manufacturer. Our outsourcing activity extends from prototypes to full production and includes activities such as material procurement, implementation of our software, and final assembly and testing. Once the completed products are manufactured and tested, our third-party manufacturers ship them either to our channel partners for delivery and installation or to our end customers for installation.

Although there are multiple sources for most of the component parts of our appliances, our third-party manufacturers currently purchase most components from a single source or, in some cases, limited sources. Generally, neither our third-party manufacturers nor we have a written agreement with any of these component providers to guarantee the supply of the key components used in our products. However, we regularly monitor the supply of components and the availability of qualified and approved alternative sources. We provide forecasts to our third-party manufacturers so that they can purchase key components in advance of their anticipated use, with the objective of maintaining an adequate supply of those components.

Sales and Marketing

We sell our products and services primarily through our channel partners, including distributors, integrators, managed service providers and VARs, in the United States and internationally; however, sales to large service providers in North America are made directly by our field sales force. Our channel sales model allows us to leverage our field sales force. Our VARs, distributors and system integrators perform product and service fulfillment. Channel partners also provide various levels of support services required by our end customers. In some cases, we coordinate our marketing efforts and spending with VARs.

Our marketing activities consist primarily of advertising, web marketing, technology conferences, trade shows, seminars and events, public relations, demand generation and direct marketing to build our brand, increase end customer awareness, communicate our product advantages and generate qualified leads for our field sales force and channel partners.

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Technology Partners

We work closely with a range of networking and software technology partners in the engineering of our solution and the development of end customer deployments. Our current technology partners are Cisco Systems, Inc., F5 Networks, Inc., Juniper Networks, Inc., Microsoft Corporation, Riverbed Technology, Inc. and VMware, Inc. Our engagements with technology partners range from lead generation and joint sales efforts to joint product development and engineering.

Research and Development

We believe our future success depends on our ability to develop new products and features that address the rapidly changing technology needs of our markets. We operate a flexible research and development model that relies upon a combination of in-house staff and offshore contractors to develop and enhance our products cost-effectively. Our in-house and outsourced engineering personnel are responsible for the research, design, development, quality, documentation, support and release of our products. Our primary engineering center is located in Santa Clara, California, with additional groups located in Annapolis, Maryland; Burnaby, Canada; and Paris, France. Our research and development expenses were $15.4 million, $18.1 million, $29.6 million, $5.9 million and $8.9 million in 2009, 2010 and 2011 and during the three months ended October 31, 2010 and 2011, respectively.

Intellectual Property

Our success and ability to compete are substantially dependent upon our core technology and intellectual property. We rely on patent, trademark and copyright laws, trade secret protection and confidentiality or license agreements with our employees, end customers, VARs, distributors, system integrators and others to protect our intellectual property rights. As of October 31, 2011, we had 15 patents issued in the United States, which expire between October 15, 2018 and September 27, 2027. We also had 16 patent applications pending for examination in the United States and 4 patent applications pending for examination in foreign jurisdictions, all of which are related to U.S. applications.

We also incorporate generally available third-party software in our products pursuant to licenses with third parties. Termination of certain third-party software licenses would require redesign of our products and incorporation of alternative third-party software and technology.

The steps we have taken to protect our intellectual property rights may not be adequate. Third parties may infringe or misappropriate our intellectual property rights and may challenge our issued patents. In addition, other parties may independently develop similar or competing technologies designed around any patents that may be issued to us. We may initiate claims against third parties that we believe are infringing our intellectual property rights if we are unable to resolve matters satisfactorily through negotiation. If we fail to protect our intellectual property rights adequately, our competitors could offer similar products, potentially harming our business.

Competition

The markets in which we compete are highly competitive and characterized by rapidly changing technology, changing end customer needs, evolving industry standards and frequent introductions of new products and services. We expect competition in these markets to intensify in the future as they expand and as existing competitors and new market entrants introduce new products or enhance existing products.

We primarily compete with large technology companies, such as BMC, EMC, HP and IBM, legacy telecommunication equipment providers, such as Alcatel-Lucent and BT, and specialized technology providers, such as BlueCat Networks. We could also face competition from new market entrants, some of which might be

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our current technology partners. In addition, we seek to replace legacy network control tools and processes in which end customers have made significant investments. These tools and processes may have been purchased or internally-developed based on open source software or other technology, and end customers may be reluctant to adopt a new solution that replaces or changes their existing tools and processes.

The principal competitive factors applicable to our products include:

• breadth of product offerings and features;

• reliability;

• product quality;

• ease of use;

• total cost of ownership;

• performance;

• scalability;

• security;

• flexibility and scalability of deployment;

• interoperability with other products;

• ability to be bundled with other vendor offerings; and

• quality of service, support and fulfillment.

We believe our products compete favorably with respect to these factors.

Employees

As of October 31, 2011, we employed 489 people, including 138 in research and development and manufacturing operations, 290 in sales and marketing and customer support, and 61 in general and administrative functions. None of our domestic employees is represented by a labor union. In France and other foreign jurisdictions, our employees may be subject to certain national collective bargaining requirements. We also use a significant number of contractors in Belarus, India and Thailand to assist us with product engineering and support. We have not experienced any work stoppages, and we consider our relations with our employees and other personnel to be good.

Facilities

We lease approximately 63,000 square feet of space for our headquarters in Santa Clara, California under a lease that expires in January 2013. We also lease approximately 15,000 square feet of space for development activities in Annapolis, Maryland under a lease that expires in June 2017. We lease additional facilities for development activities in Burnaby, Canada and Paris, France. In addition, we lease marketing and sales support offices in Antwerp, Belgium and Tokyo, Japan. We believe that our existing facilities are adequate to meet our current needs, and we intend to add or change facilities as needs require. We believe that, if required, suitable additional or substitute space would be available to accommodate expansion of our operations.

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Legal Proceedings

We have recently settled multiple patent litigations between us and BlueCat Networks, Inc. and BlueCat Networks (USA), Inc. (or collectively BlueCat), referred to herein as the “BlueCat Litigation.” In the initial lawsuit, which we commenced on December 27, 2010, we asserted, among other things, that BlueCat’s technology and products were infringing on certain of our U.S. patents. In this lawsuit, we sought treble damages, attorneys’ fees and a preliminary and permanent injunction against BlueCat’s future infringement. In response, BlueCat acquired certain U.S. patents from a third party, and asserted counterclaims that our technology and products were infringing on these patents. In addition, BlueCat acquired additional U.S. patents from another third party and filed a separate lawsuit that alleged, among other things, that our technology and products were infringing on such patents. In its counterclaims and separate lawsuit, BlueCat sought damages, attorneys’ fees and a preliminary and permanent injunction against our future infringement.

On December 15, 2011, we and BlueCat entered into a settlement agreement pursuant to which all claims in the BlueCat Litigation were dismissed without prejudice and the parties released claims of any past, present or future infringement of the patents asserted in the BlueCat Litigation and any patents related thereto. The settlement agreement also provides that, among other things, the parties will not commence patent litigation against each other on any other patents until at least December 15, 2016, and no damages will accrue related to the infringement of any patents through that date. While we believe that there will be no further patent litigation between BlueCat and us until at least December 15, 2016, there can be no assurance that patent litigation between the parties will not occur in the future. In addition, a party may reassert the claims of infringement it released under the settlement agreement (and seek past damages) if the other party commences patent litigation against that party after December 15, 2016, and the settlement agreement also would terminate if a third party asserts a claim for infringement of any patent released under the settlement agreement.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of October 31, 2011, after giving effect to the appointment of Fred M. Gerson to our board of directors, effective as of December 1, 2011.

Name	Age		Position(s)
Robert D. Thomas		62	President, Chief Executive Officer and Director
Stuart M. Bailey		40	Chief Technology Officer and Director
Remo E. Canessa		54	Chief Financial Officer
Wendell Stephen Nye		56	Executive Vice President, Product Strategy and Corporate Development
Sohail M. Parekh		48	Executive Vice President, Engineering
Mark S. Smith		55	Executive Vice President, Worldwide Field Operations
Thomas E. Banahan(1)		53	Director
Fred M. Gerson(2)		61	Director
Michael L. Goguen(1)		47	Director
Frank J. Marshall(2)		64	Director
Thomas F. Mendoza		60	Director
Daniel J. Phelps(2)		43	Director

(1) Member of the compensation committee.

(2) Member of the audit committee.

Robert D. Thomas has served as our president and chief executive officer and as a member of our board of directors since September 2004. From October 1998 to April 2004, when it was acquired by Juniper Networks, Inc., he served as president, chief executive officer and a director of NetScreen Technologies, Inc., a network security company. From October 1989 to September 1998, Mr. Thomas served in several roles at Sun Microsystems, Inc., a computer hardware and software company, including general manager of intercontinental operations for its software business, director of international market development, and director of marketing in Australia and New Zealand. Mr. Thomas has also served on the boards of directors of several other private companies. Mr. Thomas holds a B.S. degree in mathematics from Adelaide University in Australia. We believe that Mr. Thomas is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our chief executive officer and as one of our large stockholders, his service on the boards of directors of other companies and his management and leadership experience.

Stuart M. Bailey founded our company in 1999, and has served as a member of our board of directors since that time. During those 12 years, he has also served us in various officer capacities, including most recently as chief technology officer. Prior to founding our company, he served as technical lead for the Laboratory for Advanced Computing/National Center for Data Mining at the University of Illinois at Chicago, where he led teams in developing advanced distributed data architectures. He holds a B.S. degree in computer engineering from University of Illinois. We believe that Mr. Bailey is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our chief technology officer and our founder, as well as his deep expertise in computer networking technologies, which makes him instrumental in defining the technical vision and direction for our company.

Remo E. Canessa has served as our chief financial officer since October 2004. Prior to joining our company, he served as chief financial officer and corporate secretary of NetScreen Technologies, Inc. from July 2001 to April 2004, when it was acquired by Juniper Networks, Inc. From December 1998 to July 2001,

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Mr. Canessa served as vice president of finance, chief financial officer and treasurer of Bell Microproducts, Inc., a computer equipment distribution company, where he had previously served for five years in various financial capacities. He holds a B.A. degree in economics from the University of California, Berkeley and an M.B.A. from the Santa Clara University and is a certified public accountant.

Wendell Stephen Nye has served as our executive vice president, product strategy and corporate development since February 2010. From December 2000 to January 2010, he served as vice president and general manager of Cisco Systems, Inc., a networking products company. During the eight years prior to joining Cisco, Mr. Nye served sequentially as president of Network Security Systems, Inc., Equifax National Decision Systems, Atcom/Info and CAIS Software Solutions, Inc. He holds a B.S. degree in geology and an M.B.A. from James Madison University.

Sohail M. Parekh has served as our executive vice president, engineering since January 2010 and served as our vice president, engineering from August 2007 to January 2010. Prior to joining our company, he served as vice president of engineering of Vernier Networks, Inc., a network access control products company, from October 2003 to July 2007, and vice president of engineering of Syndeo Corporation, a communications software company, from 1999 to 2003. From 1999 to 2000, he served as senior development manager at Cisco Systems, Inc. He holds a B.S. degree in electrical engineering from the University of Houston.

Mark S. Smith has served as our executive vice president, worldwide field operations since January 2005. From April 2004 to January 2005, he served as the vice president of enterprise sales of Juniper Networks, Inc., a network equipment company, which he joined following Juniper’s acquisition of NetScreen Technologies, Inc., where Mr. Smith served as vice president of worldwide sales from 1999 to April 2004. From 1996 to July 1999, Mr. Smith served as vice president of worldwide sales at Apptitude, Inc., a computer network management equipment manufacturer. He holds a B.A. degree in political science from Wheaton College.

Thomas E. Banahan has served as a member of our board of directors since February 2004. Since 1999, he has served in several roles at Tenaya Capital (formerly Lehman Brothers Venture Capital), a venture capital firm, including most recently as managing director since February 2009. Mr. Banahan served as vice president, business development of Marimba, Inc., an Internet-based software management solutions company, from December 1996 to 1999, and vice president, worldwide sales of Spyglass, Inc., an Internet software and service provider, from August 1994 to November 1996. Mr. Banahan also serves as a director of a number of private companies. He holds a B.A. degree in business economics from the University of California, Santa Barbara. We believe that Mr. Banahan is qualified to serve as a member of our board of directors because of his experience in the venture capital industry analyzing, investing in and serving on the boards of directors of enterprise software and appliance companies, his tenure with our company and the perspective he brings as an affiliate of one of our major stockholders.

Fred M. Gerson has served as a member of our board of directors since December 2011. He has served, since July 2001, as the chief financial officer of the San Diego Padres, a major league baseball club, and since April 2003 as its executive vice president. Mr. Gerson served as the interim chief financial officer of Peregrine Systems, Inc., a provider of enterprise software, from May 2002 to July 2002, while maintaining his responsibilities with the Padres organization. His prior history includes chief financial officer positions at Maxis Inc., Marimba, Inc. and Peter Norton Computing, Inc., each a software company, and the coin-operated games division of Atari, Inc., a gaming company. Mr. Gerson served on the board of directors of DivX, Inc. from March 2005 to October 2010 and serves as a director of two private companies. He holds a B.A. degree in economics from Brooklyn College and an M.B.A. from New York University. We believe Mr. Gerson is qualified to serve as a member of our board of directors because of his financial expertise in addition to experience serving as the chief financial officer of multiple software companies, including four public companies.

Michael L. Goguen has served as a member of our board of directors since April 2003. Since 1996, he has held various positions at Sequoia Capital, a venture capital firm, and has been a general partner since 1997.

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Before joining Sequoia Capital, Mr. Goguen spent ten years in various engineering, research and product management roles at Digital Equipment Corporation, a networked business solutions company; SynOptics Communications, Inc., a LAN hub, switch and network management products company; and Centillion Networks, Inc., a switching products company, and was a director of engineering at Bay Networks, Inc., a data networking products company. Mr. Goguen served as a member of the board of directors of NetScreen Technologies, Inc. from May 1998 until it was acquired by Juniper Networks, Inc. in April 2004 and served as a director of Ikanos Communications, Inc. from May 1999 to January 2008. Mr. Goguen also serves as a director of a number of private companies. He holds a B.S. degree in electrical engineering from Cornell University and an M.S. degree in electrical engineering from Stanford University. We believe that Mr. Goguen is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry analyzing, investing in and serving on the boards of directors of software and technology companies, his tenure with our company and the perspective he brings as an affiliate of one of our major stockholders.

Frank J. Marshall has served as a member of our board of directors since March 2004. He is an early stage technology investor and management consultant. Mr. Marshall has been a general partner at Big Basin Partners since October 2000. Mr. Marshall serves as a director and advisor for several private companies and has been a member of the board of directors of PMC-Sierra, Inc., an Internet infrastructure semiconductor solutions company, since 1996 and its lead independent director from May 2005 until August 2011. From November 2000 until July 2001, Mr. Marshall was the interim chief executive officer of Covad Communications Group, Inc., a broadband communications services company. He served as vice president of engineering and then general manager, core business products unit of Cisco Systems, Inc. from 1992 until October 1997. Mr. Marshall also served as a director of Juniper Networks, Inc. from April 2004 to February 2007 and was chairman of the board of directors of NetScreen Technologies, Inc. from 1997 until its acquisition by Juniper Networks in April 2004. He holds a B.S. degree in electrical engineering from Carnegie Mellon University and an M.S. degree in electrical engineering from the University of California, Irvine. We believe that Mr. Marshall is qualified to serve as a member of our board of directors because of his service on the boards of directors of other companies and because of his experience with networking technology and large enterprises bringing the customer’s perspective into the boardroom.

Thomas F. Mendoza has served as a member of our board of directors since March 2003. Since January 2008, he has served as vice chairman of NetApp, Inc. (formerly Network Appliance, Inc.), a computer networking company, and served as president of Network Appliance, Inc. from June 2000 to January 2008. From 1994 to May 2000, he served in various other management and executive positions at Network Appliance, including senior vice president, worldwide sales and marketing, senior vice president, worldwide sales and vice president, North American sales. Mr. Mendoza has served as a member of the board of directors of ServiceSource International, Inc., a service revenue management company, since March 2011. He also served as a member of the board of directors of NetScreen Technologies, Inc. from June 1999 until it was acquired by Juniper Networks, Inc. in April 2004. Mr. Mendoza holds a B.A. degree in economics from the University of Notre Dame. We believe that Mr. Mendoza is qualified to serve as a member of our board of directors because he brings to our board over 30 years of operational experience and understanding that he gained from holding various executive positions at technology companies, including a publicly traded company.

Daniel J. Phelps has served as a member of our board of directors since September 2000. He has served as a general managing member of Duchossois Technology Partners, a venture capital firm, since its founding in May 1999. Mr. Phelps also served as a general partner of Opus Capital, a venture capital firm, from October 2006 until June 2009, and has served as the managing director of Salt Creek Capital, a venture capital firm, since he founded the firm in July 2009. From January 1994 to September 1998, Mr. Phelps held an investment management position with the Pritzker Financial Office in Chicago and, prior to that time, he was employed by Ernst & Young LLP. Mr. Phelps holds a B.S. degree in business administration from The Ohio State University and an M.B.A. from the University of Chicago and is a certified public accountant. We believe that Mr. Phelps is qualified to serve as a member of our board of directors because of his financial expertise, significant experience

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in the venture capital industry analyzing, investing in and serving on the boards of directors of technology companies, his tenure with our company, and the perspective he brings as an affiliate of one of our major stockholders.

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no familial relationships among our directors and officers.

Board of Directors Composition

Current Board of Directors

Under our bylaws, our board of directors may set the authorized number of directors. Our board of directors has set the authorized number of directors as eight. Our board of directors currently consists of eight members.

Pursuant to our fourth amended and restated voting agreement dated as of May 1, 2010, Messrs. Bailey, Banahan, Gerson, Goguen, Marshall, Mendoza, Phelps and Thomas have been designated and appointed to serve as members of our board of directors. Pursuant to that agreement, Messrs. Bailey and Thomas were selected as representatives of our common stock, Mr. Phelps was selected as the representative of our Series A and Series B preferred stock, Mr. Goguen was selected as the representative of our Series C preferred stock, Mr. Banahan was selected as the representative of our Series D preferred stock and Messrs. Gerson, Marshall and Mendoza were selected as “industry directors” (as defined in the voting agreement). Currently serving members of our board of directors will continue to serve as directors until their resignations or until their successors are duly elected by the holders of our common stock, despite the fact that the voting agreement will terminate upon the closing of this offering. Upon the termination of the voting agreement, there will be no further contractual obligations regarding the election of our directors.

Classified Board of Directors Following This Offering

Our restated certificate of incorporation and bylaws that will be in effect following the closing of this offering provide for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. Our directors will be divided among the three classes as follows:

• Class I directors will be Messrs.                 ,              and                 , whose initial term will expire at the annual meeting of stockholders to be held in 2013;

• Class II directors will be Messrs.                 ,              and                 , whose initial term will expire at the annual meeting of stockholders to be held in 2014; and

• Class III directors will be Messrs.                 ,                 and                 , whose initial term will expire at the annual meeting of stockholders to be held in 2015.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal.

Our restated certificate of incorporation and bylaws that will be in effect following the closing of this offering provide that only our board of directors may fill vacancies on our board of directors until the next annual meeting of stockholders. Any additional directorships resulting from an increase in the authorized number of directors would be distributed among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors.

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The classification of our board of directors and provisions described above may have the effect of delaying or preventing changes in our control or management. See “Description of Capital Stock—Anti-Takeover Provisions—Restated Certificate of Incorporation and Restated Bylaw Provisions.”

Director Independence

We intend to apply for the listing of our common stock on the NYSE. The listing rules of the NYSE require that a majority of the members of our board of directors be independent. Based upon information requested from and provided by each director concerning his background, employment and affiliations, our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NYSE. In making this determination, our board of directors considered the relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. The independence of our board committee members is discussed below.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignations or until otherwise determined by our board of directors. Our board of directors has adopted a charter for each of these committees, which it believes complies with the applicable requirements of current NYSE and SEC rules and regulations. We intend to comply with future requirements to the extent they are applicable to us. Following the closing of this offering, copies of the charters for each committee will be available without charge, upon request in writing to Infoblox Inc., 4750 Patrick Henry Drive, Santa Clara, California 95054, Attn: Corporate Compliance, or on the investor relations portion of our website, www.infoblox.com.

Audit Committee

Our audit committee is comprised of Mr. Gerson, who is the chair of the audit committee, and Messrs. Marshall and Phelps. The composition of our audit committee meets the requirements for independence under current NYSE and SEC rules and regulations. Each member of our audit committee is financially literate as required by current NYSE listing standards. In addition, our board of directors has determined that Mr.             is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Our audit committee, among other things:

• selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• helps to ensure the independence and performance of the independent registered public accounting firm;

• discusses the scope and results of the audit with the independent registered public accounting firm, and reviews, with management and the independent accountants, our interim and year-end operating results;

• develops procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviews our policies on risk assessment and risk management;

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• obtains and reviews a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues; and

• approves (or, as permitted, pre-approves) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Since August 2011, our compensation committee has been comprised of Mr. Banahan, who is the chair of the compensation committee, and Mr. Goguen. The composition of our compensation committee meets the requirements for independence under current NYSE and SEC rules and regulations. Each member of this committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an outside director, as defined pursuant to Section 162(m) of the Code. The purpose of our compensation committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our compensation committee will, among other things:

• review, approve and determine, or make recommendations to our board of directors regarding, the compensation of our executive officers;

• administer our stock and equity incentive plans;

• review and approve and make recommendations to our board of directors regarding incentive compensation and equity plans; and

• establish and review general policies relating to compensation and benefits of our employees.

Nominating and Governance Committee

The nominating and governance committee is comprised of Mr.                 , who is the chair of the nominating and governance committee, and Messrs.                 and                 . The composition of our nominating and governance committee meets the requirements for independence under current NYSE and SEC rules and regulations. Our nominating and governance committee, among other things:

• identifies, evaluates and selects, or makes recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

• evaluates the performance of our board of directors and of individual directors;

• considers and makes recommendations to our board of directors regarding the composition of our board of directors and its committees;

• reviews related party transactions and proposed waivers of our code of conduct;

• reviews developments in corporate governance practices;

• evaluates the adequacy of our corporate governance practices and reporting; and

• develops and makes recommendations to our board of directors regarding corporate governance guidelines and matters.

Compensation Committee Interlocks and Insider Participation

During 2011, all compensation decisions were made by our full board of directors and we had no acting compensation committee. Our chief executive officer, Mr. Thomas, and chief technology officer, Mr. Bailey, participated in deliberations of our board of directors concerning executive officer compensation during 2011. No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

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Director Compensation

Other than reimbursement of reasonable travel and related expenses incurred by non-employee directors in connection with their attendance at meetings of our board of directors, we did not pay any fees, make any equity or non-equity awards, or pay any compensation to our non-employee directors in 2011. All compensation that we paid to Messrs. Thomas and Bailey, our only employee directors, is set forth in the tables below under “Executive Compensation—Executive Compensation Tables.” No compensation was paid to either employee director in his capacity as a director.

Following the closing of this offering, we intend to compensate our non-employee directors with a combination of cash and equity awards. We will pay each non-employee director an annual retainer fee of $33,000 for service on our board of directors and additional annual retainer fees for services as follows:

• $20,000 for the chair of our audit committee and $9,000 for each of its other members;

• $13,000 for the chair of our compensation committee and $6,750 for each of its other members; and

• $7,500 for the chair of our nominating and corporate governance committee and $3,750 for each of its other members.

In addition to these annual retainer fees, we will pay any non-employee director who in any fiscal year attends more than 10 meetings held by our board of directors or by any committee of our board of directors on which he serves meeting fees of $1,000 for each meeting ($500 for each meeting of our nominating and corporate governance committee) attended in excess of the threshold number of meetings.

Pursuant to a policy adopted by our board of directors, each non-employee member of the board of directors who is a member of the board upon the completion of this offering and has not previously received an option grant will be granted a stock option having a fair market value on the grant date equal to $250,000. In addition, this policy provides that each non-employee director who first becomes a member of our board of directors on or after the completion of this offering will be granted a stock option having a fair market value on the grant date equal to $250,000 and, immediately following each annual meeting of our stockholders, each non-employee director will automatically be granted an additional stock option having a fair market value on the date of grant equal to $150,000 if the non-employee director has served continuously as a member of our board of directors for at least one year. Each initial stock option award will vest in equal annual installments over three years from the date of grant while each annual stock option award will vest in full on the earlier of the one-year anniversary of the date of grant or immediately prior to the first annual meeting of our stockholders to occur after the date of grant. Each of these awards will be immediately exercisable in full; however, any unvested shares issued upon exercise will be a subject to a right of repurchase by us upon termination of service, which right will lapse in accordance with the vesting schedule described above. Options granted to non-employee directors under the policy described above will accelerate and vest in full in the event of a change of control. The awards will have 10-year terms and will terminate three months following the date the director ceases to be one of our directors or consultants or 12 months following that date if the termination is due to death or disability. In addition to the awards provided for above, non-employee directors are eligible to receive discretionary equity awards.

On December 14, 2011, we granted Fred M. Gerson an option to purchase 200,000 shares of our common stock at an exercise price of $3.26 per share. This stock option vests as to 25% of the shares on November 30, 2012, and as to 1/48 of the shares each month over the following three years. The other terms of Mr. Gerson’s option grant are consistent with the policy for awards to newly appointed non-employee directors described above.

Non-employee directors will receive no other form of remuneration, perquisites or benefits, but will be reimbursed for their expenses in attending meetings, including travel, meal and other expenses incurred to attend meetings solely among the non-employee directors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion describes and analyzes our compensation program for the five executive officers identified in our 2011 “Summary Compensation Table” included later in this section under “Executive Compensation Tables.” In this prospectus, we refer to these five individuals, who are named below, as our named executive officers:

• Robert D. Thomas, President and Chief Executive Officer, or CEO;

• Remo E. Canessa, Chief Financial Officer;

• Wendell Stephen Nye, Executive Vice President, Product Strategy and Corporate Development;

• Sohail M. Parekh, Executive Vice President, Engineering; and

• Mark S. Smith, Executive Vice President, Worldwide Field Operations.

Compensation Philosophy and Objectives

We designed our executive compensation program to:

• attract and retain a skilled management team and ensure that their total compensation is competitive and reasonable;

• be a highly performance-based program that establishes a meaningful link between sustained company performance and executive officer rewards in order to align individual achievement with organizational success;

• provide for significant differentiation in potential compensation for performance that is below, at or, for executive officers whose responsibilities include sales functions, above target levels;

• tie rewards to the creation of long-term stockholder value; and

• promote an ownership culture within our organization.

We have endeavored to create an executive compensation program that provides a mix of short-term and long-term payments and awards, cash payments and equity awards, and fixed and variable payments and awards that we believe appropriately motivates our executive officers and discourages them from taking inappropriate risks. We view these components of compensation as related but distinct. Although we consider the amount of total compensation paid and awarded to our executive officers, we do not believe that significant compensation derived from one component of compensation should negatively impact compensation that might be derived from other components. Except as described below, we have not adopted any formal or informal policies or guidelines for allocating total target compensation between short-term and long-term payments and awards, between cash payments and equity awards or between fixed and variable payments and awards. However, in general, we believe a significant portion of the value of total target compensation for each named executive officer should be in the form of performance-based compensation. In addition, we strive to keep cash compensation at a competitive level while providing executive officers with the opportunity to be well rewarded through equity awards if our company performs well over time.

Historical Compensation Decision Process

Our board of directors has historically overseen the compensation of our named executive officers and our executive compensation programs and initiatives. To date, we have determined the initial compensation arrangements with our executive officers, including the named executive officers, through negotiations with each

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individual. Typically, our CEO, Mr. Thomas, has been responsible for negotiating these arrangements, with the oversight and final approval of our board of directors or, since August 2011, our compensation committee. Once the initial compensation levels have been set, our board of directors generally reviews executive officer compensation, both base salary levels and the target levels for variable cash and any equity incentive awards, following the end of each fiscal year and at the recommendation of our CEO. In connection with this review, our board of directors considers any input that it may receive from our CEO (with respect to executive officers other than himself) to evaluate the performance of each executive officer and sets each executive officer’s total target cash compensation for the current year based on this review and the other factors described below. We pay cash incentive awards under a general bonus plan for non-sales personnel and under a commission-based plan for our sales personnel. Our general bonus plan is designed to compensate all managers, including our named executive officers other than Mr. Smith, for their contributions to achieving quarterly financial goals, which are derived from our company financial plan for the first quarter of our fiscal year and from quarterly forecasts generated by management, in consultation with our board of directors, for the remaining quarters. The commission-based plan is designed to compensate sales personnel, including Mr. Smith, for their contributions to achieving monthly and quarterly bookings goals derived from the same plan or forecasts as the goals for our general bonus plan. Under both our general bonus plan and our commission-based plan, the quarterly goals are set at a level higher than the financial plan or quarterly forecasts, as the case may be, to encourage superior performance by our personnel. In connection with its annual review and any reviews that occur during the fiscal year, our board of directors also approves any equity compensation to be awarded to our named executive officers. Through the end of 2011, authority to make equity award grants to our named executive officers rested solely with our board of directors.

We have based most, if not all, of our prior compensation determinations, including those made for 2011, on a variety of factors, including our performance, financial condition and available resources, individual performance, and the recommendations of our CEO (other than with respect to his own compensation). In addition, we have based our prior compensation determinations on our board of directors’ evaluation of the competitive market, based on the respective members’ experience with other companies and on compensation survey data available from outside sources, each as of the time of the applicable compensation decision. Although our board of directors may refer to compensation survey data, it does not formally benchmark executive compensation against a particular set of comparable companies or use a formula to set the compensation for our executive officers in relation to survey data. Historically, our board of directors’ discussions and decisions about executive compensation (other than equity compensation) have occurred primarily outside of formal meetings through e-mails and other informal communications. In establishing compensation for executive officers other than our CEO, decisions were made by our board of directors after reviewing recommendations made by and in consultation with our CEO. Our CEO did not participate in the deliberations regarding the setting of his own compensation by our board of directors other than those establishing, in consultation with our board of directors, the company performance objectives for all named executive officer participants under our general bonus plan.

We expect that the specific direction, emphasis and components of our executive compensation program will continue to evolve as we gain experience operating as a public company. To that end, the board of directors has established a formal compensation committee to be responsible for executive compensation, including establishing our executive compensation philosophy and programs and determining specific executive compensation, including cash- and equity-based incentive awards. The compensation committee has engaged an independent compensation consultant to evaluate our executive compensation levels and practices and to provide advice and ongoing recommendations on executive compensation matters for 2012. Accordingly, the compensation paid to our named executive officers for 2011 is not necessarily indicative of how we will compensate our named executive officers following this offering.

Risk Considerations

As part of its oversight of our compensation programs for 2012, our compensation committee reviewed our executive officer and non-executive employee compensation programs as they relate to corporate risk

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management. Our compensation programs are currently relatively simple and consistent with practices of other companies in our industry, and our compensation committee has concluded that our compensation policies and practices are not likely to have a material adverse effect on us, including for the following reasons:

• our compensation committee’s retention of negative discretion with respect to our general bonus plan, our use of multiple performance objectives in that plan and our use of a single incentive compensation plan for our management team together minimize the risks that might be posed by the short-term variable component of our compensation program;

• our commission-based sales plan is designed to reward superior performance without encouraging inappropriate risk taking on the part of our sales personnel; and

• the long-term component of our compensation program, which to date has consisted of stock options, keeps our officers and employees appropriately focused on long-term entity-level growth through multi-year vesting schedules and by conveying value only if we succeed in growing our business in a way that results in appreciation of the value of our stock over time.

Components of Compensation

Our current executive compensation program consists of the following primary components:

• base salary;

• variable and other cash incentive awards linked to corporate objectives; and

• periodic grants of long-term equity-based awards.

Base Salary

We seek to provide each member of our senior management with a base salary that is appropriate for his roles and responsibilities and that provides him with a level of income stability. Historically, our board of directors has reviewed the base salaries of our executive officers annually, with significant input from our CEO, to determine whether any adjustment is warranted. In considering a base salary adjustment, our board of directors examined our company’s overall performance and the executive officer’s performance, individual contribution, changes in responsibilities and prior experience. As part of its review, our board of directors may also have taken into account the executive officer’s current salary and equity ownership and the amounts paid to other executive officers of our company. Our board of directors has relied upon its members’ experience with the compensation practices of other companies, compensation survey data available from outside sources and its members’ familiarity with the competitive market.

We made no changes to our named executive officers’ base salaries for 2011. Even though the named executive officers’ base salaries had not been increased in 2010, our board of directors believed the named executive officers’ then existing salary levels continued appropriately to promote the goals of retaining and incentivizing those officers. The base salaries paid to our named executive officers in 2011 are set forth in the “Summary Compensation Table” below.

Cash Incentive Awards

We utilize cash bonuses to incentivize our executive officers to achieve company performance goals on a quarterly (or monthly) basis. We establish target bonus amounts for variable cash incentive awards annually, following the end of the fiscal year, and we pay bonuses following the applicable performance period (i.e., the end of each month or fiscal quarter, as the case may be). Each executive officer’s target bonus amount is a pre-determined amount that is intended to provide a competitive and reasonable level of compensation if he achieves his performance targets. Performance targets consist of one or more company performance objectives

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established for our executive officers by our CEO, in consultation with our board of directors. In general, we use company performance targets to ensure that our executive compensation program aligns the interests of each of our named executive officers with those of our stockholders and that we provide our named executive officers incentives to maximize their efforts throughout the year and, in the case of monthly performance goals, to promote greater linearity in our revenue each quarter. Each fiscal year, we intend that the variable cash incentive awards compensate our named executive officers for their contribution to achieving quarterly financial goals derived from our company financial plan or quarterly forecasts. For executive officers whose responsibilities include sales functions, we may provide awards that are intended to compensate participating executives for the performance of sales functions for which they are responsible, measured with reference to those functions’ contributions to achieving monthly and quarterly bookings goals derived from our company financial plan or quarterly forecasts. We determine the actual bonus award for each named executive officer according to the overall level of achievement that our company attains relative to the quarterly (or monthly) performance objectives.

During 2011, the Infoblox Bonus Plan—FY 2011, or the bonus plan, was the primary method of compensating our named executive officers for achieving our company performance objectives. During that fiscal year, the cash incentive awards for one of our named executive officers, Mr. Smith, were made solely under a commission-based compensation plan for our sales personnel, or the commission plan. The commission plan called for commissions for product, support services and professional and training services bookings less holds, returns and other adjustments plus releases of outstanding holds and other adjustments. The terms of the bonus plan and the commission plan are described in further detail below. The cash incentive awards paid to our named executive officers during 2011, as determined in accordance with these plans, are set forth in the “Summary Compensation Table” below under the column captioned “Non-Equity Incentive Plan Compensation.”

Infoblox Bonus Plan—FY 2011. Messrs. Thomas, Canessa, Nye and Parekh were eligible for variable cash incentive awards under the bonus plan. We calculated all variable cash incentive awards under the bonus plan by multiplying an individual’s on-target bonus amount for the fiscal quarter by a percentage of the target opportunity determined with reference to the achievement of company performance objectives during that quarter.

For 2011, our board of directors set the annual on-target bonus amount for each executive officer participant under the bonus plan at a value that it believed would provide a competitive and reasonable level of compensation if the executive officer achieved his performance targets, based on its subjective judgment taking into account all available information, including our CEO’s recommendations, our board members’ experience with the compensation practices of other companies, compensation survey data available from outside sources and our board members’ familiarity with the competitive market. For 2011, the individual on-target bonus amounts for the non-CEO named executive officer participants under the bonus plan equaled 35% of their respective annual base salaries. We set Mr. Thomas’s on-target bonus amount at 71% of his annual base salary to provide him a competitive compensation package and because we believed that, as CEO, a higher percentage of his total on-target compensation should be based on company performance. The on-target bonus amounts under the bonus plan for our named executive officers for 2011 were as follows:

Executive Officer	On-Target Bonus Amount
Robert D. Thomas	$	200,000
Remo E. Canessa		84,000
Wendell Stephen Nye		84,000
Sohail M. Parekh		84,000

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Under the bonus plan, participants were eligible to receive up to four quarterly bonuses, each targeted at an amount equal to 25% of the participant’s total annual on-target bonus amount based on attainment of company performance objectives for the fiscal quarter. As explained below, the actual amount of any variable cash incentive award paid to a named executive officer in a quarter could be less than 100% of the applicable on-target bonus amount for that quarter, depending on the percentage of achievement of company objectives. The bonus plan provides that the amount of the actual bonus payment in a quarter cannot exceed the on-target bonus amount for that quarter.

Our board of directors approves a financial plan for our company for each fiscal year and, following the first fiscal quarter each fiscal year, this plan is effectively updated quarterly as management, in consultation with our board of directors, generates forecasts of performance to reflect performance trends and information at the time of adjustment. The quarterly goals for our bonus plan are proposed by our CEO and reviewed and approved quarterly by our board of directors. For 2011, bonuses were earned and paid quarterly based upon attainment of quarterly goals derived from our company financial plan and quarterly forecasts for revenue, cash flows generated and, for the cash incentive award for the second quarter, bookings. See “Historical Compensation Decision Process” above. Revenue was originally chosen as one of the corporate objectives under the bonus plan because we believed it to be the best indicator of financial success and growth and thus stockholder value creation for our company. We also believe that the additional focus on cash generation discourages inappropriate risk taking by our executive officers, as it encourages them to take a balanced approach that focuses on profitable cash flow generation. Bookings were chosen as a determining element for the second quarter and not the other quarters of 2011 to promote greater linearity in our revenue and cash flows. The revenue, cash flow and bookings goals were set at levels that were intended to reward our named executive officers for achieving results that met our expectations. We believe that, to provide for an appropriate incentive effect, the goals should be such that, to achieve 100% of the objective, the performance for the applicable period must be aligned with our company financial plan and quarterly forecasts and that our named executive officers should not be rewarded for company performance that did not approximate our company financial plan or quarterly forecasts. Accordingly, as discussed below, we would have paid our named executive officers nothing in a given quarter if the minimum achievement threshold level of each goal was not met.

With the exception of each executive officer’s cash incentive award for the second quarter, awards were payable at 25%, 50%, 75% or 100% of on-target bonus amounts, depending upon the extent to which the applicable company performance objectives were achieved. The cash incentive awards for the second quarter were payable only if all of the applicable company performance objectives were achieved at a level of at least 100%. If results for the threshold level of performance required for a payout equal to 25% of on-target bonus amounts (100% in the case of the cash incentive award for the second quarter) had not been met, the funding level for the cash incentive award for that quarter would have been 0%, and participants would have been paid no incentive compensation for that quarter. Additional payouts were funded at levels higher than 25% of the on-target bonus amount only if the level of performance required for the applicable payout was met or exceeded. The following table summarizes the foregoing discussion and presents the applicable company performance objectives and the relative payout at each level under our bonus plan (dollars in thousands):

	Performance Objectives
On-Target Bonus Amounts Percentage	Q1’FY11				Q2’FY11						Q3’FY11				Q4’FY11
	Revenue		Cash Flows		Revenue		Cash Flows		Bookings		Revenue		Cash Flows		Revenue		Cash Flows
100%	$	31,500	$	1,250	$	31,500	$	750	$	36,000	$	36,500	$	2,000	$	39,500	$	1,250
75%		31,500		750		N/A		N/A		N/A		36,000		1,000		39,000		1,000
50%		30,500		750		N/A		N/A		N/A		35,500		500		38,500		750
25%		—		750		N/A		N/A		N/A		—		500		38,000		500

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Revenue, cash flows and bookings were each calculated for purposes of our bonus plan in accordance with pre-established rules. Under the bonus plan, revenue represents our GAAP net revenue, cash flows represents our GAAP cash flows and bookings represent our product, support services and professional and training services bookings less holds, returns and other adjustments plus releases of outstanding holds and other adjustments.

Although our net revenue increased by 30.0% from 2010 to 2011 and our cash flows were relatively flat over the same period, we did not pay our cash incentive awards at the 100% level in each quarter. We paid participants 25%, 100%, 25% and 100% of their on-target cash incentive awards for the first, second, third and fourth quarters of 2011, respectively. A summary of the performance objectives for the applicable on-target bonus amount percentage and our actual results for 2011 is provided in the table below (in thousands):

Performance Objective	Q1’FY11				Q2’FY11				Q3’FY11				Q4’FY11
	25% Level		Actual		100% Level		Actual		25% Level		Actual		100% Level		Actual
Revenue	$	—	$	29,177	$	31,500	$	32,478	$	—	$	31,787	$	39,500	$	39,393
Cash Flow		750		1,741		750		6,774		500		2,390		1,250		3,912
Bookings		N/A		N/A		36,000		38,300		N/A		N/A		N/A		N/A

Commission Plan for Mark S. Smith. For 2011, we awarded variable cash incentive opportunities to our executive vice president, worldwide field operations, Mr. Smith, under the commission plan, which provided for monthly and quarterly commissions on attainment of the monthly and quarterly goals for product, support services and professional and training services bookings less holds, returns and other adjustments plus releases of outstanding holds and other adjustments, or adjusted bookings, with no maximum cap on the amount of bonus that could be earned. For 2011, the annual on-target bonus amount for Mr. Smith of $210,000 was established using the same approach that was used to establish the annual on-target bonus amounts for the other named executive officers, as described above. In addition, the monthly and quarterly goals under the commission plan were derived from our company financial plan for the first quarter goals and from quarterly forecasts generated by management, in consultation with our board of directors, for remaining quarterly goals. See “Historical Compensation Decision Process” above. Mr. Thomas, in consultation with the board of directors, chose the adjusted bookings measure for the commission plan because it directly relates to increases in our revenue and gross margins, and Mr. Smith, who is primarily responsible for our sales organization, could have direct influence over its achievement. For 2011, Mr. Smith was eligible to receive up to twelve monthly bonuses, each targeted at an amount equal to one-twelfth of Mr. Smith’s total annual on-target bonus of $210,000, based on attainment of the quarterly adjusted bookings goals. Actual monthly awards were payable at amounts equal to the on-target bonus amount for the month multiplied by a percentage, which may be less than or more than 100%, that is obtained by dividing the actual amount of adjusted bookings for the month by the adjusted bookings goal for that month. Under the commission plan, Mr. Smith was also eligible to receive an additional award for any quarter in which the actual amount of adjusted bookings for the quarter exceeded the related goal for the quarter equal to the product of the on-target bonus amount for the quarter multiplied by three times the number of whole and fractional percentage points representing achievement in excess of the goal for that quarter. A minimum achievement threshold requirement was not established under Mr. Smith’s commission plan, reflecting the fact that Mr. Smith had a greater percentage of his total compensation subject to company performance than the other named executive officers. Mr. Smith’s award opportunity was uncapped because we believed this feature motivated Mr. Smith to drive for superior results and the amounts realistically possible under his award did not create an incentive for Mr. Smith to take inappropriate risks. Beginning with the first quarter of 2011, each of Mr. Smith’s four quarterly adjusted bookings targets under the commission plan for 2011 were $33.75 million, $36.5 million, $40.5 million and $43.5 million. For 2011, Mr. Smith earned aggregate cash incentive award payments of $216,112 under the commission plan, reflecting achievement of 96.0%, 104.9%, 97.2% and 98.1% of the quarterly adjusted bookings goals for the four quarters of 2011, respectively.

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Long-Term Equity-Based Awards

We utilize stock options to ensure that our named executive officers have a continuing stake in our long-term success. Because we award our executive officers stock options with an exercise price equal to or greater than the fair market value of our common stock on the date of grant, the determination of which is discussed below, these options will have value to our named executive officers only if the market price of our common stock increases after the date of grant. Typically, our stock options are immediately exercisable and vest as to 25% of the shares of common stock subject to the option on the first anniversary of the vesting commencement date, with the remainder of the shares vesting monthly in equal installments over the next three years. Our board of directors believes that these features of the awards align the interests of our named executive officers with those of the stockholders because they create the incentive to build stockholder value over the long term. In addition, equity awards improve our ability to attract and retain our executives by providing compensation that is competitive with market levels.

We typically grant stock options to executive officers upon hiring or promotion, in connection with a significant change in responsibilities, to recognize extraordinary performance, or to achieve internal equity. At least annually, our board of directors reviews the equity ownership of our executive officers and considers whether to make additional awards. Typically, our board of directors determines to make equity awards upon the recommendation of our compensation committee. In making its determination, our board of directors takes into account, on a subjective basis, various factors. These factors include the responsibilities, past performance and anticipated future contributions of the executive officer, and the competitiveness of his overall compensation package, as well as his existing equity holdings, the extent to which these holdings are vested, the potential reward to him if the market value of our common stock appreciates, and the recommendations of our CEO. Frequently, our board of directors determines the amount of each award with reference to a specified percentage of equity ownership in our company that is deemed appropriate for the individual, based on the foregoing factors.

We grant stock options with an exercise price equal to or greater than the fair value of our stock on the applicable date of grant. During 2011, our board of directors determined the value of our common stock based on the methodologies and other relevant factors discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation.” Following the closing of this offering, we expect to determine fair value for purposes of stock option pricing based on the closing price of our common stock on the date of grant.

During 2011, our board of directors reviewed equity compensation for the named executive officers and, with input from our CEO, determined that it was appropriate to provide additional incentive for Messrs. Nye and Parekh to help us achieve our long-term growth objectives. Accordingly, in June 2011, our board of directors approved grants of options to purchase 200,000 shares of our common stock to each of Messrs. Nye and Parekh with an exercise price of $3.22 per share. Our board of directors determined the number of shares of our common stock underlying each stock option grant with reference to a specified percentage of equity ownership in our company based on its assessment of those individuals’ respective performances, equity ownership and level of vesting and the equity positions of our other named executive officers. Based on our board of directors’ determination that the March 2010 stock option grants to Messrs. Canessa, Smith and Thomas were providing them with sufficient incentive to help us achieve our long-term growth objectives, our board of directors did not grant awards of stock options to Messrs. Canessa, Smith and Thomas in 2011.

In the case of each of the stock option grants described above, the exercise price equaled 100% of the fair value on the date of grant in accordance with the terms of our 2003 Stock Plan. Typically, our stock options are immediately exercisable and vest as to 25% of the shares of common stock subject to the option on the first anniversary of the vesting commencement date, with the remainder of the shares vesting monthly in equal installments over the next three years. Each of these stock options has a ten-year term.

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In general, our stock option grants to date have been made to employees under our 2003 Stock Plan. We expect to adopt a new equity incentive plan, our 2012 Equity Incentive Plan. The 2012 Equity Incentive Plan will replace our 2003 Stock Plan and will afford greater flexibility in making a wide variety of equity awards, including stock options, shares of restricted stock and stock appreciation rights, to executive officers and our other employees. See “—Employee Benefit Plans” below for descriptions of our 2003 Stock Plan and 2012 Equity Incentive Plan.

Severance and Change of Control Arrangements

As the result of arms’-length negotiations in connection with the offer letters into which we entered with each named executive officer, we have agreed to provide them severance benefits if their employment is terminated by our company other than for cause or permanent disability (as such terms are defined in each officer’s offer letter). Upon the occurrence of such an event, the named executive officer would be entitled to continued payment of his base salary for 12 months in the case of Mr. Thomas and six months in the case of Messrs. Canessa, Nye, Parekh and Smith, and we would pay the same portion of the monthly benefits premium under COBRA as we pay for active employees for up to 12 months in the case of Mr. Thomas and six months in the case of the other named executives. In addition, upon the occurrence of such an event, all options held by Messrs. Thomas, Canessa, Smith, Nye and Parekh would vest as to an additional 12 months for Mr. Thomas and six months for the other named executive officers. The value of our severance arrangements for these named executive officers was not a material factor in the determination of the level of any other element of their compensation. In December 2011, to improve retention of our senior executive team, we entered into change in control severance agreements with our named executive officers. These agreements provide for greater cash severance payments and, in the case of Mr. Canessa and Mr. Smith, payments for COBRA premiums, in the event of a qualifying termination of employment within 12 months of a qualifying change of control of our company.

We have routinely granted and will continue to grant our named executive officers stock options under our equity incentive plans. All of the option agreements of our executive officers provide for acceleration of up to 24 months vesting of the awards in the event of a qualifying termination of employment within 12 months of a qualifying change of control of our company.

Details of each of our named executive officer’s termination benefits, including estimates of amounts payable in specified circumstances, are disclosed under “—Potential Payments upon Termination or Change-in-Control” below.

Other Executive Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as we provide them to our other eligible employees:

• health insurance;

• vacation, personal holidays and sick days;

• life insurance and supplemental life insurance;

• short-term and long-term disability insurance; and

• a 401(k) profit-sharing plan.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees. During 2011, we provided one named executive officer payment for spousal travel in connection with a business trip he attended to recognize sales personnel achievements. Although we typically do not provide perquisites to our executive officers, we may do so in the future if we believe they are for business-related purposes or are prevalent in the marketplace for executive

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talent. The value of the perquisites we provide are taxable to the named executive officers and the incremental cost to us for providing these perquisites will be reflected in the Summary Compensation Table, unless the aggregate amount of such costs is less than $10,000 for any named executive officer.

Other Compensation Practices and Policies

Stock Ownership Guidelines. We do not currently have equity securities ownership guidelines.

Tax Considerations. Section 162(m) of the Code disallows a tax deduction by any publicly-held corporation for individual compensation exceeding $1.0 million in any taxable year for its chief executive officer and each of our other named executive officers (other than its chief financial officer), unless compensation is performance-based. For 2011, our board of directors did not take the deductibility limit imposed by Section 162(m) into consideration in setting compensation. Our 2012 Equity Incentive Plan is structured so that performance-based equity compensation deemed paid to covered officers in connection with the exercise of stock option grants made under the plan will qualify as performance-based compensation that will not be subject to the $1.0 million limitation. Although our compensation committee generally seeks to structure compensation payable to covered officers to meet the deductibility requirements under Section 162(m), in order to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, our compensation committee has not adopted a policy that all compensation payable to covered officers must be deductible on our federal income tax returns. In addition, our compensation committee cannot ensure that compensation intended to qualify for deductibility under Section 162(m) will in fact be deductible because a number of requirements must be satisfied in order for the compensation to qualify, and uncertainties as to the application and interpretation surrounding this section currently exist.

Policy Regarding the Timing of Equity Awards. Because we are a privately-held company, there has been no market for our common stock. Accordingly, in 2011, we had no program, plan or practice pertaining to the timing of stock option grants to executive officers relative to the timing of the release of material nonpublic information. We do not, as of yet, have any plans to implement such a program, plan or practice after becoming a public company. However, we intend to implement policies to ensure that equity awards are granted at fair market value on the date that the grant occurs.

Policy Regarding Restatements. We do not have a formal policy regarding adjustment or recovery of awards or payments if the relevant performance measures upon which they were based are restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Under those circumstances, our board of directors or our compensation committee would evaluate whether adjustments or recoveries of awards were appropriate based upon the facts and circumstances surrounding the restatement.

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Executive Compensation Tables

The following table provides information regarding all plan and non-plan compensation awarded to, earned by or paid to our principal executive officer, our principal financial officer and our three other most highly compensated executive officers serving as such at July 31, 2011 for all services rendered in all capacities to us during 2011.

Summary Compensation Table

Name and Principal Position	Salary(1)		Option Awards(2)		Non-Equity Incentive Plan Com- pensation(3)		All Other Compen- sation	Total(4)
Robert D. Thomas
President and Chief Executive Officer	$	280,000		—	$	125,000	—	$	405,000
Remo E. Canessa
Chief Financial Officer		240,000		—		52,500	—		292,500
Wendell Stephen Nye
Executive Vice President, Product Strategy and Corporate Development		240,000	$	360,740		52,500	—		653,240
Sohail M. Parekh
Executive Vice President, Engineering		240,000		360,740		52,500	—		653,240
Mark S. Smith
Executive Vice President, Worldwide Field Operations		240,000		—		216,112	—		456,112

(1) Effective November 1, 2011, the annual base salaries of each of our named executive officers are: Mr. Thomas—$385,000, Mr. Canessa—$280,000, Mr. Nye—$260,000, Mr. Parekh—$260,000 and Mr. Smith—$300,000.

(2) The amounts in this column represent the aggregate grant date fair values of the stock options granted during 2011, computed in accordance with FASB Accounting Standards Codification Topic 718, as discussed in note 11 of our notes to consolidated financial statements. See the “Grants of Plan-Based Awards” table for further information on stock option grants made in 2011.

(3) The amounts in this column represent total performance-based bonuses earned for services rendered in 2011 under the bonus plan or, in the case of Mr. Smith, the commission plan. See the “Grants of Plan-Based Awards” table below for further information on awards made under these plans.

(4) The amounts in this column represent the sum of the compensation amounts reflected in the other columns of this table.

In September 2011, our board of directors set individual annual on-target bonus amounts for our CEO at 71% and for our non-CEO named executive officer participants under the Infoblox Bonus Plan—FY 2012 at 40% of their respective annual base salaries. Effective November 1, 2011, our CEO’s and Mr. Canessa’s annual on-target bonus amount under the Infoblox Bonus Plan—FY 2012 increased to 85% and 50%, respectively, of their respective annual base salaries. In addition, Mr. Smith’s annualized on-target bonus amount was raised from $210,000 for all of 2011 and the first quarter of 2012 to $300,000 for last three quarters of 2012, all of which is eligible to be earned under the Infoblox FY 2012 World Wide Sales Compensation Plan. The terms and operation of, and method of establishing performance goals under, the Infoblox Bonus Plan—FY 2012 and the Infoblox FY 2012 World Wide Sales Compensation Plan are identical to those described above for the bonus plan and the commission plan, respectively, except that the participants under the Infoblox Bonus Plan—FY 2012 will be eligible to earn up to 125% of their on-target bonus amount based on achievement in excess of the on-target company performance objectives established thereunder on a quarterly basis.

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Since July 31, 2011, bonuses and stock options have been awarded to our named executive officers. See the paragraph following the “Grants of Plan-Based Awards” table below.

The following table provides information with regard to potential cash bonuses paid or payable in 2011 under our performance-based, non-equity incentive plans, and with regard to each stock option granted to a named executive officer during 2011.

Grants of Plan-Based Awards

	Grant Date			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Number of Shares Underlying Option Awards(2)		Exercise Price of Option Awards(3)		Grant Date Fair Value of Option Awards(4)
Name				Threshold		Target		Maximum
Robert D. Thomas			(5)	$	12,500	$	50,000	$	50,000
			(6)		—		50,000		50,000
			(7)		12,500		50,000		50,000
			(8)		12,500		50,000		50,000
Remo E. Canessa			(5)		5,250		21,000		21,000
			(6)		—		21,000		21,000
			(7)		5,250		21,000		21,000
			(8)		5,250		21,000		21,000
Wendell Stephen Nye			(5)		5,250		21,000		21,000
			(6)		—		21,000		21,000
			(7)		5,250		21,000		21,000
			(8)		5,250		21,000		21,000
		6/2/2011									168,945	$	3.22	$	304,726
		6/2/2011									31,055		3.22		56,014
Sohail M. Parekh			(5)		5,250		21,000		21,000
			(6)		—		21,000		21,000
			(7)		5,250		21,000		21,000
			(8)		5,250		21,000		21,000
		6/2/2011									168,945		3.22		304,726
		6/2/2011									31,055		3.22		56,014
Mark S. Smith			(9)				210,000

(1) The actual payments made for 2011 under the bonus plan and the commission plan are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” above.

(2) These option awards are immediately exercisable and vest as to 25% of the shares of common stock subject to the option on the first anniversary of the vesting commencement date, with the remainder of the shares vesting monthly in equal installments over the next three years. All options were granted under our 2003 Stock Plan, which is described below under “—Employee Benefit Plans,” and contain provisions that call for accelerated vesting upon certain events following a termination and change of control event, as discussed above in “—Compensation Discussion and Analysis” and below in “—Potential Payments Upon Termination or Change-In-Control.”

(3) Represents the fair market value of a share of our common stock, as determined by our board of directors, on the option’s grant date. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Critical Accounting Policies—Stock-Based Compensation” above for a discussion of how we have valued our common stock.

(4) The amounts in this column represent the grant date fair value for stock option awards granted to our named executive officers as discussed in note 11 of our notes to consolidated financial statements.

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(5) These rows represent possible cash incentive awards for the first quarter of 2011 under the bonus plan upon our achievement of applicable revenue and cash flow goals. Possible awards were payable at 25%, 50%, 75% or 100% of on-target bonus amounts, depending upon the extent to which these goals were achieved. The minimum amount was payable only if the cash flow goal was achieved at a level of at least 60%, while the larger payouts corresponded generally to higher achievement relative to the revenue and cash flow goals (but in no case less than the level required to receive the minimum payout). See “—Compensation Discussion and Analysis—Infoblox Bonus Plan—FY2011” above for further discussion of these awards.

(6) These rows represent possible cash incentive awards for the second quarter of 2011 under the bonus plan upon our achievement of applicable revenue, cash flow and bookings goals. Possible awards were payable only if all of these goals were achieved at a level of at least 100%. See “—Compensation Discussion and Analysis—Infoblox Bonus Plan—FY2011” above for further discussion of these awards.

(7) These rows represent possible cash incentive awards for the third quarter of 2011 under the bonus plan upon our achievement of applicable revenue and cash flow goals. Possible awards were payable at 25%, 50%, 75% or 100% of on-target bonus amounts, depending upon the extent to which these goals were achieved. The minimum amount was payable only if the cash flow goal was achieved at a level of at least 25%, while the larger payouts corresponded generally to higher achievement relative to the revenue and cash flow goals (but in no case less than the level required to receive the minimum payout). See “—Compensation Discussion and Analysis—Infoblox Bonus Plan—FY2011” above for further discussion of these awards.

(8) These rows represent possible cash incentive awards for the fourth quarter of 2011 under the bonus plan upon our achievement of applicable revenue and cash flow goals. Possible awards were payable at 25%, 50%, 75% or 100% of on-target bonus amounts, depending upon the extent to which these goals were achieved. The minimum amount was payable only if the revenue and cash flow goals were achieved at a level of at least 96.2% and 40.0%, respectively, while the larger payouts generally corresponded to higher achievement relative to the revenue and cash flow goals. See “—Compensation Discussion and Analysis—Infoblox Bonus Plan—FY2011” above for further discussion of these awards.

(9) This row represents the possible quarterly cash incentive award for 2011 under the commission plan upon the achievement of monthly and quarterly product, support services and professional and training services bookings goals. Mr. Smith was eligible to receive up to twelve monthly payments, each targeted at an amount equal to one-twelfth of the on-target bonus amount. Under the commission plan, Mr. Smith was also eligible to receive an additional award for quarterly results achieved in excess of the quarterly goals. The commission plan did not contain any threshold or maximum value. Accordingly, no such values have been included in the table for this plan. See “—Compensation Discussion and Analysis—Commission Plan for Mark S. Smith” above for further discussion of these awards.

In September 2011, we granted options to purchase 800,000, 450,000, 200,000, 350,000 and 450,000 shares of our common stock to Messrs. Thomas, Canessa, Nye, Parekh and Smith, respectively, each at an exercise price of $3.04 per share. Each of these stock options vests as to 40% of the shares on the two-year anniversary of the date of grant, and as to 1/60 of the shares each month over the following three years. Each of these stock options is immediately exercisable in full; however, any unvested shares issued upon exercise will be subject to a right of repurchase by us upon termination of employment, which right lapses in accordance with the vesting schedule described above. In addition, the vesting of these awards will accelerate by up to an additional 12 months for Mr. Thomas and six months for the other named executive officers in the event their employment is terminated by us other than for cause or permanent disability (as such terms are defined in each officer’s offer letter). The vesting of these awards will also accelerate by 50% of the remaining unvested shares in the event of a qualifying termination of employment within 12 months of a change of control.

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Messrs. Thomas, Canessa, Nye and Parekh earned bonuses equal to $25,000, $10,500, $10,500 and $10,500, respectively, or 50% of their respective on-target bonus amounts, under the Infoblox Bonus Plan—FY 2012 for the first three months of 2012 as a result of having partially achieved the bonus target specified for the first three months of 2012. These bonuses were paid in November 2011. Mr. Smith earned sales commissions of $49,420 or approximately 94% of on-target bonus amounts during the first three months of 2012 under the Infoblox FY2012 World Wide Sales Compensation Plan based on obtaining bookings of approximately 94% of his quota for the first quarter of 2012.

The following table provides information regarding each unexercised stock option held by our named executive officers as of July 31, 2011.

Outstanding Equity Awards at July 31, 2011

	Number of Securities Underlying Unexercised Options(1)				Option Exercise Price(3)		Option Expiration Date
Name	Exercisable		Unexercisable(2)
Robert D. Thomas		1,200,000		—	$	0.56		12/14/2016
		743,474		1,486,951		1.51		2/29/2020
		22,074		44,151		1.51		2/29/2020
Remo E. Canessa		300,000		—		0.56		12/14/2016
		57,291		67,709		0.71		9/3/2019
		245,867		491,736		1.51		2/29/2020
		22,074		44,151		1.51		2/29/2020
Wendell Stephen Nye		366,128		667,647		1.51		2/29/2020
		23,454		42,771		1.51		2/29/2020
		—		168,945		3.22		6/1/2021
		—		31,055		3.22		6/1/2021
Sohail M. Parekh		923,862		19,657		0.83		9/19/2017
		117,970		2,511		0.83		9/19/2017
		64,553		76,292		0.71		9/3/2019
		27,112		32,043		0.71		9/3/2019
		—		168,945		3.22		6/1/2021
		—		31,055		3.22		6/1/2021
Mark S. Smith		221,429		—		0.56		12/14/2016
		178,571		—		0.56		12/14/2016
		57,291		67,709		0.71		9/3/2019
		245,867		491,736		1.51		2/29/2020
		22,074		44,151		1.51		2/29/2020

(1) All options vest as to 25% of the shares of common stock subject to the option on the first anniversary of the vesting commencement date, with the remainder of the shares vesting monthly in equal installments over the next three years.

(2) Each of these options was exercisable immediately upon grant, subject to our right to repurchase the unvested shares at the exercise price upon termination of the optionee’s employment. The heading “unexercisable” refers to unvested shares that we still have the right to repurchase upon termination of the optionee’s employment.

(3) Represents the fair market value of a share of our common stock, as determined by our board of directors, on the option’s grant date. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Critical Accounting Policies—Stock-Based Compensation” for a discussion of how we have valued our common stock.

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Since July 31, 2011, additional stock options have been awarded to our named executive officers. See “— Grants of Plan-Based Awards” above.

No shares were acquired pursuant to the exercise of options by our named executive officers during 2011.

Offer Letters and Arrangements

Robert D. Thomas

Effective November 1, 2011, Mr. Thomas’s annual base salary increased to $385,000 from $280,000, and his annualized on-target bonus under the Infoblox Bonus Plan—FY 2012 increased to $327,250 from $200,000. Mr. Thomas’s employment is at will and may be terminated at any time, with or without formal cause. As discussed in “—Potential Payments upon Termination or Change-in-Control” below, if we terminate Mr. Thomas under certain circumstances we have agreed to pay him cash severance, accelerate the vesting of his stock options and reimburse him for the same portion of the monthly benefits premium provided under COBRA as we pay for active employees for up to 12 months.

Remo E. Canessa

Effective November 1, 2011, Mr. Canessa’s annual base salary increased to $280,000 from $240,000, and his annualized on-target bonus under the Infoblox Bonus Plan—FY 2012 increased to $140,000 from $84,000. Mr. Canessa’s employment is at will and may be terminated at any time, with or without formal cause. As discussed in “—Potential Payments upon Termination or Change-in-Control” below, if we terminate Mr. Canessa under certain circumstances we have agreed to pay him cash severance, accelerate the vesting of his stock options and reimburse him for the same portion of the monthly benefits premium provided under COBRA as we pay for active employees for up to six months or, in the event of a qualifying termination of employment within 12 months of a qualifying change of control of our company, nine months.

Wendell Stephen Nye

Effective November 1, 2011, Mr. Nye’s annual base salary increased to $260,000 from $240,000, and his annualized on-target bonus under the Infoblox Bonus Plan—FY 2012 increased to $104,000 from $84,000. Mr. Nye’s employment is at will and may be terminated at any time, with or without formal cause. As discussed in “—Potential Payments upon Termination or Change-in-Control” below, if we terminate Mr. Nye under certain circumstances we have agreed to pay him cash severance, accelerate the vesting of his stock options and reimburse him for the same portion of the monthly benefits premium provided under COBRA as we pay for active employees for up to six months.

Sohail M. Parekh

Effective November 1, 2011, Mr. Parekh’s annual base salary increased to $260,000 from $240,000, and his annualized on-target bonus under the Infoblox Bonus Plan—FY 2012 increased to $104,000 from $84,000. Mr. Parekh’s employment is at will and may be terminated at any time, with or without formal cause. As discussed in “—Potential Payments upon Termination or Change-in-Control” below, if we terminate Mr. Parekh under certain circumstances we have agreed to pay him cash severance, accelerate the vesting of his stock options and reimburse him for the same portion of the monthly benefits premium provided under COBRA as we pay for active employees for up to six months.

Mark S. Smith

Effective November 1, 2011, Mr. Smith’s annual base salary increased to $300,000 from $240,000, and his annualized on-target bonus under the Infoblox FY 2012 World Wide Sales Commission Plan increased to $300,000 from $210,000. Mr. Smith’s employment is at will and may be terminated at any time, with or without formal cause. As discussed in “—Potential Payments upon Termination or Change-in-Control” below, if we

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terminate Mr. Smith under certain circumstances we have agreed to pay him cash severance, accelerate the vesting of his stock options and reimburse him for the same portion of the monthly benefits premium provided under COBRA as we pay for active employees for up to six months or, in the event of a qualifying termination of employment within 12 months of a qualifying change of control of our company, nine months.

Potential Payments Upon Termination or Change-In-Control

Change in Control Severance Agreements

In November 2011 we entered into change in control severance agreements with our named executive officers. Pursuant to the terms of such agreements, if an officer is terminated for any reason other than cause within 12 months after a change in control or the officer voluntarily resigns for good reason within 12 months following a change in control, such officer would be entitled to receive severance benefits. Upon the occurrence of such an event, we have agreed to pay to such officer his base salary and target bonus for 12 months in the case of Mr. Thomas, nine months in the case of Messrs. Canessa and Smith and six months in the case of Messrs. Nye and Parekh, and we would pay the same portion of the monthly benefits premium under COBRA as we pay for active employees for up to 12 months in the case of Mr. Thomas, nine months in the case of Messrs. Canessa and Smith and six months in the case of Messrs. Nye and Parekh.

Offer Letters

We have entered into offer letter agreements with each of our named executive officers whereby we have agreed, if we terminate an officer’s employment other than for “cause” or “permanent disability” (as such terms are defined in each officer’s offer letter), all of his options would vest as to an additional 12 months in the case of Mr. Thomas and six months in the case of the other named executive officers or in the case of a qualifying change in control, as to an additional 24 months for each officer. In addition, in such event (other than a qualifying termination under the officer’s change in control severance agreement), the officer would be entitled to continued payment of his then-current base salary, for 12 months in the case of Mr. Thomas and six months in the case of the other named executive officers, and we would pay the same portion of the monthly benefits premium under COBRA as we pay for active employees for up to 12 months in the case of Mr. Thomas and six months in the case of the other named executive officers.

The tables below illustrate the potential payments and benefits payable to each named executive officer pursuant to the terms and conditions of his offer letter and change in control severance agreement, assuming a qualifying termination as of July 31, 2011. COBRA premiums are based on each executive officer’s elected level of healthcare coverage. Accelerated stock option payment values are based upon the value of a share of our common stock as of July 31, 2011, which we assumed to be the midpoint of the price range set forth on the cover page of this prospectus, minus the exercise price.

Robert D. Thomas

	Arrangements At Fiscal Year End				Modified Arrangements(1)
	No Change in Control		Change in Control		Change in Control
Benefit	Termination without Cause or Permanent Disability		Termination without Cause or Resignation for Good Reason		Termination without Cause or Resignation for Good Reason
Severance	$	280,000	$	280,000	$	280,000
COBRA premiums		20,368		20,368		20,368
Vesting acceleration
Target bonus		—		—		200,000
Total	$		$		$

(1) Mr. Thomas would have been entitled to receive the amounts set forth in this column, rather than those set forth the column to the immediate left, had our change in control severance agreement with him been in effect as of July 31, 2011.

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Remo E. Canessa

	Arrangements At Fiscal Year End				Modified Arrangements(1)
	No Change in Control		Change in Control		Change in Control
Benefit	Termination without Cause or Permanent Disability		Termination without Cause or Resignation for Good Reason		Termination without Cause or Resignation for Good Reason
Severance	$	120,000	$	120,000	$	180,000
COBRA premiums		10,184		10,184		15,276
Vesting acceleration
Target bonus		—		—		63,000
Total	$		$		$

(1) Mr. Canessa would have been entitled to receive the amounts set forth in this column, rather than those set forth in the column to the immediate left, had our change in control severance agreement with him been in effect as of July 31, 2011.

Wendell Stephen Nye

	Arrangements At Fiscal Year End				Modified Arrangements(1)
	No Change in Control		Change in Control		Change in Control
Benefit	Termination without Cause or Permanent Disability		Termination without Cause or Resignation for Good Reason		Termination without Cause or Resignation for Good Reason
Severance	$	120,000	$	120,000	$	120,000
COBRA premiums		10,184		10,184		10,184
Vesting acceleration
Target bonus		—		—		42,000
Total	$		$		$

(1) Mr. Nye would have been entitled to receive the amounts set forth in this column, rather than those set forth in the column to the immediate left, had our change in control severance agreement with him been in effect as of July 31, 2011.

Sohail M. Parekh

	Arrangements At Fiscal Year End				Modified Arrangements(1)
	No Change in Control		Change in Control		Change in Control
Benefit	Termination without Cause or Permanent Disability		Termination without Cause or Resignation for Good Reason		Termination without Cause or Resignation for Good Reason
Severance	$	120,000	$	120,000	$	120,000
COBRA premiums		10,184		10,184		10,184
Vesting acceleration
Target bonus		—		—		42,000
Total	$		$		$

(1) Mr. Parekh would have been entitled to receive the amounts set forth in this column, rather than those set forth in the column to the immediate left, had our change in control severance agreement with him been in effect as of July 31, 2011.

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Mark S. Smith

	Arrangements At Fiscal Year End				Modified Arrangements(1)
	No Change in Control		Change in Control		Change in Control
Benefit	Termination without Cause or Permanent Disability		Termination without Cause or Resignation for Good Reason		Termination without Cause or Resignation for Good Reason
Severance	$	120,000	$	120,000	$	180,000
COBRA premiums		6,000		6,000		9,000
Vesting acceleration
Target bonus		—		—		157,500
Total	$		$		$

(1) Mr. Smith would have been entitled to receive the amounts set forth in this column, rather than those set forth in the column to the immediate left, had our change in control severance agreement with him been in effect as of July 31, 2011.

Employee Benefit Plans

2003 Stock Plan

Our board of directors adopted our 2003 Stock Plan in March 2003. Our 2003 Stock Plan was subsequently approved by our stockholders in April 2003. The 2003 Stock Plan provides for the grant of both incentive stock options, which qualify for favorable tax treatment to their recipients under Section 422 of the Code, and nonstatutory stock options, as well as for the issuance of shares of restricted stock. We may grant incentive stock options only to our employees. We may grant nonstatutory stock options to our employees, directors and consultants. The exercise price of each incentive stock option must be at least equal to the fair market value of our common stock on the date of grant and the exercise of each nonqualified stock option must be at least equal to 85% of the fair market value of our common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of the fair market value of our common stock on the date of grant. The maximum permitted term of options granted under our 2003 Stock Plan is ten years. In the event of a “change in control,” as defined in the 2003 Stock Plan, the 2003 Stock Plan provides that, unless the applicable option agreement provides otherwise, options held by current employees, directors and consultants will vest in full if they are not assumed or substituted.

As of October 31, 2011, we had reserved 60,101,011 shares of our common stock for issuance under our 2003 Stock Plan. As of October 31, 2011, options to purchase 30,440,035 of these shares had been exercised (of which 2,838,532 shares have been repurchased and returned to the pool of shares reserved for issuance under the 2003 Stock Plan), options to purchase 31,975,677 of these shares remained outstanding and 523,831 of these shares remained available for future grant. The options outstanding as of October 31, 2011 had a weighted-average exercise price of $1.73. Our 2012 Equity Incentive Plan will be effective upon the date of this prospectus. As a result, we will not grant any additional options under the 2003 Stock Plan following that date and the 2003 Stock Plan will terminate at that time. However, any outstanding options granted under the 2003 Stock Plan will remain outstanding, subject to the terms of our 2003 Stock Plan and stock option agreements, until such outstanding options are exercised or until they terminate or expire by their terms. Options granted under the 2003 Stock Plan have terms similar to those described below with respect to options granted under our 2012 Equity Incentive Plan, except that                    .

2005 Stock Plan and 2000 Stock Plan

Our board of directors and stockholders approved our 2005 Stock Plan in April 2010. The 2005 Stock Plan was used to assume all of the outstanding options of Netcordia at the time we acquired Netcordia in May 2010. The terms of this plan are similar to those of the 2003 Stock Plan. As of October 31, 2011, options to purchase

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676,621 shares of our common stock under the 2005 Stock Plan had been exercised, options to purchase 778,260 of these shares, with a weighted-average exercise price of $0.21, remained outstanding and there were 95,944 shares available for future grant. We will not grant any additional options under the 2005 Stock Plan after the effectiveness of our 2012 Equity Incentive Plan and the 2005 Stock Plan will terminate at that time.

Our original stock plan, the 2000 Stock Plan, has terminated and almost all options granted under that plan have been exercised or have expired. At October 31, 2011, options to purchase 3,978 shares of our common stock under the 2000 Stock Plan remained outstanding with a weighted-average exercise price of $82.20.

2012 Equity Incentive Plan

We anticipate that we will adopt a 2012 Equity Incentive Plan that will become effective on the date of this prospectus and will serve as the successor to our earlier stock plans. We anticipate that we will reserve shares of our common stock to be issued under our 2012 Equity Incentive Plan. We anticipate that shares not issued, or subject to outstanding grants, under our 2003 Stock Plan on the date of this prospectus, and any shares issued under the our 2003 Stock Plan that are forfeited or repurchased by us or that are issuable upon the exercise of options that expire or become unexercisable for any reason without having been exercised in full, will be available for grant and issuance under our 2012 Equity Incentive Plan. In addition, we also anticipate that the number of shares reserved for issuance under our 2012 Equity Incentive Plan will increase automatically on the first day of January of each of 2013 through 2016 by the number of shares equal to 4% of the total outstanding shares of our common stock as of the immediately preceding December 31st. However, our board of directors or compensation committee may reduce the amount of the increase in any particular year. In addition, the following shares will again be available for grant and issuance under our 2012 Equity Incentive Plan:

• shares subject to options or stock appreciation rights granted under our 2012 Equity Incentive Plan that cease to be subject to the option or stock appreciation right for any reason other than exercise of the option;

• shares subject to awards granted under our 2012 Equity Incentive Plan that are subsequently forfeited or repurchased by us at the original issue price;

• shares subject to awards granted under our 2012 Equity Incentive Plan that otherwise terminate without shares being issued; and

• shares subject to awards granted under our 2012 Equity Incentive Plan that otherwise terminate without shares being issued.

We anticipate that our 2012 Equity Incentive Plan will terminate ten years from the date our board of directors approves the plan, unless it is terminated earlier by our board of directors. Our 2012 Equity Incentive Plan will authorize the award of stock options, restricted stock awards, stock appreciation rights, restricted stock units, performance awards and stock bonuses. No person will be eligible to receive more than                  shares in any calendar year under our 2012 Equity Incentive Plan other than a new employee of ours, who will be eligible to receive no more than                 shares under the plan in the calendar year in which the employee commences employment.

Our 2012 Equity Incentive Plan will be administered by our compensation committee, all of the members of which are non-employee directors under applicable federal securities laws and outside directors as defined under applicable federal tax laws, or by our board of directors acting in place of our compensation committee. The compensation committee will have the authority to construe and interpret our 2012 Equity Incentive Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan.

We anticipate that our 2012 Equity Incentive Plan will provide for the grant of incentive stock options that qualify under Section 422 of the Code only to our employees. No more than                 shares may be issued under the 2012 Equity Incentive Plan as incentive stock options. All awards other than incentive stock options

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may be granted to our employees, directors, consultants, independent contractors and advisors, provided the consultants, independent contractors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of that value.

Our compensation committee may provide for options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. In general, options will vest over a four-year period. The maximum term of options granted under our 2012 Equity Incentive Plan will be ten years, except that incentive stock options granted to 10% stockholders will have a maximum term of five years.

A restricted stock award is an offer by us to sell shares of our common stock subject to restrictions. The price (if any) of a restricted stock award will be determined by the compensation committee. Unless otherwise determined by the compensation committee at the time of award, vesting will cease on the date the participant no longer provides services to us and unvested shares will be forfeited to us.

Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price up to a maximum amount of cash or number of shares. Stock appreciation rights may vest based on time or achievement of performance conditions.

Restricted stock units represent the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of that right because of termination of employment or failure to achieve certain performance conditions. If a restricted stock unit has not been forfeited, then on the date specified in the restricted stock unit agreement, we will deliver to the holder of the restricted stock unit whole shares of our common stock (which may be subject to additional restrictions), cash or a combination of our common stock and cash.

Performance shares are performance awards that cover a number of shares of our common stock that may be settled upon achievement of the pre-established performance conditions in cash or by issuance of the underlying shares. These awards are subject to forfeiture prior to settlement because of termination of employment or failure to achieve the performance conditions.

Stock bonuses may be granted as additional compensation for service and/ or performance, and therefore, not be issued in exchange for cash.

Awards granted under our 2012 Equity Incentive Plan may not be transferred in any manner other than by will or by the laws of descent and distribution or as determined by our compensation committee. Unless otherwise restricted by our compensation committee, awards that are nonstatutory stock options may be exercised during the lifetime of the optionee only by the optionee, the optionee’s guardian or legal representative, or a family member of the optionee who has acquired the option by a permitted transfer. Awards that are incentive stock options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative. Options granted under our 2012 Equity Incentive Plan generally may be exercised for a period of three months after the termination of the optionee’s service to us, or for a period of 12 months in cases of death or disability. Options will generally terminate immediately upon termination of employment for cause.

If we are dissolved or liquidated or have a change in control transaction, outstanding awards, including any vesting provisions, may be assumed or substituted by the successor company. Outstanding awards that are not assumed or substituted will expire upon the dissolution, liquidation or closing of a change in control transaction. Unless the applicable option agreement provides otherwise, options held by current employees, directors and consultants will vest in full if they are not assumed or substituted.

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2012 Employee Stock Purchase Plan

We anticipate that we will adopt a 2012 Employee Stock Purchase Plan that will become effective on the date of this prospectus, which will be a plan designed to enable eligible employees to purchase shares of our common stock periodically at a discount following the date of this prospectus. Purchases will be accomplished through participation in discrete offering periods. Our 2012 Employee Stock Purchase Plan will be intended to qualify as an employee stock purchase plan under Section 423 of the Code. We anticipate we will initially reserve shares of our common stock for issuance under our 2012 Employee Stock Purchase Plan. We anticipate that the number of shares reserved for issuance under our 2012 Employee Stock Purchase Plan will increase automatically on the first day of January of each of 2013 through 2019 by the number of shares equal to 1% of the total outstanding shares of our common stock as of the immediately preceding December 31st (rounded to the nearest whole share). However, our board of directors or compensation committee may reduce the amount of the increase in any particular year. We anticipate that no more than                shares of our common stock may be issued under our 2012 Employee Stock Purchase Plan, and no other shares may be added to this plan without the approval of our stockholders.

Our compensation committee will administer our 2012 Employee Stock Purchase Plan. Our employees will generally be eligible to participate in our 2012 Employee Stock Purchase Plan if they are employed by us for at least 20 hours per week and more than five months in a calendar year. Employees who are 5% stockholders, or would become 5% stockholders as a result of their participation in our 2012 Employee Stock Purchase Plan, are ineligible to participate in our 2012 Employee Stock Purchase Plan. We may impose additional restrictions on eligibility. Under our 2012 Employee Stock Purchase Plan, eligible employees will be able to acquire shares of our common stock by accumulating funds through payroll deductions. Our eligible employees will be able to select a rate of payroll deduction between 1% and 15% of their cash compensation. We will also have the right to amend or terminate our 2012 Employee Stock Purchase Plan, except that, subject to certain exceptions, no such action may adversely affect any outstanding rights to purchase stock under the plan. Our 2012 Employee Stock Purchase Plan will terminate on the tenth anniversary of the last day of the first offering period, unless it is terminated earlier by our board of directors.

When an initial offering period commences, our employees who meet the eligibility requirements for participation in that offering period will automatically be granted a nontransferable option to purchase shares in that offering period. For subsequent offering periods, new participants will be required to enroll in a timely manner. Once an employee is enrolled, participation will be automatic in subsequent offering periods. Each offering period will run for no more than 24 months and consist of no more than 5 purchase periods. An employee’s participation automatically ends upon termination of employment for any reason.

Except for the first offering period, each offering period will be for twenty-four months (commencing each                  and                  on and after                     , 2012) and will consist of one six-month purchase period (                 to or                  to                 ). The first offering period and purchase period will begin upon the effective date of this offering and will end on                 .

No participant will have the right to purchase our shares in an amount, when aggregated with purchase rights under all our employee stock purchase plans that are also in effect in the same calendar year(s), that has a fair market value of more than $25,000, determined as of the first day of the applicable offering period, for each calendar year in which that right is outstanding. The purchase price for shares of our common stock purchased under our 2012 Employee Stock Purchase Plan will be 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period.

If we experience a change in control transaction, each outstanding right to purchase shares under our 2012 Employee Stock Purchase Plan may be assumed or an equivalent option substituted by our successor corporation. In the event that our successor corporation refuses to assume or substitute the outstanding purchase

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rights, any offering periods that commenced prior to the closing of the proposed change in control transaction will be shortened and terminated on a new purchase date. The new purchase date will occur prior to the closing of the proposed change in control transaction and our 2012 Employee Stock Purchase Plan will then terminate on the closing of the proposed change in control.

401(k) Plan

We sponsor a retirement plan intended to qualify for favorable tax treatment under Section 401(a) of the Code, containing a cash or deferred feature that is intended to meet the requirements of Section 401(k) of the Code. Employees who have attained at least 21 years of age are generally eligible to participate in the plan on the first day of the calendar month following the employees’ date of hire. Participants may make pre-tax contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit on pre-tax contributions under the Code. Participants who are 50 years of age or older may contribute additional amounts based on the statutory limits for catch-up contributions. Pre-tax contributions by participants that we make to the plan and the income earned on those contributions are generally not taxable to participants until withdrawn. Employer contributions that we make to the plan are generally deductible when made. Participant contributions are held in trust as required by law. No minimum benefit is provided under the plan. An employee’s interest in his or her pre-tax deferrals is 100% vested when contributed. Although the plan provides for a discretionary employer matching contribution, to date we have not made such a contribution on behalf of employees. However, we anticipate making a discretionary matching contribution for the 2012 plan year.

Limitation of Liability and Indemnification of Directors and Officers

Our restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except for liability:

• for any breach of their duty of loyalty to our company or our stockholders;

• for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• for any transaction from which they derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

Our restated bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust or other enterprise. Our restated bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our restated bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

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Prior to the closing of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements may require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements may also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement provides for indemnification by the underwriters of us and our officers, directors and employees for certain liabilities arising under the Securities Act or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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TRANSACTIONS WITH RELATED PARTIES, FOUNDERS AND CONTROL PERSONS

In addition to the compensation arrangements, including employment, termination of employment and change of control arrangements and indemnification arrangements, discussed, when required, above in the sections entitled “Management” and “Executive Compensation,” the registration rights described below under “Description of Capital Stock—Registration Rights,” and the voting rights in our fourth amended and restated voting agreement described above under “Management—Board of Directors Composition,” the following is a description of each transaction since August 1, 2008 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amount involved exceeded or exceeds $120,000; and

• any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest.

In May 2010, we acquired all of the outstanding capital stock of Netcordia. In connection with that acquisition, we issued preferred stock, common stock and warrants to purchase preferred stock and common stock and we assumed outstanding options to purchase common stock. Three entities associated with Trinity Ventures, which currently holds more than 5% of our capital stock, received 5,359,521 shares of our Series F-2 preferred stock in exchange for its shares of Netcordia Series B preferred stock and 1,288,726 shares of our Series F-3 preferred stock in exchange for its shares of Netcordia Series B-1 preferred stock. These shares had an aggregate value of approximately $15.4 million. Each share of our Series F-2 and Series F-3 preferred stock will convert automatically into one share of our common stock upon the closing of this offering.

In April 2011, Mark S. Smith, our Executive Vice President, Worldwide Field Operations, married one of our long-tenured employees. She has remained our employee since her marriage. During 2011, she received aggregate cash compensation of $161,510. In addition, her current annual base salary is $150,000 and her on-target bonus under the Infoblox Bonus Plan—FY 2012 is $22,500. She has not been granted stock options or other equity awards since 2010.

Review, Approval or Ratification of Transactions With Related Parties

Our policy and the charters of our audit committee and our nominating and governance committee, to be effective upon the closing of this offering, require that any transaction with a related party that must be reported under applicable rules of the SEC (other than compensation-related matters) must be reviewed and approved or ratified by the audit committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by the nominating and governance committee. These committees have not adopted policies or procedures for review of, or standards for approval of, related party transactions but intend to do so in the future.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information with respect to the beneficial ownership of our common stock as of October 31, 2011, after giving effect to the appointment of Fred M. Gerson to our board of directors, effective as of December 1, 2011, and as adjusted to reflect the sale of common stock in this offering assuming no exercise of the underwriters’ option to purchase additional shares, by:

• each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

• each of our directors;

• each of our named executive officers;

• all of our directors and executive officers as a group; and

• each selling stockholder.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have deemed shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of October 31, 2011 to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock before this offering on 114,040,698 shares of our common stock outstanding on October 31, 2011, which includes 80,524,193 shares of common stock resulting from the automatic conversion of all outstanding shares of our preferred stock upon the closing of this offering, as if this conversion had occurred as of October 31, 2011. Percentage ownership of our common stock after this offering also assumes our sale of              shares of common stock in this offering. Unless otherwise indicated, the address of each of the individuals and entities named below that owns 5% or more of our common stock is c/o Infoblox Inc., 4750 Patrick Henry Drive, Santa Clara, California 95054.

	Shares Beneficially Owned Prior to This Offering					Number of Shares Being Offered in this Offering	Shares Beneficially Owned After This Offering
Name of Beneficial Owner	Shares		Percentage				Shares		%
Sequoia Capital(1)		33,018,343		28.9	%					%
Michael L. Goguen
Tenaya Capital(2)		9,530,326		8.4
Thomas E. Banahan
Duchossois Technology Partners, L.L.C.(3)		8,851,775		7.8
Daniel J. Phelps
Robert D. Thomas(4)		8,951,650		7.6
Trinity Ventures(5)		7,181,125		6.3
Remo E. Canessa(6)		2,822,578		2.4
Mark S. Smith(7)		2,636,993		2.3
Stuart M. Bailey(8)		1,825,425		1.6
Sohail M. Parekh(9)		1,814,000		1.6
Wendell Stephen Nye(10)		1,500,000		1.3
Angel Food Partners(11)		970,202		*						*
Thomas E. Mendoza
Frank J. Marshall(12)		197,569		*						*
Fred M. Gerson(13)		—		—				—
All officers and directors as a group (11 persons)		72,118,861		57.4	%						%

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* Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

(1) Represents 20,625,907 shares held by Sequoia Capital X, 5,402,533 shares held by Sequoia Capital Franchise Fund, 2,970,904 shares held by Sequoia Technology Partners X, 1,839,010 shares held by Sequoia Capital X Principals Fund, 1,385,549 shares held by Sequoia Capital IX, 736,709 shares held by Sequoia Capital Franchise Partners and 57,731 shares held by Sequoia Capital Entrepreneurs Annex Fund. SCFF Management, LLC is the sole general partner of Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners. SC IX.I Management, LLC is the sole general partner of Sequoia Capital IX and Sequoia Capital Entrepreneurs Annex Fund. SC X Management, LLC is the sole general partner of Sequoia Capital X, Sequoia Technology Partners X and Sequoia Capital X Principals Fund. Michael L. Goguen, one of our directors, is a managing member of SCFF Management, LLC and SC IX.I Management, LLC. Thus, Mr. Goguen may be deemed to have shared voting and investment power over the shares held by Sequoia Capital Franchise Fund, Sequoia Capital IX, Sequoia Capital Franchise Partners and Sequoia Capital Entrepreneurs Annex Fund, as applicable. The address for Mr. Goguen and each of these entities is 3000 Sand Hill Road, Building 4, Suite 250, Menlo Park, California 94025.

(2) Represents 3,430,538 shares held by Tenaya Capital IV-P, L.P., 3,291,931 shares held by Tenaya Capital IV-C, L.P. and 2,807,857 shares held by Tenaya Capital IV, LP. The general partner of Tenaya Capital IV-C, L.P. and Tenaya Capital IV-P, L.P is Tenaya Capital IV GP, LP, whose general partner is Tenaya Capital IV, GP, LLC. The general partner of Tenaya Capital IV, LP is Tenaya Capital IV Annex GP, LLC. Thomas E. Banahan, one of our directors, Ben Boyer, Stewart Gollmer, Brian Melton and Brian Paul are the managing members of Tenaya Capital IV Annex GP, LLC. and Tenaya Capital IV, GP, LLC and share voting and dispositive power over the shares held by such funds. The address for Mr. Banahan and each of these entities is 2965 Woodside Road, Suite A, Woodside, California 94062.

(3) Mr. Phelps, one of our directors, is a general managing member of Duchossois Technology Partners. Thus, Mr. Phelps may be deemed to have shared voting and investment power over the shares held by Duchossois Technology Partners. The address for Mr. Phelps and Duchossois Technology Partners is 845 Larch Avenue, Elmhurst, Illinois 60126-1196.

(4) Includes 4,296,650 shares subject to options held by Mr. Thomas that are exercisable within 60 days of October 31, 2011, of which 2,091,867 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Thomas’ cessation of service prior to vesting.

(5) Represents 6,582,015 shares and 391,232 shares issuable upon the exercise of warrants exercisable within 60 days of October 31, 2011 held by Trinity Ventures IX, L.P.; 110,200 shares and 6,649 shares issuable upon the exercise of warrants exercisable within 60 days of October 31, 2011 held by Trinity IX Entrepreneurs’ Fund, L.P., and 85,952 shares and 5,077 shares issuable upon the exercise of warrants exercisable within 60 days of October 31, 2011 held by Trinity IX Side-By-Side Fund, L.P. Trinity TVL IX, LLC is the general partner of Trinity Ventures IX, L.P., Trinity IX Entrepreneurs’ Fund, L.P. and Trinity IX Side-By-Side Fund, L.P. Noel J. Fenton, Kathleen A. Murphy, Patricia E. Nakache, Lawrence K. Orr, Augustus O. Tai, and Fred Wang are the managing members of Trinity TVL IX LLC and may be deemed to have shared voting and investment control with respect to these shares. The address of Trinity Ventures is 3000 Sand Hill Road, Building 4, Suite 160, Menlo Park, California 94025.

(6) Represents 978,750 shares held by Mr. Canessa, 82,500 shares held by each of John and Lindsey Canessa, his minor children, and 1,678,828 shares subject to options held by Mr. Canessa that are exercisable within 60 days of October 31, 2011, of which 956,843 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Canessa’s cessation of service prior to vesting.

(7) Represents 770,665 shares held by Mr. Smith, 30,000 shares held by Jennifer Jasper Smith, Mr. Smith’s wife, 1,778,828 shares subject to options held by Mr. Smith that are exercisable within 60 days of October 31, 2011, of which 956,843 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Smith’s cessation of service prior to vesting and 57,500 shares subject to options held by Mrs. Smith that are exercisable within 60 days of October 31, 2011, of which 6,719 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mrs. Smith’s cessation of service prior to vesting.

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(8) Represents 1,317,312 shares held by Mr. Bailey and 508,113 shares subject to options held by Mr. Bailey that are exercisable within 60 days of October 31, 2011, of which 193,750 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Bailey’s cessation of service prior to vesting.

(9) Represent shares subject to options that are exercisable within 60 days of October 31, 2011, 637,501 of which are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Parekh’s cessation of service prior to vesting

(10) Represent shares subject to options that are exercisable within 60 days of October 31, 2011, of which 995,835 are unvested and early exercisable and would be subject to a right of repurchase in our favor upon Mr. Nye’s cessation of service prior to vesting.

(11) Mr. Mendoza, one of our directors, serves as an officer of Angel Food Partners, and together with his wife, holds a controlling interest in this entity.

(12) Represents 38,298 shares held by the Frank and Judith Marshall Living Trust and 159,271 shares held by Big Basin Partners LP. Mr. Marshall is a trustee of the Frank and Judith Marshall Living Trust, and a general partner of Big Basin Partners LP.

(13) Mr. Gerson was appointed to our board of directors, effective as of December 1, 2011. On December 14, 2011, he was granted options to purchase 200,000 shares, all of which are unvested and early exercisable and, if exercised, would be subject to a right of repurchase in our favor upon Mr. Gerson’s cessation of service prior to vesting.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes the most important terms of our capital stock, as they will be in effect upon the closing of this offering. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our restated certificate of incorporation, restated bylaws, and investors’ rights agreement, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law. Immediately following the closing of this offering, our authorized capital stock will consist of                  shares of common stock, $0.0001 par value per share, and                  shares of undesignated preferred stock, $0.0001 par value per share.

Assuming the conversion of all outstanding shares of our preferred stock into shares of our common stock, which will occur upon the closing of this offering, as of October 31, 2011, there were 114,040,698 shares of our common stock outstanding, held by 415 stockholders of record, and no shares of our preferred stock outstanding. Our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See “Dividend Policy” above.

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our restated certificate of incorporation. Our restated certificate of incorporation establishes a classified board of directors, to be divided into three classes with staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of our stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Fully Paid and Non-Assessable

All of the outstanding shares of our common stock are, and the shares of our common stock to be issued pursuant to this offering will be, fully paid and non-assessable.

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Preferred Stock

Following this offering, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Options

As of October 31, 2011, we had outstanding options to purchase an aggregate of 32,757,915 shares of our common stock, with a weighted-average exercise price of $1.70, pursuant to our 2000 Stock Plan, 2003 Stock Plan and 2005 Stock Plan.

Warrants

As of October 31, 2011, we had outstanding the following warrants to purchase shares of our capital stock. These warrants were issued in May 2010 to warrantholders of Netcordia in connection with our acquisition of Netcordia.

Type of Capital Stock	Total Number  of Shares Subject to Warrants		Exercise Price Per Share		Expiration Dates
Common stock		1,009,471	$	0.02		May – July 2018
Series F-1 preferred stock		26,893		1.07		May 22, 2013
Series F-2 preferred stock		39,526		1.61		June 25, 2014
Series F-3 preferred stock		103,098		1.55		July 30, 2018

Immediately following the closing of this offering, the warrants to purchase shares of our Series F-1, Series F-2 and Series F-3 preferred stock will convert automatically into warrants to purchase a like number of shares of our common stock. The exercise prices of these warrants may be paid either in cash or by surrendering the right to receive shares of our common stock having a value equal to the exercise price.

Registration Rights

Pursuant to the terms of our third amended and restated investors’ rights agreement, immediately following this offering, the holders of approximately 80,524,193 shares of our common stock will be entitled to rights with respect to the registration of these shares under the Securities Act, as described below.

Demand Registration Rights

At any time after May 1, 2012, the holders of at least 30% of the then-outstanding shares having registration rights can request that we file a registration statement covering registrable securities with an anticipated aggregate offering price of at least $10.0 million. We are only required to file three registration statements that are declared effective upon exercise of these demand registration rights. We may postpone the filing of a

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registration statement for up to 120 days once in a 12-month period if our board of directors determines that the filing would be seriously detrimental to us and our stockholders and we do not otherwise seek effectiveness of a registration statement, except for sales of shares of participants in one of our stock plans or for a corporate reorganization or acquisition, during the 120-day period.

Piggyback Registration Rights

If we register any of our securities for public sale, holders of shares having registration rights will have the right to include their shares in the registration statement. However, this right does not apply to a registration relating to sales of shares of participants in one of our stock plans, a registration relating to a corporate reorganization or acquisition or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered. The underwriters of any underwritten offering will have the right, in their sole discretion, to limit, because of market conditions, the number of shares registered by these holders, in which case the number of shares to be registered will be apportioned pro rata among these holders, according to the total amount of securities entitled to be included by each holder, or in a manner mutually agreed upon by the holders. However, the number of shares to be registered by these holders cannot be reduced below 25% of the total shares covered by the registration statement.

Form S-3 Registration Rights

The holders of then-outstanding shares having registration rights can request that we register all or part of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and if the aggregate price to the public, net of underwriters’ discounts and commissions, of the shares offered is at least $2.5 million. The stockholders may only require us to effect two registration statements on Form S-3 in a 12-month period. We may postpone the filing of a registration statement on Form S-3 for up to 120 days once in a 12-month period if our board of directors determines that the filing would be seriously detrimental to us and our stockholders and we do not otherwise seek effectiveness of a registration statement, except for sales of shares of participants in one of our stock plans or for a corporate reorganization or acquisition, during the 120-day period.

Expenses of Registration Rights

We generally will pay all expenses, other than underwriting discounts and commissions and the reasonable fees and disbursements of more than one counsel for the selling stockholders, incurred in connection with the registrations described above.

Expiration of Registration Rights

The registration rights described above will expire, with respect to any particular holder of these rights, on the earlier of the fifth anniversary of the closing of this offering or when that holder can sell all of its registrable securities without restriction under Rule 144 of the Securities Act.

Anti-Takeover Provisions

The provisions of Delaware law, our restated certificate of incorporation and our restated bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

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Delaware Law

We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in our control.

Restated Certificate of Incorporation and Restated Bylaw Provisions

Our restated certificate of incorporation and our restated bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:

• Board of Directors Vacancies. Our restated certificate of incorporation and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

• Classified Board. Our restated certificate of incorporation and restated bylaws provide that our board is classified into three classes of directors. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors. See “Management—Board of Directors Composition.”

• Stockholder Action; Special Meeting of Stockholders. Our restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Our restated bylaws further provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our chief executive officer or our president, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

• Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

• No Cumulative Voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting.

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• Directors Removed Only for Cause. Our restated certificate of incorporation provides that stockholders may remove directors only for cause.

• Amendment of Charter Provisions. Any amendment of the above provisions in our restated certificate of incorporation would require approval by holders of at least two-thirds of our outstanding common stock.

• Issuance of Undesignated Preferred Stock. Our board of directors has the authority, without further action by the stockholders, to issue up to                  shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or other means.

Listing

We intend to apply for the listing of our common stock on the NYSE under the symbol “BLOX.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is                 . The transfer agent’s address is                 .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Although we expect that our common stock will be approved for listing on the New York Stock Exchange, we cannot assure you that there will be an active public market for our common stock following the offering. Nevertheless, sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding options or warrants, in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Following the closing of this offering, based on the number of shares of our capital stock outstanding as of October 31, 2011, we will have a total of                 shares of our common stock outstanding. Of these outstanding shares, all of the                 shares of common stock sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our common stock will be deemed “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 promulgated under the Securities Act, which rules are summarized below. In addition, all of our security holders have entered into market standoff agreements with us or lock-up agreements with the underwriters under which they have agreed, subject to specific exceptions, not to sell any of our stock for at least 180 days following the date of this prospectus, as described below. As a result of these agreements and the provisions of our investors’ rights agreement described above under “Description of Capital Stock—Registration Rights,” subject to the provisions of Rule 144 or Rule 701, based on an assumed offering date of                 , 2012, shares will be available for sale in the public market as follows:

• Beginning on the date of this prospectus, the                 shares sold in this offering will be immediately available for sale in the public market;

• Beginning 181 days after the date of this prospectus, subject to extension as described in “Underwriting” below,                 additional shares will become eligible for sale in the public market, of which shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

• The remainder of the shares will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Lock-Up/Market Standoff Agreements

All of our directors and officers and substantially all of our security holders are subject to lock-up agreements or market standoff provisions that, subject to exceptions described in the section entitled “Underwriting” below, prohibit them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring or otherwise disposing of any shares of our common stock, options or warrants to acquire shares of our common stock or any security or instrument related to this common stock, option or warrant for a period of at least 180 days following the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC and Goldman, Sachs & Co.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the

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Exchange Act, for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up and market standoff agreements described above, within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately                 shares immediately after this offering; or

• the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

Stock Options

As soon as practicable after the closing of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act covering all of the shares of our common stock subject to outstanding options and the shares of our common stock reserved for issuance under our stock plans. However, the shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice and public information requirements of Rule 144 and will not be eligible for resale until expiration of the lock-up and market standoff agreements to which they are subject.

Warrants

As of October 31, 2011, we had outstanding warrants that, following the closing of this offering, will entitle their holders to purchase 1,178,988 shares of common stock. These warrants contain net exercise provisions. These provisions allow the holders to exercise their warrants for a lesser number of shares of common stock in lieu of paying cash. The number of shares that would be issued in this case would be based upon the market price of the common stock at the time of the net exercise. Because these warrants have been held for at least one year, any shares of common stock issued upon their net exercise could be publicly sold under Rule 144 following closing of this offering and the expiration of any lock-up or market standoff agreements.

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Registration Rights

We have granted demand, piggyback and Form S-3 registration rights to certain of our stockholders to sell our common stock. Registration of the sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. For a further description of these rights, see “Description of Capital Stock—Registration Rights.”

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock to non-U.S. holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. Except to the limited extent below, this summary does not address tax considerations arising under estate or gift tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to the alternative minimum tax;

• tax-exempt organizations or tax-qualified retirement plans;

• real estate investment trusts or regulated investment companies;

• controlled foreign corporations or passive foreign investment companies;

• persons who acquired our common stock as compensation for services;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forth below);

• certain former citizens or long-term residents of the United States;

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

• persons deemed to sell our common stock under the constructive sale provisions of the Code.

In addition, if a partnership (including any other entity classified as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, this summary does not address tax considerations applicable to partnerships that hold our common stock, and partners in such partnerships should consult their tax advisors.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Non-U.S. Holder Defined

For purposes of this discussion, you are a non-U.S. holder if you are any holder, other than:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation, created or organized in the United States or under the laws of the United States or any political subdivision thereof;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a U.S. person.

If you are an individual, you may, in many cases, be deemed to be a resident alien, as opposed to a nonresident alien, by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted. Resident aliens are subject to U.S. federal income tax as if they were U.S. citizens. Such an individual is urged to consult his or her own tax advisor regarding U.S. federal income tax consequences of the ownership of our common stock.

Distributions

We have not made any distributions on our common stock, and we do not plan to make any distributions for the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock.

Any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable income tax treaty. Generally, in order for us or our paying agent to withhold tax at a lower treaty rate, a non-U.S. holder must certify its entitlement to treaty benefits. A non-U.S. holder generally can meet this certification requirement by providing a Form W-8BEN (or any successor form) or appropriate substitute form to us or our paying agent. If the holder holds the stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. For payments made to a foreign partnership or other pass-through entity, the certification requirements generally apply to the partners or other owners rather than to the partnership or other entity, and the partnership or other entity must provide the partners’ or other owners’ documentation to us or our paying agent.

Dividends received by you that are effectively connected with your conduct of a U.S. trade or business are exempt from such withholding tax. In order to obtain this exemption, you must provide us with an applicable IRS form W-8 (generally Form W-8ECI) properly certifying such exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits and subject to an applicable income tax treaty providing otherwise. In addition, if you are a corporate non-U.S. holder, dividends that you receive that are effectively connected with your conduct of a U.S. trade or business, subject to certain adjustments, may also be subject to a branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may be able to obtain a refund of any excess amounts currently withheld if you timely file an appropriate claim for refund with the IRS.

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Gain on Disposition of Common Stock

You generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent establishment maintained by you in the United States);

• you are an individual who holds our common stock as a capital asset (generally, an asset held for investment purposes) and who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” for U.S. federal income tax purposes, or a USRPHC, at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, such common stock will be treated as a U.S. real property interest only if you actually or constructively hold more than 5% of such regularly traded common stock at any time during the applicable period that is specified in the Code.

If you are a non-U.S. holder described in the first bullet above, you will generally be required to pay tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates, and corporate non-U.S. holders described in the first bullet above may be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the sale, which tax may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). You should consult any applicable income tax or other treaties that may provide for different rules.

Federal Estate Tax

Our common stock that is held by an individual non-U.S. holder at the time of death will be included in such holder’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports available to tax authorities in your country of residence.

Payments of dividends or of proceeds on the disposition of stock made to you may be subject to additional information reporting and backup withholding (currently at a rate of 28%, which is scheduled to increase to 31% for payments made after December 31, 2012) unless you establish an exemption, for example by properly certifying your non-U.S. status on a Form W-8BEN or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

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Backup withholding is not an additional tax; rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is furnished to the IRS in a timely manner.

Recent Legislative Developments

Recent legislation, which will be phased in beginning on January 1, 2014, generally imposes withholding at a rate of 30% on payments to certain foreign entities (including financial institutions, as specifically defined in this new legislation) of dividends on, and the gross proceeds of dispositions of, U.S. common stock, unless various U.S. information reporting and due diligence requirements (that are different from, and in addition to, the beneficial owner certification requirements described above) have been satisfied that generally relate to ownership by U.S. persons of interests in or accounts with those entities. You should consult your tax advisor regarding the possible implications of this legislation on your investment in our common stock.

THE PRECEDING DISCUSSION OF UNITED STATES FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, Morgan Stanley & Co. LLC and Goldman, Sachs & Co. are acting as representatives and lead book-running managers for this offering. UBS Securities LLC is acting as a joint book-running manager for this offering. The underwriters have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Morgan Stanley & Co. LLC
Goldman, Sachs & Co.
UBS Securities LLC
Pacific Crest Securities LLC
JMP Securities LLC
Morgan Keegan & Company, Inc.
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the initial public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $             a share under the initial public offering price. Any underwriter may allow a concession not in excess of $             a share to other underwriters or to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We and the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to              additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

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The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of our common stock from us.

		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by:
Us	$	$	$
The selling stockholders	$	$	$
Proceeds before expenses, to us	$	$	$
Proceeds before expenses, to selling stockholders	$	$	$

The expenses of this offering payable by us, not including underwriting discounts and commissions, are estimated to be approximately $             million, which includes legal, accounting and printing costs and various other fees associated with the registration and listing of our common stock.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of shares of common stock offered by them.

We intend to apply to have our common stock listed on the New York Stock Exchange under the trading symbol “BLOX.” We and all directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

• file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock.

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, it will not, during the period ending 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

The restrictions described in the immediately preceding paragraph do not apply to:

• the sale and transfer of shares of common stock by a holder to the underwriters in this offering pursuant to the terms of an underwriting agreement;

• the transfer of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock (i) to an immediate family member or to a trust formed for the benefit of an immediate family member, (ii) by bona fide gift, will or intestacy, (iii) if the holder is a corporation, partnership or other business entity (A) to another corporation, partnership or other

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business entity that controls, is controlled by or is under common control with the holder or (B) as part of a disposition, transfer or distribution by the holder to its equity holders or (iv) if the holder is a trust, to a trustor or beneficiary of the trust, provided that in the case of any transfer or distribution pursuant to clause (B), (I) each transferee, done or distribute must sign and deliver a lock-up agreement, (II) no filing under the Exchange Act shall be required or made and (III) in the cases of clauses (i), (ii), (iii)(B) and (iv) above, such transfer or distribution does not involve a disposition for value;

• the transfer of shares of common stock or any securities convertible into common stock to us pursuant to equity plans set forth in this prospectus on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the holder in connection with such vesting or exercise, provided no filing under the Exchange Act shall be required or made;

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of common stock during the restricted period and no public announcement or filing under the Exchange Act shall be required or made;

• the transfer of shares of common stock or any security convertible into or exercisable or exchangeable for common stock to us pursuant to agreements under which we have the option to repurchase such shares upon termination of service of the holder; provided no filing under the Exchange Act shall be required or made; and

• the transfer of shares of common stock or any security convertible into or exercisable or exchangeable for common stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement.

The 180-day restricted period described in the preceding paragraph will be extended if:

• during the last 17 days of the 180-day restricted period we issue an earnings release or material news event relating to us occurs, or

• prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period,

in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

In order to facilitate this offering of our common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the common stock, the underwriters may bid for, and purchase, shares of common stock in the open market. The underwriting syndicate also may reclaim selling concessions allowed to an underwriter or a dealer for distributing the common stock in this offering, if the syndicate repurchases previously distributed common stock to cover syndicate short positions or to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may

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end any of these activities at any time. The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

In the ordinary course of business, we have, and may in the future, sell products or services to one or more of the underwriters in arms length transactions on market competitive terms.

Pricing of this Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

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(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

The prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations, or CO, and the shares will not be listed on the SIX Swiss Exchange. Therefore, the prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the shares may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the shares with a view to distribution.

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LEGAL MATTERS

Fenwick & West LLP, Mountain View, California, will pass upon the validity of the issuance of the shares of our common stock offered by this prospectus. Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California, is representing the underwriters in this offering.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at July 31, 2010 and 2011, and for each of the three fiscal years in the period ended July 31, 2011, as set forth in their report. We have included our consolidated financial statements in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Ernst & Young LLP, independent auditors, has audited the consolidated financial statements of Netcordia, Inc. at December 31, 2008 and 2009, and for the years then ended, as set forth in their report. We have included the consolidated financial statements of Netcordia, Inc. in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits and the consolidated financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed for the complete contents of that contract or document. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. A copy of the registration statement, including the exhibits and the consolidated financial statements and related notes filed as a part of the registration statement, may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon the payment of fees prescribed by it. You may call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference facilities. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it.

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Infoblox Inc.
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7
Netcordia, Inc.
Report of Independent Auditors		F-50
Consolidated Balance Sheets		F-51
Consolidated Statements of Operations		F-52
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit		F-53
Consolidated Statements of Cash Flows		F-54
Notes to Consolidated Financial Statements		F-55

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Infoblox Inc.

We have audited the accompanying consolidated balance sheets of Infoblox Inc. as of July 31, 2010 and 2011, and the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit, and cash flows for each of the three years in the period ended July 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1, Description of the Business and Summary of Significant Accounting Policies, in Notes to Consolidated Financial Statements, Infoblox Inc. changed its method of accounting for revenue recognition with the adoption of amendments to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) resulting from Accounting Standards Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, and Accounting Standards Update No. 2009-14, Certain Revenue Arrangements That Include Software Elements, both adopted effective August 1, 2009.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Infoblox Inc. at July 31, 2010 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended July 31, 2011 in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Jose, California

September 1, 2011

F-2

INFOBLOX INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

	July 31, 2010			July 31, 2011			October 31, 2011			Pro Forma Stockholders’ Equity as of October 31, 2011
							(Unaudited)			(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	27,390		$	42,207		$	43,526
Accounts receivable, net of allowances of $1,068, $539 and $486 as of July 31, 2010 and 2011 and October 31, 2011 (unaudited)		12,873			20,683			21,908
Inventory		1,583			1,506			1,748
Deferred tax assets		817			1,606			1,604
Prepaid expenses and other current assets		2,271			3,832			3,626
Total current assets		44,934			69,834			72,412
Property and equipment, net		2,060			5,087			5,605
Goodwill		32,241			32,726			32,726
Intangible assets		11,161			10,679			9,770
Restricted cash		701			732			502
Other assets		107			959			1,859
TOTAL ASSETS	$	91,204		$	120,017		$	122,874
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILTIES:
Accounts payable and accrued liabilities	$	4,990		$	9,499		$	9,596
Accrued compensation		4,780			6,985			6,502
Deferred revenue, net		31,006			44,094			46,528
Total current liabilities		40,776			60,578			62,626
Deferred revenue, net		11,743			17,905			18,667
Convertible preferred stock warrant liability		265			398			398		$	—
Deferred tax liability		817			1,537			1,537
Other liabilities		96			1,125			862
TOTAL LIABILITIES		53,697			81,543			84,090
Commitments and contingencies (Note 7)
Convertible preferred stock, $0.0001 par value per share—85,128,977 shares authorized; 80,512,394 shares issued and outstanding as of July 31, 2010 and 2011 and October 31, 2011 (unaudited); aggregate liquidation preference of $95,717 as of July 31, 2011 and October 31, 2011 (unaudited), actual; no shares issued or outstanding, pro forma (unaudited)		107,506			107,506			107,506			—
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $0.0001 par value per share—150,000,000 shares authorized; 28,447,933, 33,116,472 and 33,516,505 shares issued and outstanding as of July 31, 2010 and 2011 and October 31, 2011 (unaudited), actual; 114,040,698 shares issued and outstanding, pro forma (unaudited)		3			3			3			11
Additional paid-in capital		24,602			30,891			32,970			140,866
Accumulated deficit		(94,604	)		(99,926	)		(101,695	)		(101,695	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(69,999	)		(69,032	)		(68,722	)	$	39,182
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	91,204		$	120,017		$	122,874

The accompanying notes are an integral part of these consolidated financial statements.

F-3

INFOBLOX INC.

Consolidated Statements of Operations

(In thousands, except share and per share data)

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Net revenue:
Products and licenses	$	35,358		$	65,849		$	80,274		$	17,963		$	22,691
Services		26,355			36,319			52,561			11,214			16,664
Total net revenue		61,713			102,168			132,835			29,177			39,355
Cost of revenue:
Products and licenses		9,036			13,770			16,652			3,469			4,694
Services		6,120			8,183			12,187			2,514			3,571
Total cost of revenue		15,156			21,953			28,839			5,983			8,265
Gross profit		46,557			80,215			103,996			23,194			31,090
Operating expenses:
Research and development		15,396			18,066			29,605			5,879			8,906
Sales and marketing		34,685			45,413			67,390			14,759			19,673
General and administrative		6,553			8,380			10,831			2,110			3,677
Total operating expenses		56,634			71,859			107,826			22,748			32,256
Income (loss) from operations		(10,077	)		8,356			(3,830	)		446			(1,166	)
Other income (expense):
Interest income, net		35			13			40			7			11
Other expense, net		(98	)		(370	)		(730	)		(124	)		(179	)
Total other income (expense)		(63	)		(357	)		(690	)		(117	)		(168	)
Income (loss) before provision for income taxes		(10,140	)		7,999			(4,520	)		329			(1,334	)
Provision for income taxes		276			1,011			802			123			435
Net income (loss)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)
Net income (loss) attributable to common stockholders:
Basic	$	(10,416	)	$	101		$	(5,322	)	$	—		$	(1,769	)
Diluted	$	(10,416	)	$	124		$	(5,322	)	$	—		$	(1,769	)
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.50	)	$	0.00		$	(0.18	)	$	0.00		$	(0.05	)
Diluted	$	(0.50	)	$	0.00		$	(0.18	)	$	0.00		$	(0.05	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic		20,899,345			23,302,547			29,800,085			28,535,022			33,109,569
Diluted		20,899,345			30,842,642			29,800,085			40,882,444			33,109,569
Pro forma net loss per share attributable to common stockholders (unaudited):
Basic and Diluted							$	(0.05	)				$	(0.02	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders (unaudited):
Basic and Diluted								110,324,278						113,633,762

The accompanying notes are an integral part of these consolidated financial statements.

F-4

INFOBLOX INC.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(In thousands, except share data)

	Convertible Preferred Stock				Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount
Balance at July 31, 2008		67,778,389	$	77,916		20,722,382	$	2	$	5,336	$	(91,176	)	$	(85,838	)
Issuance of common stock under the 2003 stock option plan		—		—		789,879		—		241		—			241
Vesting of early exercised common stock options		—		—		—		—		198		—			198
Stock-based compensation		—		—		—		—		1,460		—			1,460
Net loss and comprehensive loss		—		—		—		—		—		(10,416	)		(10,416	)
Balance at July 31, 2009		67,778,389		77,916		21,512,261		2		7,235		(101,592	)		(94,355	)
Issuance of common stock under the 2003 and 2005 stock option plans		—		—		2,128,041		—		713		—			713
Vesting of early exercised common stock options		—		—		—		—		60		—			60
Issuance of common and convertible preferred stock in connection with acquisition		12,734,005		29,590		4,807,631		1		10,144		—			10,145
Issuance of common stock warrants in connection with acquisition		—		—		—		—		2,130		—			2,130
Issuance of common stock options in connection with acquisition		—		—		—		—		1,632		—			1,632
Stock-based compensation		—		—		—		—		2,688		—			2,688
Net income and comprehensive income		—		—		—		—		—		6,988			6,988
Balance at July 31, 2010		80,512,394		107,506		28,447,933		3		24,602		(94,604	)		(69,999	)
Issuance of common stock under the 2003 and 2005 stock option plans		—		—		4,668,539		—		1,020		—			1,020
Vesting of early exercised common stock options		—		—		—		—		52		—			52
Stock-based compensation		—		—		—		—		5,133		—			5,133
Excess tax benefit from employee stock option plans		—		—		—		—		84		—			84
Net loss and comprehensive loss		—		—		—		—		—		(5,322	)		(5,322	)
Balance at July 31, 2011		80,512,394		107,506		33,116,472		3		30,891		(99,926	)		(69,032	)
Issuance of common stock under the 2003 and 2005 stock option plans (unaudited)		—		—		400,033		—		342		—			342
Vesting of early exercised common stock options (unaudited)		—		—		—		—		45		—			45
Stock-based compensation (unaudited)		—		—		—		—		1,692		—			1,692
Net loss and comprehensive loss (unaudited)		—		—		—		—		—		(1,769	)		(1,769	)
Balance at October 31, 2011 (unaudited)		80,512,394	$	107,506		33,516,505	$	3	$	32,970	$	(101,695	)	$	(68,722	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

INFOBLOX INC.

Consolidated Statements of Cash Flows

(In thousands)

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		1,417			1,921			5,094			1,120			1,564
Stock-based compensation		1,460			2,688			5,133			1,322			1,692
Change in fair value of convertible preferred stock warrant liability		—			—			133			—			—
Excess tax benefit from employee stock option plans		—			—			(84	)		—			—
Changes in operating assets and liabilities:
Accounts receivable, net		398			(2,040	)		(7,513	)		(3,489	)		(1,225	)
Inventory		(145	)		(526	)		77			(434	)		(242	)
Prepaid expenses and other current assets		211			(764	)		(1,561	)		(225	)		208
Other assets		8			(18	)		(696	)		(6	)		(670	)
Accounts payable and accrued liabilities		(484	)		668			4,370			137			97
Accrued compensation		(818	)		1,062			2,096			(143	)		(483	)
Deferred revenue, net		9,591			5,294			18,924			3,647			3,196
Other liabilities		—			10			851			17			(218	)
Net cash provided by operating activities		1,222			15,283			21,502			2,152			2,150
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired		—			1,267			(1,972	)		—			—
Purchase of intangible assets		—			—			(1,000	)		—			—
Purchases of property and equipment		(597	)		(1,547	)		(4,786	)		(618	)		(1,173	)
Decrease (increase) in restricted cash		250			(574	)		(31	)		—			—
Net cash used in investing activities		(347	)		(854	)		(7,789	)		(618	)		(1,173	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net		241			713			1,020			207			342
Excess tax benefit from employee stock option plans		—			—			84			—			—
Net cash provided by financing activities		241			713			1,104			207			342
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,116			15,142			14,817			1,741			1,319
CASH AND CASH EQUIVALENTS—Beginning of period		11,132			12,248			27,390			27,390			42,207
CASH AND CASH EQUIVALENTS—End of period	$	12,248		$	27,390		$	42,207		$	29,131		$	43,526
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	95		$	1,290		$	1,018		$	42		$	557
Cash purchase consideration for SolSoft acquisition held in escrow as restricted cash	$	—		$	—		$	230		$	—		$	—
Change in long-term liability due to vesting of early exercised stock options, net	$	198		$	60		$	52		$	5		$	45

The accompanying notes are an integral part of these consolidated financial statements.

F-6

INFOBLOX INC.

Notes to Consolidated Financial Statements

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

1. Description of the Business and Summary of Significant Accounting Policies

Business

Infoblox Inc. (together with our subsidiaries, “we” or “our”) was originally incorporated in the State of Illinois in February 1999 and was reincorporated in the State of Delaware in May 2003. We are headquartered in Santa Clara, California and have subsidiaries and representative offices located throughout the world. We provide a broad family of enterprise and service provider-class solutions to automate management of the critical network infrastructure services needed for secure, scalable and fault-tolerant connections between applications, devices and users.

On May 1, 2010, we acquired Netcordia, Inc. (“Netcordia”). As a result of the acquisition, Netcordia became our wholly-owned subsidiary. Netcordia’s results are included prospectively in the accompanying consolidated financial statements after May 1, 2010.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of our consolidated financial position, results of operations and cash flows for the periods presented. The accompanying consolidated financial statements include the accounts of Infoblox Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Those management estimates and assumptions affect revenue recognition, determination of fair value of stock-based awards, valuation of goodwill and intangible assets acquired, impairment of goodwill and other intangible assets, amortization of intangible assets, contingencies and litigation, accounting for income taxes, including the valuation reserve on deferred tax assets and uncertain tax positions, allowances for doubtful accounts and sales returns and valuation of inventory. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors and adjust those estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the consolidated financial statements.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of October 31, 2011, the interim consolidated statements of operations and cash flows for the three months ended October 31, 2010 and 2011 and the interim consolidated statement of convertible preferred stock and stockholders’ equity (deficit) for the three months ended October 31, 2011 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in our opinion, reflect all adjustments, which include only normal recurring adjustments, that we believe are necessary to present fairly the consolidated balance sheet as of October 31, 2011, the consolidated results of operations and cash flows for the three months ended October 31, 2010 and 2011 and the convertible preferred stock and stockholders’ equity (deficit) for the three months ended October 31, 2011. The consolidated financial data disclosed in these notes to the consolidated financial statements related to the three months ended October 31, 2010 and 2011 are also

F-7

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

unaudited. The consolidated results of operations during the three months ended October 31, 2011 are not necessarily indicative of the results to be expected for the entire year ending July 31, 2012 or for any other future annual or interim period.

Unaudited Pro Forma Stockholders’ Equity

On January 5, 2012, our board of directors authorized management to file a registration statement with the Securities and Exchange Commission (“SEC”) to sell shares of our common stock to the public. If the contemplated offering is completed, we expect that all 80,512,394 shares of convertible preferred stock would convert into 80,524,193 shares of common stock based on the shares of convertible preferred stock outstanding as of October 31, 2011. In addition, the convertible preferred stock warrants would convert into common stock warrants and the convertible preferred stock warrant liability would be reclassified to additional paid-in capital in stockholders’ equity (deficit). The unaudited pro forma stockholders’ equity as of October 31, 2011 gives effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of common stock and the reclassification of the convertible preferred stock warrant liability to additional paid-in capital in stockholders’ equity (deficit).

Concentration of Supply Risk with Contract Manufacturer

We outsource substantially all of our manufacturing, repair and supply chain management operations to one independent contract manufacturer. The inability of the manufacturer to fulfill our supply requirements could have a material and adverse effect on our business and consolidated financial statements.

In addition, our independent contract manufacturer procures components and manufactures our products based on our demand forecasts. These forecasts are based on our estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and marketing organizations, adjusted for overall market conditions. We are subject to additional fees to the contract manufacturer if there is a significant difference in scheduled shipments or if the contract manufacturer holds inventory longer than a specified period. During the years ended July 31, 2009, 2010 and 2011 and for the three months ended October 31, 2010 and 2011, we did not incur any such fees to the contract manufacturer.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, restricted cash and accounts receivable. Our cash, cash equivalents and restricted cash are invested in high-credit quality financial instruments with banks and financial institutions. Such deposits may be in excess of insured limits provided on such deposits.

We mitigate credit risk in respect to accounts receivable by performing ongoing credit evaluations of our customers and maintaining a reserve for potential credit losses. In addition, we generally require our customers to prepay for maintenance and support services to mitigate the risk of uncollectible accounts receivable.

Fair Value Measurement

We measure and report our financial assets and liabilities, which consist of cash, cash equivalents, restricted cash and convertible preferred stock warrant liability, at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for

F-8

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

• Level I—Unadjusted quoted prices in active markets for identical assets and liabilities;

• Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data of substantially the full term of the related assets or liabilities; and

• Level III—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Our financial instruments consist of Level I assets and Level III liabilities. Level I assets include time deposits and highly liquid money market funds that are included in cash, cash equivalents and restricted cash. Level III liabilities that are measured at fair value on a recurring basis consist solely of our convertible preferred stock warrant liability. The fair values of the outstanding convertible preferred stock warrants are measured using the Black-Scholes option-pricing model. Inputs used to determine estimated fair value include the estimated fair value of the underlying stock at the valuation measurement date, the remaining contractual term of the warrants, risk-free interest rates, expected dividends and the expected volatility of the underlying stock.

Cash and Cash Equivalents

We consider all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and various deposit accounts.

Restricted Cash

Under our facility lease arrangements and corporate credit card facility, we are required to maintain letters of credit from a U.S. bank as security for performance under these agreements. The letters of credit are secured by time deposits in interest-bearing accounts in amounts equal to the letters of credit, which are classified as restricted cash as a non-current asset on the consolidated balance sheets. As of July 31, 2010, 2011 and October 31, 2011, we maintained $701,000, $502,000 and $502,000 in irrevocable standby letters of credit.

We also have $230,000 of restricted cash representing a portion of the purchase consideration we paid to acquire SolSoft S.A., which will be held in an escrow account until August 15, 2012. As of July 31, 2010 and 2011, we had classified restricted cash of $0 and $230,000 as a non-current asset on the consolidated balance sheets. As of October 31, 2011, the restricted cash of $230,000 was included in prepaid expenses and other current assets in the consolidated balance sheet.

Inventory

Inventories are stated at the lower of standard cost, which approximates actual cost (first-in, first-out), or market value (estimated net realizable value). The valuation of inventories at the lower of cost or market value requires the use of estimates regarding the amount of inventory that will be sold and the prices at which current

F-9

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

inventory will be sold. These estimates are dependent on our assessment of current and expected orders from our customers. If actual market conditions are less favorable than those projected by management, inventory write-downs may be required. Our finished goods mainly consist of refurbished inventory that are used for the replacement of failed units under maintenance and support agreements. We write down refurbished inventory based on the age of the units and number of hardware failures. During the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011, inventory write-downs were $354,000, $585,000, $1.3 million, $181,000 and $129,000.

Property and Equipment, Net

Property and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are two to three years. Leasehold improvements are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the remaining lease term. Upon the retirement or disposition of property and equipment, the related costs and accumulated depreciation are removed from, and the resulting gain or loss is included in, the consolidated statements of operations. Repair and maintenance costs that do not extend the life or improve an asset are charged to expense as incurred.

Intangible Assets

Intangible assets consist of identifiable intangible assets, including developed technology, customer relationships, non-compete agreements, trademarks and patents, resulting from our acquisitions. Intangible assets are recorded at fair value, net of accumulated amortization. Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense is included as a component of cost of products and licenses revenue and sales and marketing expense in the accompanying consolidated statements of operations.

Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. Goodwill is not amortized. We perform our annual goodwill analysis during the fourth quarter of each fiscal year or when events or circumstances change that would indicate that goodwill might not be recoverable. Triggering events that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of goodwill or cause a significant decrease in expected cash flows.

The testing for a potential impairment of goodwill involves a two-step process. The first step, identifying a potential impairment, compares the fair value of goodwill with its carrying amount. If the carrying value exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying value of that goodwill. Any excess of the goodwill carrying value over the respective implied fair value is recognized as an impairment loss. No impairment of goodwill was identified as of July 31, 2010 or 2011 or October 31, 2011.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment and intangible assets subject to depreciation and amortization, are evaluated for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Among the factors and circumstances we considered in determining recoverability are: (i) a significant decrease in the market price of a long-lived asset; (ii) a significant adverse

F-10

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

change in the extent or manner in which a long-lived asset is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition and (v) current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There have been no indicators of impairment, and we did not record any impairment losses during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011.

Deferred Offering Costs

Deferred offering costs, consisting of legal, accounting and filing fees relating to our initial public offering, are capitalized. The deferred offering costs will be offset against initial public offering proceeds upon the completion of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of July 31, 2011 and October 31, 2011, we had capitalized $591,000 and $1.5 million of deferred offering costs, which is classified as a non-current asset on the consolidated balance sheets. No amounts were deferred as of July 31, 2010.

Convertible Preferred Stock Warrant Liability

We account for freestanding warrants to purchase shares of convertible preferred stock that are contingently redeemable as liabilities on the consolidated balance sheets at their estimated fair value because these warrants may obligate us to redeem them at some point in the future. At the end of each reporting period, changes in the estimated fair value of the warrants to purchase shares of convertible preferred stock are recorded as other income (expense), net in the consolidated statements of operations. We will continue to adjust the convertible preferred stock warrant liability to the estimated fair value of the warrants until the earlier of the exercise or expiration of the warrants, or the completion of a liquidation event, including the completion of an initial public offering, at which time the convertible preferred stock issuable upon exercise of the warrants will become common stock and the related liability will be reclassified to additional paid-in capital in stockholders’ deficit.

Revenue Recognition

We design, develop and sell a broad family of network products and services to automate management of the critical network infrastructure services needed for secure, scalable and fault-tolerant connections between applications, devices and users. Our software products are typically sold for use with our hardware, but we also have virtual versions that we sell for use with other hardware environments.

We derive revenue from two sources: (i) products and licenses, which include hardware and software revenue, and (ii) services, which include maintenance and support, training and consulting revenue. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery or performance has occurred; the sales price is fixed or determinable; and collection is probable. We define each of those four criteria as follows:

Persuasive evidence of an arrangement exists. Evidence of an arrangement generally consists of a purchase order issued pursuant to the terms and conditions of a distributor or value-added reseller agreement or, in limited cases, an end-user agreement.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Delivery or performance has occurred. We use shipping and related documents, distributor sell-through reports, or written evidence of customer acceptance, when applicable, to verify delivery or performance. We do not recognize product revenue until transfer of title and risk of loss, which generally is upon shipment to value-added resellers or end-users.

The sales price is fixed or determinable. We assess whether the sales price is fixed or determinable based on payment terms and whether the sales price is subject to refund or adjustment.

Collection is probable. We assess probability of collection on a customer-by-customer basis. We subject our customers to a credit review process that evaluates their financial condition and ability to pay for our products and services. If we conclude that collection is not probable, we do not recognize revenue until cash is received.

Services revenue includes maintenance and support, training and consulting. Maintenance and support revenue includes arrangements for software maintenance and technical support for our products and licenses. Maintenance is offered under renewable, fee-based contracts, which include 24-hour technical support, hardware repair and replacement parts, bug fixes, patches and unspecified upgrades on a when-and-if-available basis. Revenue from customer maintenance and support contracts is deferred and recognized ratably over the contractual support period, generally one to three years. Revenue from consulting and training is recognized as the services are completed, which is generally one year or less.

We operate a multiple tier channel distribution model that includes distributors, value-added resellers and direct sales to end-users. For sales to value-added resellers and end-users, we recognize product revenue upon transfer of title and risk of loss, which is generally upon shipment. It is our practice to identify an end-user prior to shipment to a value-added reseller. For the end-users and value-added resellers, we generally have no significant contractual obligations for future performance, such as rights of return or pricing credits. However, we may on occasion enter into arrangements with end-users or value-added resellers that include some form of rights of return, rebates or price protection. Also, we may occasionally accept returns by end-users or value-added resellers to address customer satisfaction issues or solution fit issues even though there is no contractual provision for such returns. We record reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns and price adjustments, specific provisions for returns, price protection or rebates in agreements, and other factors known at the time. Should actual product returns or pricing adjustments differ from estimates, additional reductions to revenue may be required. Substantially all of our sales outside of North America are made through distributors under agreements allowing for pricing credits and rights of return or involving international jurisdictions where the risk of returns or credits is considered to be high even though distributors do not have these contractual rights. Product revenue on sales made through these distributors is recognized upon sell-through as reported to us by the distributors. Revenue for product sales through distributors without reliable sell-through reporting is deferred until maintenance is purchased for the related product. The costs of distributor inventories not yet recognized as revenue are deferred as a reduction of the related deferred revenue, the result of which is shown as deferred revenue, net on our consolidated balance sheets.

Multiple Element Arrangements

We enter into multiple element revenue arrangements in which a customer may purchase a combination of hardware, software, software upgrades, hardware and software maintenance and support, training and consulting services. We account for multiple agreements with a single customer as one arrangement if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single arrangement.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

In October 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards for revenue recognition to remove from the scope of industry-specific software revenue recognition guidance any tangible products containing software components and non-software components that operate together to deliver the product’s essential functionality. Most of our products are hardware appliances containing software components that operate together to provide the essential functionality of the product. Therefore, our hardware appliances are considered non-software deliverables and are no longer accounted for under the industry-specific software revenue recognition guidance.

In addition, the FASB amended the accounting standards for certain multiple element revenue arrangements to:

• Provide updated guidance on whether multiple elements exist, how the elements in an arrangement should be separated, and how the arrangement consideration should be allocated to the separate elements;

• Implement a price hierarchy, where the selling price for an element is based on vendor-specific objective evidence (“VSOE”), if available; third-party evidence (“TPE”), if available and VSOE is not available; or the best estimate of selling price (“BESP”), if neither VSOE or TPE is available; and

• Eliminate the use of the residual method and require an entity to allocate arrangement consideration using the selling price hierarchy.

We adopted this accounting guidance at the beginning of the first quarter of the year ended July 31, 2010 on a prospective basis for transactions entered into or materially modified after July 31, 2009.

The impact of the revised accounting guidance on total revenue during the year ended July 31, 2010 was attributable to the ability to assign selling prices to undelivered elements that previously required VSOE, the recognition of hardware revenue bundled with extended maintenance contracts previously accounted for ratably over the contract period, and the reallocation of discounts to revenue deliverables. As a result of this adoption, net revenue during the year ended July 31, 2010, was $2.6 million higher than the net revenue that would have been recorded under the previous accounting rules. In terms of the timing and pattern of revenue recognition, the amended accounting guidance is not expected to have a significant effect on net revenue in periods after the initial adoption.

Our non-software products and services qualify as separate units of accounting because they have value to the customer on a standalone basis and our revenue arrangements do not include a general right of return for delivered products. Our products and licenses revenue also includes stand-alone software products. Stand-alone software may operate on our hardware appliances, but is not considered essential to the functionality of the hardware and continues to be subject to the industry-specific software revenue recognition guidance, which remains unchanged. The industry-specific software revenue recognition guidance includes the use of the residual method.

Certain of our stand-alone software when sold with our hardware appliances is considered essential to its functionality and as a result is no longer accounted for under industry-specific software revenue recognition guidance; however, this same software when sold separately is accounted for under the industry-specific software revenue recognition guidance. Additionally, we provide unspecified software upgrades for most of our products, on a when-and-if available basis, through maintenance and support contracts. To the extent that the software being supported is not considered essential to the functionality of the hardware, these support arrangements would continue to be subject to the industry-specific software revenue recognition guidance.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

For transactions entered into prior to August 1, 2009, the adoption date of the amended revenue standards in the first quarter of the year ended July 31, 2010, we allocated revenue for arrangements with multiple elements, such as appliances, software or maintenance and support, to each element using the residual method. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements, provided VSOE of fair value exists for all undelivered elements. If evidence of the fair value of one or more undelivered elements did not exist, all revenue generally was deferred and recognized at the earlier of delivery of those elements or establishment of fair value for the remaining undelivered elements. When VSOE of fair value could not be determined for any undelivered maintenance and support or service element, revenue for the entire arrangement was recognized ratably over the maintenance and support or service period.

For transactions entered into on or subsequent to August 1, 2009, we allocate the arrangement fee to each element based upon the relative selling price of that element and, if software and software-related (e.g., maintenance for the software element) elements are also included in the arrangement, we allocate the arrangement fee to each of those software and software-related elements as a group based on the relative selling price for those elements. After such allocations are made, the amount of the arrangement fee allocated to the software and software-related elements is accounted for using the residual method. When applying the relative selling price method, we determine the selling price for each element using VSOE of selling price, if it exists, or if not, TPE of selling price, if it exists. If neither VSOE nor TPE of selling price exist for an element, we use our BESP for that element. The revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for that element. The manner in which we account for multiple element arrangements that contain only software and software-related elements remains unchanged.

Consistent with our methodology under previous accounting guidance, we determine VSOE for each element based on historical stand-alone sales to third parties. For maintenance and support, training and consulting services, we determine the VSOE of fair value based on our history of stand-alone sales demonstrating that a substantial majority of transactions fall within a narrow range for each service offering.

We typically are not able to determine TPE for our products, maintenance and support, training or consulting services. TPE is determined based on competitor prices for similar elements when sold separately. Generally, our offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, our go-to-market strategy differs from that of our peers and we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis.

When we are unable to establish the selling price of an element using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. The BESP is established based on internal and external factors, including pricing practices such as discounting, cost of products, the geographies in which we offer our products and services, and customer classes and distribution channels (e.g. distributor, value-added reseller and direct end-user). The determination of BESP is made through consultation with and approval by our management, taking into consideration our pricing model and go-to-market strategy.

For our non-software deliverables, we allocate the arrangement consideration based on the relative selling prices of the respective elements. For these elements, we use BESP as our selling price. For our maintenance and support, training and consulting services, we generally use VSOE as our selling price. When we are unable to establish selling price using VSOE for our maintenance and support, training and consulting services, we use BESP in our allocation of arrangement consideration.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

We regularly review VSOE and BESP data provided by actual transactions to update these estimates and the relative selling prices allocated to each element.

Deferred Revenue, Net

Deferred revenue, net represents amounts invoiced to customers, less related cost of revenue, for which the related revenue has not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the consolidated balance sheet date.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at invoiced amounts, net of allowances for doubtful accounts if applicable, and do not bear interest.

We evaluate the collectability of our accounts receivable based on known collection risks and historical experience. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us (e.g., bankruptcy filings or substantial downgrading of credit ratings), we record a specific reserve for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for bad debts based on the length of time the receivables are past due and our historical experience of collections and write-offs. If circumstances change, such as higher-than-expected defaults or an unexpected material adverse change in a major customer’s ability to meet its financial obligations, our estimate of the recoverability of the amounts due could be reduced by a material amount.

Concentration of Revenue and Accounts Receivable

Significant customers are those which represent more than 10% of our total net revenue or gross accounts receivable balance at each respective balance sheet date. During the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011, we did not have any customers that represented more than 10% of our total net revenue. As of July 31, 2010 and 2011, a distributor customer accounted for 11% and 12% of our total gross accounts receivable. As of October 31, 2011, no customer accounted for more than 10% of our total gross accounts receivable.

Shipping and Handling

Shipping charges billed to customers are included in revenue and the related shipping costs are included in cost of revenue.

Research and Development Costs

Software development costs incurred in the research and development of new products and enhancements to existing products are charged to expense as incurred. Software development costs are capitalized after technological feasibility has been established. The period between achievement of technological feasibility, which we define as the establishment of a working model, and the general availability of such software to customers has been short, resulting in software development costs qualifying for capitalization being insignificant. Accordingly, we did not capitalize any software development costs during the years ended July 31, 2009, 2010 or 2011 or the three months ended October 31, 2010 and 2011.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Stock-Based Compensation

Stock-based compensation included in the consolidated statements of operations relates to stock option grants made to employees. Compensation costs related to employee stock option grants are based on the estimated fair value of the options on the date of grant, net of estimated forfeitures. We determine the grant date fair value of the options using the Black-Scholes option-pricing model, and the related stock-based compensation is recognized on a straight-line basis over the period in which an employee is required to provide service in exchange for the options.

Warranty Costs

Our appliance hardware generally includes a one-year warranty, and our software generally carries a warranty of ninety days. To date, the warranty cost to repair or replace items sold to customers has been insignificant. Costs related to hardware replacement provided to customers under maintenance support agreements are included as services cost of revenue and recognized as these services are provided.

Advertising Costs

Advertising costs are charged to sales and marketing expenses as incurred in the consolidated statements of operations. Advertising expense during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011 was $175,000, $140,000, $91,000, $24,000 and $287,000.

Foreign Currency

The functional currency of our foreign subsidiaries is the U.S. dollar. Transactions denominated in currencies other than the functional currency are remeasured at the average exchange rate in effect during the period. At the end of each reporting period, our subsidiaries’ monetary assets and liabilities are remeasured to the functional currency using exchange rates in effect at the end of the reporting period. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses related to remeasurement are recorded in other income (expense), net in the consolidated statements of operations. Foreign currency exchange losses included in other income (expense), net during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011 were $108,000, $392,000, $588,000, $109,000 and $188,000.

Employee 401(k) Plan

We have a qualified contributory savings plan under Section 401(k) of the Internal Revenue Code covering substantially all of our United States employees. Each participant in the plan could elect to contribute up to $16,500 of his or her annual compensation to the plan for each of the calendar years 2010 and 2011. Individuals who were 50 or older could contribute up to $22,000 of their annual income. We do not currently contribute to the plan.

Income Taxes

We account for income taxes under an asset and liability approach for deferred income taxes, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements, but have not been reflected in our taxable income. Estimates and judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred income tax assets, which arise from temporary differences and carryforwards.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We regularly assess the likelihood that our deferred income tax assets will be realized based on the realization guidance available. To the extent that we believe any amounts are not more likely than not to be realized, we record a valuation allowance to reduce the deferred income tax assets. We regularly assess the need for the valuation allowance on our deferred tax assets, and to the extent that we determine that an adjustment is needed, such adjustment will be recorded in the period that the determination is made.

We regularly review our tax positions and benefits to be realized. We recognize tax liabilities based upon our estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. We recognize interest and penalties related to income tax matters as income tax expense. For the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011, we did not incur any interest or penalties associated with unrecognized tax benefits.

Comprehensive Income (Loss)

Comprehensive income (loss) is presented in the consolidated statements of convertible preferred stock and stockholders’ deficit. We have had no comprehensive income (loss) items other than net income (loss). Thus, comprehensive income (loss) is the same as the net income (loss) for the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011.

Segment Information

Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by our chief operating decision maker in deciding how to allocate resources and assessing performance. Our chief operating decision maker is our Chief Executive Officer.

Our Chief Executive Officer reviews financial information presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance. We have one business activity and there are no segment managers who are held accountable for operations, operating results beyond revenue goals or gross margins, or plans for levels or components below the consolidated unit level. Accordingly, we have a single reporting segment.

Net Income (Loss) per Share of Common Stock

Basic and diluted net income (loss) per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Holders of Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 convertible preferred stock are entitled to receive noncumulative dividends at the annual rates of $73.07, $6.58, $0.02, $0.11, $0.14, $0.09, $0.12 and $0.12 per share per annum payable prior and in preference to any dividends on shares of our common stock. In the event a dividend is paid on our common stock, our convertible preferred stockholders are entitled to a share of that dividend in proportion to the holders of common shares on an as-if converted basis.

Under the two-class method, net income (loss) attributable to common stockholders is determined by allocating undistributed earnings, calculated as net income less current period Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 convertible preferred stock non-cumulative dividends, among

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

our common stock and Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 convertible preferred stock. In computing diluted net income (loss) attributable to common stockholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. Basic net income (loss) per common share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Shares of common stock subject to repurchase resulting from the early exercise of employee stock options are considered participating securities. Diluted net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding, including potential dilutive common shares assuming the dilutive effect of outstanding stock options using the treasury stock method. For purposes of this calculation, convertible preferred stock, stock options to purchase common stock and warrants to purchase common stock and convertible preferred stock are considered to be common stock equivalents and are excluded from the calculation of diluted net income (loss) per share of common stock if their effect is antidilutive.

Unaudited Pro Forma Net Loss per Share of Common Stock

In contemplation of our initial public offering, we have presented the unaudited pro forma basic and diluted net loss per share of common stock, which has been computed to give effect to the automatic conversion of all series of our convertible preferred stock into shares of common stock on a weighted-average basis. Also, the numerator in the pro forma basic and diluted net loss per common share calculation has been adjusted to remove the loss resulting from the remeasurement of the fair value of the convertible preferred stock warrant liability to fair value as if the conversion had occurred as of the beginning of the period.

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820)—Fair Value Measurements and Disclosures (ASU 2010-06), to add additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, and the activity in Level III fair value measurements. Certain provisions of this update will be effective for us in fiscal 2012 and we do not believe these provisions will have a material impact on our consolidated financial statements.

In December 2010, the FASB issued Accounting Standards Update No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic 805)—Business Combinations (ASU 2010-29), to improve consistency in how the pro forma disclosures are calculated. Additionally, ASU 2010-29 enhances the disclosure requirements and requires description of the nature and amount of any material, nonrecurring pro forma adjustments directly attributable to a business combination. ASU 2010-29 is effective for us in fiscal 2012 and should be applied prospectively to business combinations for which the acquisition date is after the effective date. Early adoption is permitted. We will adopt ASU 2010-29 in fiscal 2012 and do not believe it will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which requires an entity to present total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements and eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity.

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

ASU 2011-05 is effective for us in fiscal 2013 and retrospective adoption is required and early adoption is permitted. We do not believe that adoption of ASU 2011-05 will have a material impact on our consolidated financial statements.

In August 2011, the FASB issued Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”) to simplify how an entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 is effective for us in fiscal 2013 and early adoption is permitted. We will adopt ASU 2011-8 in fiscal 2013 and do not do not believe it will have a material impact on our consolidated financial statements.

2. Fair Value Measurements

We measure and report our cash equivalents, restricted cash and convertible preferred stock warrant liability at fair value. The following table sets forth the fair value of our financial assets and liabilities by level within the fair value hierarchy (in thousands):

	July 31, 2010
	Level I		Level II		Level III		Total
Financial Assets
Money market funds	$	4,928	$	—	$	—	$	4,928
Restricted cash		701		—		—		701
Total financial assets	$	5,629	$	—	$	—	$	5,629
Financial Liability
Convertible preferred stock warrant liability	$	—	$	—	$	265	$	265

	July 31, 2011
	Level I		Level II		Level III		Total
Financial Assets
Money market funds	$	1,938	$	—	$	—	$	1,938
Restricted cash		732		—		—		732
Total financial assets	$	2,670	$	—	$	—	$	2,670
Financial Liability
Convertible preferred stock warrant liability	$	—	$	—	$	398	$	398

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

	October 31, 2011
	Level I		Level II		Level III		Total
	(Unaudited)
Financial Assets
Money market funds	$	1,938	$	—	$	—	$	1,938
Restricted cash		732		—		—		732
Total financial assets	$	2,670	$	—	$	—	$	2,670
Financial Liability
Convertible preferred stock warrant liability	$	—	$	—	$	398	$	398

The following table sets forth a summary of the changes in the fair value of our Level III financial liabilities (in thousands):

	Years Ended July 31,						Three Months  Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
Fair value, beginning of period	$	—	$	—	$	265	$	265	$	398
Issuance of convertible preferred stock warrants		—		265		—		—		—
Change in fair value of Level III liabilities		—		—		133		16		—
Fair value, end of period	$	—	$	265	$	398	$	281	$	398

3. Balance Sheet Components

Allowance for Doubtful Accounts and Sales Returns Reserve

The allowances for doubtful accounts and sales returns consist of the following activity (in thousands):

	Balance at Beginning of Period		Charged to (Reversed From) Cost and Expenses			Recoveries (Deductions), Net			Balance at End of Period
Year ended July 31, 2009
Allowance for doubtful accounts	$	271	$	295		$	(182	)	$	384
Sales returns reserve	$	325	$	583		$	(477	)	$	431
Year ended July 31, 2010
Allowance for doubtful accounts	$	384	$	49		$	(71	)	$	362
Sales returns reserve	$	431	$	726		$	(451	)	$	706
Year ended July 31, 2011
Allowance for doubtful accounts	$	362	$	(47	)	$	(49	)	$	266
Sales returns reserve	$	706	$	(21	)	$	(412	)	$	273
Three months ended October 31, 2011
Allowance for doubtful accounts (unaudited)	$	266	$	57		$	(2	)	$	321
Sales returns reserve (unaudited)	$	273	$	(82	)	$	(26	)	$	165

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INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Inventory

Inventory consists of the following (in thousands):

	July 31,				October  31, 2011
	2010		2011
					(Unaudited)
Raw materials	$	—	$	70	$	70
Finished goods		1,583		1,436		1,678
Total inventory	$	1,583	$	1,506	$	1,748

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	July 31,				October  31, 2011
	2010		2011
					(Unaudited)
Prepaid expenses	$	1,999	$	2,339	$	1,890
Other current assets		272		1,493		1,736
Total prepaid expenses and other current assets	$	2,271	$	3,832	$	3,626

Property and Equipment, Net

Property and equipment, net consists of the following (in thousands):

	July 31,						October  31, 2011
	2010			2011
							(Unaudited)
Computer equipment and software	$	6,774		$	9,427		$	10,568
Furniture and fixtures		506			841			873
Leasehold improvements		701			1,809			1,809
		7,981			12,077			13,250
Less accumulated depreciation and amortization		(5,921	)		(6,990	)		(7,645	)
Total property and equipment, net	$	2,060		$	5,087		$	5,605

Depreciation and amortization expense during the years ended July 31, 2009, 2010 and 2011 and for the three months ended October 31, 2010 and 2011 amounted to $1.1 million, $928,000, $1.8 million, $341,000 and $655,000.

F-21

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following (in thousands):

	July 31,				October  31, 2011
	2010		2011
					(Unaudited)
Accrued expenses	$	1,308	$	1,937	$	2,377
Accounts payable		952		4,368		3,436
Accrued consulting and professional service fees		873		1,151		1,735
Accrued travel expenses		686		759		705
Other		1,171		1,284		1,343
Total accounts payable and accrued liabilities	$	4,990	$	9,499	$	9,596

Deferred Revenue, Net

Deferred revenue, net consists of the following (in thousands):

	July 31,				October  31, 2011
	2010		2011
					(Unaudited)
Deferred revenue:
Products and licenses	$	8,195	$	10,904	$	10,765
Services		35,897		52,750		56,057
Total deferred revenue		44,092		63,654		66,822
Deferred cost of revenue:
Products and licenses		1,202		1,473		1,481
Services		141		182		146
Total deferred cost of revenue		1,343		1,655		1,627
Total deferred revenue, net		42,749		61,999		65,195
Less current portion		31,006		44,094		46,528
Noncurrent portion	$	11,743	$	17,905	$	18,667

F-22

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

4. Other Income (Expense)

Other income (expense) is comprised of the following (in thousands):

	Years Ended July 31,									Three Months  Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Interest income (expense), net:
Interest income	$	36		$	13		$	40		$	7		$	12
Interest expense		(1	)		—			—			—			(1	)
Total interest income (expense), net		35			13			40			7			11
Other income (expense), net:
Foreign currency exchange losses		(108	)		(392	)		(588	)		(109	)		(188	)
Change in fair value of convertible preferred stock warrant liability		—			—			(133	)		(16	)		—
Other		10			22			(9	)		1			9
Total other income (expense), net		(98	)		(370	)		(730	)		(124	)		(179	)
Total other income (expense)	$	(63	)	$	(357	)	$	(690	)	$	(117	)	$	(168	)

5. Acquisitions

Netcordia Acquisition

On May 1, 2010, we acquired all of the outstanding stock of Netcordia, a company engaged in building appliances that allow IT administrators to automate network change, manage configurations, improve regulatory and policy compliance and audit network infrastructure. Netcordia was founded in 2000 and was located in Annapolis, Maryland. This acquisition provided us with potential synergy by combining technology in two adjacent categories (IP Address Management and Network Change and Configuration Management) and allowing us to deliver new capabilities in an emerging market driven by virtualization and cloud services.

We accounted for the Netcordia acquisition using the purchase method of accounting for business combinations. The acquisition agreement required that we issue 15% of our issued and outstanding capital stock on a fully diluted basis as consideration for the purchase of all Netcordia capital stock and any options or other rights to purchase securities of Netcordia.

The transaction was valued at $43.5 million, which included 4,807,631 shares of our common stock valued at $10.1 million, an aggregate of 12,734,005 shares of our Series F-1, F-2 and F-3 convertible preferred stock (collectively, “Series F”) valued at $29.6 million, assumed earned and vested options to purchase 845,000 shares of our common stock valued at $1.6 million, and warrants to purchase 1,009,471 shares of our common stock valued at $2.1 million. The value of all equity securities issued on the date of the acquisition was determined by management. The common stock issued in the acquisition was valued at $2.11 per share and the shares of Series F convertible preferred stock were valued between $2.29 and $2.34, depending on the liquidation preference of the Series F issued (see Note 9).

We assumed Netcordia options entitling the holders to purchase shares of our common stock at a weighted-average exercise price of $0.23 per share. The fair value of the assumed options, both vested and unvested, was

F-23

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

determined using the Black-Scholes option-pricing model with the following assumptions: zero dividend yield; expected volatility of 60%; a risk-free interest rate of 2.40%; and a weighted-average expected life of 4.43 years. The fair value of the assumed earned and vested options allocated to the purchase price was $1.6 million. The fair value of assumed unearned options was $1.3 million, which will be recognized as stock-based compensation over the period that the stock options are earned.

A summary of the total purchase price is as follows (in thousands):

Common stock	$	10,145
Series F convertible preferred stock		29,590
Fair value of earned and vested options issued		1,632
Common stock warrants		2,130
Total purchase price	$	43,497

The fair value of assets acquired and liabilities assumed was based on their estimated fair value as of May 1, 2010. The excess purchase price over those fair values was recorded as goodwill. The fair value assigned to intangible assets acquired was based on several factors, including valuations, estimates and assumptions.

The following table summarizes the fair value of assets acquired and liabilities assumed (in thousands):

Cash and cash equivalents	$	1,267
Accounts receivable, net		955
Other current assets		610
Property and equipment, net		373
Noncurrent assets		30
Other intangible assets:
Developed technology		3,700
Customer relationships		5,900
Trademarks		200
Non-compete agreements		1,500
Goodwill		32,064
Other accrued liabilities		(399	)
Deferred revenue		(2,438	)
Preferred stock warrant liability		(265	)
Total purchase price	$	43,497

Pursuant to the acquisition agreement, 10% of the aggregate common and Series F convertible preferred stock consideration was deposited in an escrow account as security for the satisfaction of indemnification claims, if any, made by us under the acquisition agreement. All of the consideration that was deposited in the escrow account was distributed to the Netcordia stockholders in May 2011.

Of the total purchase price, $11.3 million was allocated to identified intangible assets, including developed technology of $3.7 million, customer relationships of $5.9 million, trademarks of $200,000, and non-compete agreements of $1.5 million. We are amortizing these intangible assets on a straight-line basis over estimated

F-24

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

useful lives ranging between one to six years. Amortization expense for these intangible assets amounted to $700,000, $2.8 million, $708,000 and $708,000 during the years ended July 31, 2010 and 2011 and for the three months ended October 31, 2010 and 2011.

We recorded acquisition-related transaction costs of $600,000, which were included in general and administrative expenses during the year ended July 31, 2010 in the consolidated statements of operations.

Unaudited pro forma information

Supplemental information on an unaudited pro forma basis is presented below for the year ended July 31, 2010 (in thousands):

	Year Ended July 31,  2010
	(Unaudited)
Pro forma net revenue	$	108,097
Pro forma loss from operations		(466	)
Pro forma net loss	$	(2,169	)

The unaudited pro forma financial information combines the results of operations of Infoblox Inc. and Netcordia as if the acquisition of Netcordia had occurred as of the beginning of the year ended July 31, 2010, or August 1, 2009. The pro forma results include the business combination accounting effects resulting from the acquisition such as the amortization charges from acquired intangible assets. The pro forma information presented does not purport to present what the actual results would have been had the acquisition actually occurred on August 1, 2009, nor is the information intended to project results for any future period. Further, the unaudited pro forma information excludes any benefits that may result from the acquisition due to synergies that were derived from the elimination of duplicative costs.

We are not disclosing unaudited pro forma financial information for the year ended July 31, 2009 as it was determined to be impracticable because certain financial information for Netcordia is unavailable.

For the year ended July 31, 2010, we recognized net revenue of $859,000 and a net loss of $3.3 million from the operations of Netcordia in the consolidated statements of operations.

SolSoft Acquisition

On April 15, 2011, we acquired certain assets and certain liabilities of a company formerly named SolSoft S.A. (“SolSoft”) from LogLogic, Inc. (“LogLogic”). SolSoft was engaged in the design, deployment and documentation of security policies in single and multi-vendor networks. This acquisition provided us the ability to expand our product offerings into firewall products and software security. A member of our board of directors and representative of a venture capital firm stockholder was also a member of the board of directors of LogLogic.

We accounted for the SolSoft acquisition using the purchase method of accounting for business combinations. We paid cash consideration of $2.2 million. The fair value of assets acquired and liabilities assumed was based on their estimated fair value as of April 15, 2011. The excess purchase price over those fair values was recorded as goodwill. The fair value assigned to intangible assets acquired was based on several factors, including valuations, estimates and assumptions.

F-25

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The following table summarizes the fair value of assets acquired and liabilities assumed (in thousands):

Accounts receivable	$	297
Property and equipment, net		35
Other intangible assets:
Developed technology		1,160
Customer relationships		660
Goodwill		485
Other accrued liabilities		(109	)
Deferred revenue		(326	)
Total purchase price	$	2,202

Of the total purchase price, $1.8 million was allocated to identified intangible assets, including developed technology of $1.1 million and customer relationships of $0.7 million. We are amortizing these intangible assets on a straight-line basis over an estimated useful life of five to seven years. Amortization expense for these intangible assets amounted to $102,000 and $88,000 during the year ended July 31, 2011 and the three months ended October 31, 2011.

We recorded acquisition-related transaction costs of $349,000, which were included in general and administrative expenses during the year ended July 31, 2011 in the consolidated statements of operations.

The historical financial results of the company formerly named SolSoft were insignificant in relation to our consolidated net revenue and net loss. As such, we have not provided additional historical pro forma acquisition information.

Acquisition of Certain Patents from Avaya, Inc.

On January 27, 2011, we acquired certain patents from Avaya, Inc. to complement our existing network solutions and technology patents. We paid cash consideration of $1.0 million to acquire these patents. Under the terms of the patent purchase agreement, Avaya and its authorized affiliates retain a perpetual, unrestricted, royalty-free, non-exclusive right to the patents but are not allowed to distribute or sell products containing the technology covered by the patents to certain restricted companies. The acquisition of the patents has been accounted for as a purchase of an asset and, accordingly, the total purchase price has been allocated to the patents acquired based on their respective fair values on the acquisition date.

As a result of the acquisition, we recorded intangible assets of $1.0 million, which was comprised of the patents. We are amortizing the value of these patents on a straight-line basis over an estimated useful life of six years. Amortization expense for these patents amounted to $83,000 and $42,000 during the year ended July 31, 2011 and the three months ended October 31, 2011.

We recorded acquisition-related transaction costs of $15,000, which were included in general and administrative expenses during the year ended July 31, 2011 in the consolidated statements of operations.

F-26

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

6. Goodwill and Intangible Assets

Goodwill is generally not deductible for tax purposes. The changes in the carrying value of goodwill during the years ended July 31, 2009, 2010 and 2011 were as follows (in thousands):

Balance at July 31, 2008	$	177
Additions		—
Balance at July 31, 2009		177
Netcordia acquisition		32,064
Balance at July 31, 2010		32,241
SolSoft acquisition		485
Balance at July 31, 2011		32,726
Additions (unaudited)		—
Balance at October 31, 2011 (unaudited)	$	32,726

The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows (in thousands):

As of July 31, 2010	Amortization Period		Gross Value		Accumulated Amortization			Net Carrying Value		Weighted- Average Remaining Amortization Period
Developed technology		5 to 6 years	$	5,130	$	(1,016	)	$	4,114		5.20 years
Customer relationships		2 to 5 years		5,914		(309	)		5,605		4.75 years
Trademarks		6 years		200		(8	)		192		5.75 years
Non-compete agreements		1.5 years		1,500		(250	)		1,250		1.25 years
			$	12,744	$	(1,583	)	$	11,161		4.54 years

As of July 31, 2011	Amortization Period		Gross Value		Accumulated Amortization			Net Carrying Value		Weighted- Average Remaining Amortization Period
Developed technology		5 to 6 years	$	6,290	$	(1,992	)	$	4,298		4.48 years
Customer relationships		2 to 7 years		6,574		(1,518	)		5,056		4.11 years
Trademarks		6 years		200		(42	)		158		4.75 years
Non-compete agreements		1.5 years		1,500		(1,250	)		250		0.25 years
Patents		6 years		1,000		(83	)		917		5.50 years
			$	15,564	$	(4,885	)	$	10,679

F-27

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

As of October 31, 2011 (Unaudited)	Amortization Period		Gross Value		Accumulated Amortization			Net Carrying Value		Weighted- Average Remaining Amortization Period
Developed technology		5 to 6 years	$	6,290	$	(2,280	)	$	4,010		4.28 years
Customer relationships		2 to 7 years		6,574		(1,839	)		4,735		3.87 years
Trademarks		6 years		200		(50	)		150		4.50 years
Non-compete agreements		1.5 years		1,500		(1,500	)		—		—
Patents		6 years		1,000		(125	)		875		5.25 years
			$	15,564	$	(5,794	)	$	9,770

We recognized intangible asset amortization expense in the consolidated statements of operations as follows (in thousands):

	Years Ended July  31,						Three Months  Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
Cost of products and licenses revenue	$	286	$	440	$	1,059	$	226	$	330
Sales and marketing		7		553		2,243		553		579
Total intangible asset amortization expense	$	293	$	993	$	3,302	$	779	$	909

As of July 31, 2011, estimated amortization expense related to our identifiable acquisition-related intangible assets in future periods is as follows (in thousands):

	Estimated Amortization Expense
Years Ending July 31,
2012	$	2,862
2013		2,323
2014		2,323
2015		2,028
2016		903
Thereafter		240
Total	$	10,679

F-28

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

7. Commitments and Contingencies

Operating Leases

We have entered into noncancelable operating leases for facilities that expire at various dates through December 31, 2018. Rent under the agreements is expensed to operations on a straight-line basis over the terms of the leases. The aggregate future noncancelable minimum lease payments for our operating leases as of July 31, 2011 consist of the following (in thousands):

Years Ending July 31,	Operating Leases
2012	$	2,253
2013		1,637
2014		1,008
2015		946
2016		894
Thereafter		1,084
Total	$	7,822

Rent expense for all operating leases amounted to $1.2 million, $1.2 million, $1.8 million and $332,000 and $541,000 during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011.

In connection with leases for office space, we received from our lessors leasehold incentives of $714,000 during the year ended July 31, 2011 to make leasehold improvements to the leased properties. We have recorded the leasehold incentives as a leasehold improvement within property and equipment, net and as deferred rent within other liabilities on the consolidated balance sheets. The deferred rent liability is being amortized to rent expense over the terms of the leases on a straight-line basis. The leasehold improvements are being amortized to expense over the period from when the improvements were placed into service until the end of their respective useful lives, which is the end of the lease terms.

Contract Manufacturer Commitments

The independent contract manufacturer that provides substantially all of our manufacturing, repair and supply chain operations procures components and builds our products based on our forecasts. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and an analysis from our sales and marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate component supply, we may issue purchase orders to this independent contract manufacturer which may not be cancelable. As of July 31, 2011 and October 31, 2011, we had $981,000 and $2.9 million of open purchase orders with this independent contract manufacturer that may not be cancelable.

Additionally, we recorded a liability of $401,000 for non-cancelable purchase commitments to our contract manufacturer for inventory which we deemed as excess and obsolete at October 31, 2011. This amount is included in accounts payable and accrued liabilities in the consolidated balance sheet as of October 31, 2011 and recognized in products and licenses cost of revenue in the consolidated statements of operations for the three months ended October 31, 2011.

F-29

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Guarantees

We have entered into agreements with some of our customers that contain indemnification provisions relating to potential situations where claims could be alleged that our products infringe the intellectual property rights of a third party. We have at our option and expense the ability to repair any infringement, replace product with a non-infringing equivalent-in-function product, or refund our customers the unamortized value of the product based on its estimated useful life, typically five years. Other guarantees or indemnification arrangements include guarantees of product and service performance and standby letters of credit for lease facilities and corporate credit cards. We have not recorded a liability related to these indemnification and guarantee provisions, and our guarantees and indemnification arrangements have not had any significant impact on our consolidated financial statements to date.

Loss Contingencies

We are subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount can be reasonably estimated. We regularly evaluate current information available to management to determine whether such accruals should be adjusted and whether new accruals are required in the periods presented.

In addition, we may become involved in disputes, litigation and other legal actions in the normal course of business. We record a charge equal to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated. However, the actual liability in any such litigation may be materially different from our estimates, which could result in the need to record additional expenses. For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made. However, where a liability is reasonably possible and material, such matters have been disclosed.

Legal Proceedings

From time to time, we are involved in disputes, litigation and other legal actions, including the matter described below. We are aggressively defending our current litigation matters; however, the outcome of these matters is currently not determinable. There are many uncertainties associated with any litigation, and these actions or other third-party claims against us may cause us to incur costly litigation and/or substantial settlement charges. In addition, the resolution of any future intellectual property litigation may require us to make royalty payments, which could adversely affect gross margins in future periods.

On December 27, 2010, we filed a suit in the United States District Court for the Central District of California against BlueCat Networks (USA), Inc. and BlueCat Networks, Inc. (collectively “BlueCat”) for infringement of United States Patent No. 7,814,180. On February 18, 2011, we amended our complaint against BlueCat to add claims of infringement of three additional patents: United States Patent Nos. 6,374,295, 7,865,617 and 7,889,676. In our complaint, we assert that BlueCat’s infringement of these patents is willful, and that we seek treble damages, attorneys’ fees and a permanent injunction against BlueCat’s future infringement. The court has entered a scheduling order setting a deadline of March 5, 2012 for completion of fact discovery and scheduled trial for October 23, 2012. As of September 1, 2011, the parties were engaged in fact discovery and patent claim construction.

F-30

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

On June 24, 2011, BlueCat’s counsel informed us that BlueCat believes our NIOS appliances, products and services infringe U.S. Patent Nos. 6,532,217 and 6,098,098, or the ’217 and ’098 patents, and that it intends to assert those patents against us in the pending litigation, including seeking damages and an injunction. On August 22, 2011, the Court granted BlueCat’s motion for leave to amend its counterclaims in the action to add claims of infringement of the ’217 and ’098 patents. We have filed a motion to dismiss the counterclaims based on the pending Delaware action, scheduled to be heard on September 12, 2011.

On June 27, 2011, we filed a declaratory relief action against BlueCat in the United States District Court for the District of Delaware seeking a declaration that these patents are invalid and that we do not infringe any valid claim of either patent. On July 18, 2011, BlueCat filed a motion to transfer this litigation to the United States District Court for the Central District of California or, alternatively, to dismiss it. The court has not yet heard or ruled on this motion.

As of September 1, 2011, we were in the preliminary stages of investigating the patents asserted by BlueCat (See Note 17). We believe that we have meritorious defenses against BlueCat’s allegations, and we intend to defend against those allegations vigorously if and when they are asserted. Based on our investigation to date, we believe that our products do not infringe the BlueCat patents. However, we cannot currently predict the outcome of this dispute nor determine the amount or a reasonable range of potential loss, if any. We expect to incur substantial legal and other expenses in connection with our patent litigation with BlueCat.

8. Common Stock Reserved for Issuance

We had reserved shares of common stock, on an as-converted basis, for future issuance as follows:

	July 31, 2011		October 31, 2011
			(Unaudited)
Conversion of outstanding Series A convertible preferred stock		13,110		13,110
Conversion of outstanding Series B convertible preferred stock		24,329		24,329
Conversion of outstanding Series C convertible preferred stock		26,088,294		26,088,294
Conversion of outstanding Series D convertible preferred stock		16,332,746		16,332,746
Conversion of outstanding Series E convertible preferred stock		25,331,709		25,331,709
Conversion of outstanding Series F-1 convertible preferred stock		2,806,150		2,806,150
Conversion of outstanding Series F-2 convertible preferred stock		6,699,401		6,699,401
Conversion of outstanding Series F-3 convertible preferred stock		3,228,454		3,228,454
Outstanding convertible preferred stock warrants		169,517		169,517
Outstanding stock options		28,701,807		32,757,915
Outstanding common stock warrants		1,009,471		1,009,471
Shares reserved for future option grants		577,743		619,775
		110,982,731		115,080,871

9. Convertible Preferred Stock

In connection with our acquisition of Netcordia in May 2010, we issued an aggregate of 12,734,005 shares of our Series F-1, Series F-2 and Series F-3 convertible preferred stock, with an aggregate fair value of $29.6 million.

F-31

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Our convertible preferred stock as of July 31, 2011 and October 31, 2011 consisted of the following (in thousands, except for share amounts):

Convertible Preferred Stock	Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preferences
Series A		1,314		1,311	$	1,739	$	1,197
Series B		27,060		24,329		1,977		2,000
Series C		29,197,081		26,088,294		7,922		8,113
Series D		17,000,000		16,332,746		22,285		22,376
Series E		26,000,000		25,331,709		43,993		44,021
Series F-1		2,833,043		2,806,150		6,425		3,000
Series F-2		6,738,927		6,699,401		15,610		10,000
Series F-3		3,331,552		3,228,454		7,555		5,010
		85,128,977		80,512,394	$	107,506	$	95,717

We recorded the convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Shares of our convertible preferred stock are not currently redeemable. We classify the convertible preferred stock outside of stockholders’ deficit because, in the event of certain “liquidation events” that are not solely within our control (including merger, acquisition or sale of all or substantially all of our assets), the shares would become redeemable at the option of the holders. We did not adjust the carrying values of the convertible preferred stock to the deemed liquidation values of such shares since a liquidation event was not probable at any of the balance sheet dates. Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made only if and when it becomes probable that such a liquidation event will occur.

The holders of convertible preferred stock have various rights, preferences and privileges as follows:

Conversion Rights

Each share of convertible preferred stock is convertible at the option of the holder into the number of shares of common stock determined by dividing the original issue price by the applicable initial conversion price. The original issue price per share is $913.3379 for Series A, $82.20 for Series B, $0.310963148 for Series C, $1.37 for Series D, $1.7378 for Series E, $1.069080 for Series F-1, $1.492671 for Series F-2 and $1.551920 for Series F-3. The initial conversion price per share is $91.33379 for Series A, $82.20 for Series B, $0.310963148 for Series C, $1.37 for Series D, $1.7378 for Series E, $1.069080 for Series F-1, $1.492671 for Series F-2 and $1.551920 for Series F-3. At the current conversion prices, each share of Series A will convert at a rate of 10 shares of common stock for each share of Series A and the Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 shares will convert on a one-for-one basis into common stock, subject to adjustment for anti-dilution and other factors. Each share of convertible preferred stock will automatically convert into shares of common stock at the conversion price then in effect upon the earlier of (i) the closing of a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, in which the public offering price per share of common stock is not less than $4.11 per share and our gross proceeds are not less than $25.0 million in the aggregate, or (ii) the date specified by written consent or agreement of the holders of a majority of the then-outstanding shares of convertible preferred stock (voting together as a single class and not as a separate series, and on an as-converted to common stock basis).

F-32

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Voting Rights

Each share of convertible preferred stock has a number of votes equal to the number of shares of common stock into which it is convertible. The holders of the Series A and Series B convertible preferred stock, voting together as a single class on an as-converted to common stock basis, have the right to elect one director. The holders of the Series C convertible preferred stock have the right to elect one director. The holders of the Series D convertible preferred stock have the right to elect one director. The holders of the common stock have the right to elect two directors. The holders of the convertible preferred stock and common stock voting as a single class on an as-converted to common stock basis have the right to elect any remaining directors.

Liquidation Rights

In the event of any voluntary or involuntary liquidation, dissolution or winding up of Infoblox Inc., the holders of Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of common stock, amounts equal to the original issue price per share of Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3, respectively, plus all declared and unpaid dividends. If, upon the occurrence of such an event, the proceeds to be distributed among the holders of the preferred stock are insufficient to permit the payment to such holders of the full preferential amounts, then the entire amount legally available for distribution must be distributed ratably among the holders of the preferred stock in proportion to the full preferential amount that each such holder would otherwise have been entitled to receive had such proceeds been available.

After payment of the Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 liquidation preferences, the holders of common stock are entitled to receive all the remaining proceeds available for distribution to stockholders pro rata based on the number of shares of common stock that they hold.

Also, under an alternative payment provision, the holders of Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 would be entitled to receive the aggregate amount of consideration that they would have received had they converted all of their shares of convertible preferred stock into shares of common stock, at the then effective conversion rate, if that amount was greater than the amount calculated under the liquidation preferences.

A merger or consolidation of Infoblox Inc. into another entity in which the stockholders of Infoblox Inc. own less than 50% of the voting stock of the surviving company or the sale, transfer or lease of substantially all our assets would be deemed a liquidation, dissolution or winding up of Infoblox Inc.

Dividend Rights

The holders of each share of Series A, Series B, Series C, Series D, Series E, Series F-1, Series F-2 and Series F-3 are entitled to noncumulative dividends, as and if declared by our board of directors, at an annual rate equal to 8% of the original issue price per share, in preference to the declaration or payment of any dividend on common stock. After the payment of these dividends, any additional dividends or distributions would be distributed among all holders of common stock and convertible preferred stock in proportion to the number of shares of common stock that would be held by each holder if all shares of convertible preferred stock were converted to common stock at the then-effective conversion rates. No dividends had been declared through July 31, 2011.

F-33

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Redemption Rights

The outstanding shares of convertible preferred stock are not redeemable.

10. Convertible Preferred Stock Warrants

In connection with the Netcordia acquisition, in May 2010 we issued warrants to purchase 169,517 shares of our Series F convertible preferred stock to holders of Netcordia preferred stock warrants. The warrants expire between May 2013 and July 2018. As of July 31, 2010 and 2011 and October 31, 2010 and 2011, all of the Series F convertible preferred stock warrants remained outstanding.

We determined the fair value of the warrants during the years ended July 31, 2010 and 2011 using the Black-Scholes option-pricing model with the following assumptions:

	Years Ended July 31,		Three Months Ended October 31,
	2010	2011	2010	2011
			(Unaudited)
Expected term (in years)	3 – 8	2 – 7	3 – 8	2 – 7
Risk-free interest rate	2.5%	1.35% – 1.65%	1.35%	0.96%
Expected volatility	60%	60%	60%	56%
Dividend rate	0%	0%	0%	0%

The fair value of the convertible preferred stock warrant liability was estimated to be $265,000, $398,000 and $398,000 as of July 31, 2010 and 2011 and October 31, 2011. The change in the fair value of the convertible preferred stock warrants resulted in a loss of $0, $133,000, $16,000 and $0 during the years ended July 31, 2010 and 2011 and the three months ended October 31, 2010 and 2011, which is included in other income (expense), net in the consolidated statements of operations.

There have been no other issuances of convertible preferred stock warrants through the year ended July 31, 2011 and the three months ended October 31, 2010 and 2011.

11. Stock Option Plans

The total stock-based compensation recognized under the 2003 Stock Plan, 2005 Stock Plan and 2000 Stock Plan in the consolidated statements of operations is as follows (in thousands):

	Years Ended July 31,						Three Months  Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
Cost of revenue	$	102	$	146	$	283	$	58	$	99
Research and development		440		580		1,126		240		358
Sales and marketing		606		1,311		2,546		736		810
General and administrative		312		651		1,178		288		425
	$	1,460	$	2,688	$	5,133	$	1,322	$	1,692

F-34

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Determination of Fair Value

The estimated grant date fair value of all our equity-based awards was calculated using the Black-Scholes option-pricing model, based on the following assumptions:

	Years Ended July 31,									Three Months  Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Expected term (in years)		6.08			6.08			6.08			6.08			6.27
Risk-free interest rate		1.85	%		1.98	%		1.73	%		1.37	%		0.96	%
Expected volatility		70	%		60	%		60	%		60	%		56	%
Dividend rate		0	%		0	%		0	%		0	%		0	%

The fair value of each grant of stock options was determined by our board of directors using the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

Expected Term—The expected term represents the period that our stock-based awards are expected to be outstanding. For option grants that are considered to be “plain vanilla,” we determine the expected term using the simplified method as provided by the SEC. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, we estimate expected term using historical data on employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the option’s expected term.

Expected Volatility—Since we do not have a trading history of our common stock, the expected volatility was derived from the average historical stock volatilities of several unrelated public companies within our industry that we consider to be comparable to our business over a period equivalent to the expected term of the stock option grants.

Dividend Rate—The expected dividend was assumed to be zero as we have never paid dividends and have no current plans to do so.

Fair Value of Common Stock—The fair value of the shares of common stock underlying the stock options has historically been determined by our board of directors, with input from management. Because there has been no public market for our common stock, our board of directors has determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors, including valuations of comparable companies, sales of our convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of our capital stock and general and industry specific economic outlook. We have not granted stock options with an exercise price that is less than the fair value of the underlying common stock as determined at the time of grant by our board of directors. The fair value of the underlying common stock will be determined by our board of directors until such time as our common stock is listed on an established stock exchange or national market system.

Forfeiture Rate—We estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The impact from any forfeiture rate adjustment would be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from our estimates, we might be required to record adjustments to stock-based compensation in future periods.

F-35

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

2003 Stock Plan

In March 2003, our board of directors approved and we adopted the 2003 Stock Plan (the “2003 Plan”). Stock options granted under the 2003 Plan may be either incentive stock options (“ISOs”) or nonstatutory stock options (“NSOs”). ISOs may be granted to employees with exercise prices not less than the fair value of the common stock on the grant date as determined by the board of directors, and NSOs may be granted to employees, directors or consultants at exercise prices not less than 85% of the fair value of the common stock on the grant date as determined by the board of directors. If, at the time we grant an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Options may be granted with vesting terms as determined by the board of directors. Options expire no more than ten years after the date of grant or earlier if employment or service is terminated.

F-36

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

A summary of activity under the 2003 Plan and related information are as follows:

				Options Outstanding
	Shares Available for Grant			Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
									(In years)		(In thousands)
Outstanding as of July 31, 2008		3,373,603			17,136,776		$	0.53
Options granted		(2,500,375	)		2,500,375			0.57
Options exercised		—			(810,038	)		0.31
Common stock repurchased		20,159			—			0.56
Options canceled		1,123,677			(1,123,677	)		0.73
Outstanding as of July 31, 2009		2,017,064			17,703,436			0.53		6.90	$	2,689
Authorized		9,500,000			—
Options granted		(12,133,856	)		12,133,856			1.60
Options exercised		—			(2,081,741	)		0.37
Common stock repurchased		8,793			—			0.98
Options canceled		1,083,543			(1,083,543	)		1.04
Outstanding as of July 31, 2010		475,544			26,672,008			1.00		7.50		29,453
Authorized		5,300,000			—
Options granted		(6,645,324	)		6,645,324			2.82
Options exercised		—			(4,137,443	)		0.26
Common stock repurchased		7,500			—			0.98
Options canceled		1,344,604			(1,344,604	)		1.84
Outstanding as of July 31, 2011		482,324			27,835,285			1.51		7.67		47,635
Authorized (unaudited)		4,500,000			—
Options granted (unaudited)		(4,790,012	)		4,790,012			3.04
Options exercised (unaudited)		—			(318,601	)		1.42
Common stock repurchased (unaudited)		500			—			2.36
Options canceled (unaudited)		331,019			(331,019	)		2.30
Outstanding as of October 31, 2011 (unaudited)		523,831			31,975,677			1.73		7.82		42,414
Vested and expected to vest—July 31, 2011					25,264,771			1.46		7.55		44,477
Vested—July 31, 2011					13,787,627			0.91		6.42		31,846
Vested and expected to vest—October 31, 2011 (unaudited)					29,896,725			1.67		7.72		41,408
Vested—October 31, 2011 (unaudited)					14,764,418			0.97		6.39		30,618

The total estimated fair value for all stock-based compensation awards granted during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011 was $897,000, $11.1 million, $10.5 million, $1.7 million and $7.7 million. The weighted-average grant date fair value of options

F-37

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

granted during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011 was $0.36, $0.91, $1.58, $1.18 and $1.61 per share. The intrinsic value of options exercised during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011 was determined to be $440,000, $2.5 million, $11.5 million, $323,000 and $518,000.

As of July 31, 2010, 2011 and October 31, 2011, 124,451, 169,370 and 184,844 shares of common stock issued under the 2003 Plan remained subject to repurchase rights due to the early exercise of stock options. As of July 31, 2010, 2011 and October 31, 2011, our repurchase price relating to common stock subject to repurchase was $96,000, $209,000 and $301,000. These amounts are classified as other liabilities on the consolidated balance sheets. The exercise of these options has been included in the option activity table above.

The following table summarizes information about stock options outstanding and exercisable under the 2003 Plan as of July 31, 2011:

	Options Outstanding and Exercisable						Options Vested
Range of Exercise Price	Number of Shares Underlying Outstanding Options		Weighted- Average  Remaining Contractual Life		Weighted- Average Exercise  Price per Share		Number of Shares Underlying Exercisable Options		Weighted- Average Exercise Price per Share
			(In Years)
$0.04 – $0.54		2,138,476		4.03	$	0.33		2,138,059	$	0.33
$0.56		2,975,750		5.37		0.56		2,975,750		0.56
$0.57 – $0.71		3,372,103		7.35		0.63		2,100,314		0.63
$0.79 – $0.98		2,508,544		6.37		0.88		2,305,868		0.87
$1.12		1,056,365		6.61		1.12		922,962		1.12
$1.51		6,143,117		8.55		1.51		2,099,342		1.51
$2.11		4,721,642		8.82		2.11		1,222,796		2.11
$2.36		957,300		8.73		2.36		5,300		2.36
$3.11		1,442,207		9.61		3.11		9,850		3.11
$3.22		2,519,781		9.84		3.22		7,386		3.22
		27,835,285		7.67		1.51		13,787,627		0.91

F-38

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The following table summarizes information about stock options outstanding and exercisable under the 2003 Plan as of October 31, 2011 (unaudited):

	Options Outstanding and Exercisable						Options Vested
Range of Exercise Price	Number of Shares Underlying Outstanding Options		Weighted- Average  Remaining Contractual Life		Weighted- Average Exercise  Price per Share		Number of Shares Underlying Exercisable Options		Weighted- Average Exercise Price per Share
			(In Years)
$0.04 – $0.56		5,010,726		4.57	$	0.46		5,010,726	$	0.46
$0.57 – $0.71		3,304,458		7.19		0.64		2,232,824		0.63
$0.79 – $0.98		2,493,230		6.12		0.88		2,377,929		0.87
$1.12		1,050,427		6.36		1.12		981,146		1.12
$1.51		6,121,237		8.32		1.51		2,474,652		1.51
$2.11		4,611,017		8.73		2.11		1,553,271		2.11
$2.36		737,207		8.89		2.36		90,206		2.36
$3.04		4,740,012		9.85		3.04		26,428		3.04
$3.11		1,397,582		9.37		3.11		9,850		3.11
$3.22		2,509,781		9.58		3.22		7,386		3.22
		31,975,677		7.82		1.73		14,764,418		0.97

The total fair value of options vested during the year ended July 31, 2011 and the three months ended October 31, 2011 was $4.5 million and $1.2 million. As of July 31, 2011 and October 31, 2011, $13.8 million and $18.6 million of total unrecognized compensation cost related to stock options was expected to be recognized over a weighted-average period of 2.9 years and 3.1 years.

2005 Stock Plan

In connection with the acquisition of Netcordia, our board of directors approved and we adopted the 2005 Stock Plan (the “2005 Plan”) in May 2010. The 2005 Plan was established to assume all the outstanding Netcordia options at the closing of the acquisition.

Stock options granted under the 2005 Plan may be either ISOs or NSOs. ISOs may be granted to employees with exercise prices not less than the fair value of the common stock on the grant date as determined by the board of directors, and NSOs may be granted to employees, directors or consultants at exercise prices as determined by the board of directors. If, at the time we grant an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Options may be granted with vesting terms as determined by the board of directors. Options expire no more than ten years after the date of grant or earlier if employment or service is terminated.

F-39

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

A summary of activity under the 2005 Plan and related information are as follows:

				Options Outstanding
	Shares Available  for Grant			Number of Shares Underlying Outstanding Options			Weighted- Average Exercise  Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
									(In years)		(In thousands)
Outstanding as of July 31, 2009		—			—
Authorized		1,550,825			—
Options granted		(1,545,945	)		1,545,945		$	0.21
Options exercised		—			(56,093	)		0.20
Options canceled		25,240			(25,240	)		0.20
Outstanding as of July 31, 2010		30,120			1,464,612			0.20		7.46	$	2,784
Options exercised		—			(538,596	)		0.20
Options canceled		65,299			(65,299	)		0.22
Outstanding as of July 31, 2011		95,419			860,717			0.21		6.33		2,589
Options exercised (unaudited)		—			(81,932	)		0.21
Options canceled (unaudited)		525			(525	)		0.20
Outstanding as of October 31, 2011 (unaudited)		95,944			778,260			0.21		6.73		2,201
Vested and expected to vest—July 31, 2011					811,886			0.21		6.24		2,443
Vested—July 31, 2011					653,109			0.21		5.85		1,965
Vested and expected to vest—October 31, 2011 (unaudited)					764,496			0.21		6.71		2,162
Vested—October 31, 2011 (unaudited)					603,420			0.21		6.46		1,707

The total estimated fair value for all stock-based compensation awards granted during the year ended July 31, 2010 was $3.0 million. The weighted-average grant date fair value of options granted during the year ended July 31, 2010 was $1.92 per share. The intrinsic value of options exercised during the years ended July 31, 2010 and 2011 and the three months ended October 31, 2010 and 2011 was determined to be $112,000, $1.2 million, $201,000 and $232,000.

F-40

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The following table summarizes information about stock options outstanding and exercisable under the 2005 Plan as of July 31, 2011:

	Options Outstanding						Options Exercisable
Exercise Price	Number of Shares  Underlying Outstanding Options		Weighted-Average Remaining Contractual Life		Weighted- Average Exercise Price per Share		Number of Shares Underlying Exercisable Options		Weighted- Average Exercise  Price per Share
			(In Years)
$0.20		659,930		6.20	$	0.20		515,231	$	0.20
$0.25		200,537		6.78		0.25		137,628		0.25
$0.49		250		5.24		0.49		250		0.49
		860,717		6.33		0.21		653,109		0.21

The following table summarizes information about stock options outstanding and exercisable under the 2005 Plan as of October 31, 2011 (unaudited):

	Options Outstanding						Options Exercisable
Exercise Price	Number of Shares Underlying Outstanding Options		Weighted-Average Remaining Contractual Life		Weighted- Average Exercise Price per Share		Number of Shares Underlying Exercisable Options		Weighted- Average Exercise  Price per Share
			(In Years)
$0.20		591,924		6.64	$	0.20		467,345	$	0.20
$0.25		186,086		7.04		0.25		135,825		0.25
$0.49		250		4.98		0.49		250		0.49
		778,260		6.73		0.21		603,420		0.21

The total fair value of options vested in the 2005 Plan and recognized as post business combination stock-based compensation during the year ended July 31, 2010 was $360,000. The total fair value of options vested during the year ended July 31, 2011 and the three months ended October 31, 2011 was $513,000 and $66,000. As of July 31, 2011 and October 31, 2011, $358,000 and $296,000 of total unrecognized compensation cost related to stock options was expected to be recognized over the remaining weighted average vesting period of the options of 1.7 years and 1.6 years.

2000 Stock Plan

In April 2000, our board of directors approved and we adopted the 2000 Stock Plan (the “2000 Plan”). It was subsequently amended on April 4, 2003.

Stock options granted under the 2000 Plan may be either ISOs or NSOs. ISOs may be granted to employees with exercise prices not less than the fair value of the common stock on the grant date as determined by the board of directors, and NSOs may be granted to employees, directors or consultants at exercise prices as determined by the board of directors. If, at the time we grant an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the exercise price must be at least 110% of the fair value of the common stock on the grant date as determined by the board of directors. Options may be granted with vesting terms as determined by the board of directors. Options expire no more than ten years after the date of grant or earlier if employment or service is terminated.

F-41

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

A summary of activity under the 2000 Plan and related information are as follows:

				Options Outstanding
	Shares Available for Grant			Number of Shares Underlying Outstanding Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
									(In years)		(In thousands)
Outstanding as of July 31, 2008		15,307			7,012		$	76.10
Options canceled		393			(393	)		67.09
Outstanding as of July 31, 2009		15,700			6,619			76.63		2.58	$	—
Options canceled		654			(654	)		88.29
Options expired		(16,354	)		—
Outstanding as of July 31, 2010		—			5,965			75.35		1.79		—
Options cancelled		—			(160	)		61.65
Outstanding as of July 31, 2011		—			5,805			75.73		0.82		—
Options cancelled (unaudited)		—			(1,827	)		61.65
Outstanding as of October 31, 2011 (unaudited)		—			3,978			82.20		0.92		—

The following table summarizes information about stock options outstanding and exercisable under the 2000 Plan as of July 31, 2011:

	Options Outstanding and Exercisable
Exercise Price	Number of  Shares Underlying Outstanding and Exercisable Options		Weighted-Average Remaining Contractual Life		Weighted- Average Exercise Price per Share
			(In Years)
$61.65		1,827		0.05	$	61.65
$82.20		3,978		1.17		82.20
		5,805		0.82		75.73

The stock options outstanding under the 2000 Plan as of October 31, 2011 consisted of 3,978 options with an exercise price of $82.20 per share and an average remaining contractual term of 0.92 year.

12. Common Stock Warrants

In connection with the Netcordia acquisition on May 1, 2010, we issued warrants to purchase 1,009,471 shares of our common stock at $0.02 per share to the holders of the Netcordia common stock warrants. The warrants are immediately exercisable.

We determined the fair value of the warrants on the date of issuance to be $2.1 million or $2.11 per share, as determined by the Black-Scholes option-pricing model using the following assumptions: zero dividend yield; expected volatility of 60%; a risk-free interest rate of 2.5%; and a weighted-average contractual term of 8 years. All of these warrants were fully vested at the time of grant and were recorded in the purchase price allocation.

F-42

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

13. Net Income (Loss) per Share of Common Stock

The following table sets forth the computation of our basic and diluted net income (loss) per share of common stock (in thousands, except for share and per share amounts):

	Years Ended July 31,									Three Months Ended October 31,
	2009			2010			2011			2010			2011
										(Unaudited)
Numerator:
Basic:
Net income (loss)	$	(10,416	)	$	6,988		$	(5,322	)	$	206		$	(1,769	)
8% noncumulative dividends on convertible preferred stock		—			(6,580	)		—			(206	)		—
Undistributed earnings allocated to convertible preferred stock		—			(307	)		—			—			—
Net income (loss) attributable to common stockholders, basic	$	(10,416	)	$	101		$	(5,322	)	$	—		$	(1,769	)
Diluted:
Net income (loss) attributable to common stockholders, basic	$	(10,416	)	$	101		$	(5,322	)	$	—		$	(1,769	)
Undistributed earnings re-allocated to common stock		—			23			—			—			—
Net income (loss) attributable to common stockholders	$	(10,416	)	$	124		$	(5,322	)	$	—		$	(1,769	)
Denominator:
Basic:
Weighted-average common shares used in computing net income (loss) per share of common stock, basic		20,899,345			23,302,547			29,800,085			28,535,022			33,109,569
Diluted:
Weighted-average common shares used in computing net income (loss) per share of common stock, basic		20,899,345			23,302,547			29,800,085			28,535,022			33,109,569
Add weighted-average effect of dilutive securities:
Stock options		—			7,291,570			—			11,349,912			—
Common stock warrants		—			248,525			—			997,510			—
Weighted-average shares used in computing net income (loss) per share of common stock, diluted		20,899,345			30,842,642			29,800,085			40,882,444			33,109,569
Net income (loss) per share of common stock:
Basic	$	(0.50	)	$	0.00		$	(0.18	)	$	0.00		$	(0.05	)
Diluted	$	(0.50	)	$	0.00		$	(0.18	)	$	0.00		$	(0.05	)

F-43

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net income (loss) per share of common stock for the periods presented because including them would have been antidilutive:

	Years Ended July 31,						Three Months Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
Stock options to purchase common stock		18,226,763		5,633,866		28,946,631		10,779,645		31,055,329
Common stock warrants		—		—		1,009,471		—		1,009,471
Convertible preferred stock		67,778,389		80,512,394		80,512,394		80,512,394		80,512,394
Convertible preferred stock warrants		—		42,728		169,517		169,517		169,517

The following table sets forth the computation of our unaudited pro forma basic and diluted net loss per share of common stock during the year ended July 31, 2011 (in thousands, except for share and per share amounts):

	Year Ended July 31, 2011			Three Months Ended October 31, 2011
	(Unaudited)
Net loss attributable to common stockholders	$	(5,322	)	$	(1,769	)
Change in fair value of convertible preferred stock warrant liability		133			—
Net loss used in computing pro forma net loss per share of common stock, basic and diluted	$	(5,189	)	$	(1,769	)
Weighted-average shares used in computing net loss per share of common stock, basic and diluted		29,800,085			33,109,569
Pro forma adjustment to reflect assumed conversion of convertible preferred stock		80,524,193			80,524,193
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted		110,324,278			113,633,762
Pro forma net loss per share, basic and diluted	$	(0.05	)	$	(0.02	)

14. Income Taxes

Our geographical breakdown of income (loss) before provision for income taxes for the years ended July 31, 2009, 2010, and 2011 is as follows (in thousands):

	Years Ended July 31,
	2009			2010			2011
Domestic	$	(10,875	)	$	8,190		$	(5,218	)
International		735			(191	)		698
Income (loss) before provision for income taxes	$	(10,140	)	$	7,999		$	(4,520	)

F-44

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The components of the provision for income taxes are as follows (in thousands):

	Years Ended July 31,
	2009		2010		2011
Current:
Federal	$	—	$	243	$	163
State		19		431		381
Foreign		257		337		327
Total current		276		1,011		871
Deferred:
Federal		—		—		—
State		—		—		—
Foreign		—		—		(69	)
Total deferred		—		—		(69	)
Total provision for income taxes	$	276	$	1,011	$	802

The reconciliation of the statutory federal income tax and our effective income tax is as follows (in thousands):

	Years Ended July 31,
	2009			2010			2011
Tax at statutory federal rate	$	(3,549	)	$	2,800		$	(1,582	)
State tax—net of federal benefit		12			280			248
Foreign rate differential		—			404			(58	)
Change in valuation allowance		2,890			(1,340	)		821
Stock compensation and other permanent items		1,166			(1,379	)		1,241
Other		(243	)		246			132
Provision for income taxes	$	276		$	1,011		$	802

F-45

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

The components of the deferred tax assets, net are as follows (in thousands):

	July 31,
	2010			2011
Deferred tax assets:
Net operating loss carryforwards	$	33,682		$	32,327
U.S. tax credit carryforwards		5,988			3,237
Deferred revenue		3,338			4,604
Accruals, reserves and other		1,419			2,740
Stock compensation		377			1,490
Depreciation		78			—
Gross deferred tax asset		44,882			44,398
Valuation allowance		(40,779	)		(40,518	)
Total deferred tax asset		4,103			3,880
Deferred tax liabilities:
Other fixed assets depreciation		—			(926	)
Other identified intangibles		(4,103	)		(2,885	)
Total deferred tax liability		(4,103	)		(3,811	)
Net deferred tax assets	$	—		$	69

As of July 31, 2011, we reduced the amount of federal and California research and development tax credit carryforwards based on analyses substantially completed during the fiscal year. The reductions do not have a material impact on the financial statements due to the full valuation allowance recorded against the corresponding deferred tax assets.

Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Based upon the weight of available evidence, which includes our historical operating performance and the recorded cumulative net losses in prior fiscal periods, we recorded a full valuation allowance of $40.8 million and $40.5 million against the net U.S. deferred tax assets as of July 31, 2010 and 2011. The net valuation allowance increased (decreased) by $3.5 million, $(1.1) million and $(0.3) million during the years ended July 31, 2009, 2010 and 2011. We intend to maintain a valuation allowance against the U.S. deferred tax assets until sufficient positive evidence exists to support reversal.

As of July 31, 2011, we had U.S. federal net operating loss carryforwards of $85.3 million and California net operating loss carryforwards of $44.1 million. The federal net operating loss carryforwards will expire at various dates beginning in the year ending July 31, 2022 if not utilized. The California net operating loss carryforwards will expire at various dates beginning in the year ending July 31, 2013 if not utilized. Additionally, as of July 31, 2011, we had U.S. federal and California research and development credit carryforwards of $2.6 million and $1.6 million. The federal credit carryforwards will begin to expire at various dates beginning in 2023 while the California credit carryforwards can be carried over indefinitely.

Net operating losses of approximately $3.9 million have not been included in the table above as these net operating losses are attributable to excess tax benefits associated with share-based payment grants. These benefits will not be recognized in the financial statements until they result in a reduction in taxes on a tax return. When recognized in the financial statements, the tax benefit will be recorded to stockholders’ deficit. During the year ended July 31, 2011, we recognized approximately $0.1 million of excess tax benefits which resulted in a credit to stockholders’ deficit.

F-46

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

Our policy with respect to our undistributed foreign subsidiaries’ earnings is to consider those earnings to be indefinitely reinvested and, accordingly, no related provision for U.S. federal and state income taxes has been provided. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes in the various countries. At July 31, 2011, the undistributed earnings approximated $0.9 million. The determination of the future tax consequence of the remittance of these earnings is not practicable.

Utilization of our net operating loss and credit carryforwards may be subject to a substantial annual limitation provided for in the Internal Revenue Code and similar state codes. Such annual limitation could result in the expiration of net operating loss and credit carryforwards before utilization. We do not believe that such limitation rules will have a material impact on the financial statements.

The income tax provision for the three months ended October 31, 2011, was computed on our annual forecast of profit and losses by jurisdiction for the tax year ending July 31, 2012. Our estimated annual effective tax rate is based on our expectation that we will record a valuation allowance that will offset the potential tax benefit of certain U.S. tax losses and credit carryforwards generated during fiscal 2012. The provision for income taxes for the three months ended October 31, 2011 was $435,000 compared to a $123,000 provision for income taxes for the three months ended October 31, 2010. The increase was primarily due to higher foreign income taxes and lower federal and state taxes. For the three months ended October 31, 2011, our provision for income taxes differed from the statutory amount primarily due to U.S. and foreign taxes currently payable and no benefit for current year losses due to maintaining a full valuation allowance against the U.S. net deferred tax assets. For the three months ended October 31, 2010, the provision for income taxes was greater than the statutory amount due to higher federal and state taxes offset by lower foreign income taxes.

Uncertain Tax Positions

As of July 31, 2011, we had gross unrecognized tax benefits of $1.0 million, none of which would impact the effective tax rate if realized during the year due to our full valuation allowance position. We have not accrued interest and penalties related to unrecognized tax benefits reflected in the consolidated financial statements during the years ended July 31, 2009, 2010 and 2011. Our policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items in income tax expense.

The following table summarizes the activity related to the unrecognized tax benefits (in thousands):

	Years Ended July 31,
	2009		2010		2011
Gross unrecognized tax benefits beginning balance	$	477	$	665	$	791
Decreases related to tax positions from prior years		—		—		(34	)
Increases related to tax positions taken during current year		188		126		241
Gross unrecognixed tax benefits	$	665	$	791	$	998

These amounts are related to certain deferred tax assets with a corresponding valuation allowance. If recognized, the impact on our effective tax rate would not be material due to the full valuation allowance.

F-47

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

We believe that there will not be any significant changes in our unrecognized tax benefits in the next 12 months.

We are subject to taxation in the United States, various states and several foreign jurisdictions. All tax years remain open and are subject to examinations by the appropriate governmental agencies in all of the jurisdictions where we file tax returns. We are not currently under examination in any major jurisdiction.

15. Segment Information

We operate as one reportable segment. The following table represents net revenue based on the customer’s location, as determined by the customer’s shipping address (in thousands):

	Years Ended July 31,						Three Months Ended October 31,
	2009		2010		2011		2010		2011
							(Unaudited)
Americas	$	36,952	$	62,620	$	82,730	$	17,978	$	24,856
Europe, Middle East and Africa		18,520		29,266		35,190		7,927		8,803
Asia Pacific		6,241		10,282		14,915		3,272		5,696
	$	61,713	$	102,168	$	132,835	$	29,177	$	39,355

Included within the Americas total in the above table is revenue from sales in the U.S. of $35.6 million, $60.3 million, $77.7 million, $16.6 million and $22.5 million during the years ended July 31, 2009, 2010 and 2011 and the three months ended October 31, 2010 and 2011. Aside from the U.S., no other country comprised 10% of our net revenue for the years ended July 31, 2009, 2010 or 2011 or the three months ended October 31, 2010 and 2011.

Our property and equipment, net by location is summarized as follows (in thousands):

	July 31,				October  31, 2011
	2010		2011
					(Unaudited)
Americas	$	1,966	$	4,859	$	5,295
Europe, Middle East and Africa		53		87		127
Asia Pacific		41		141		183
	$	2,060	$	5,087	$	5,605

Included within the Americas total in the above table is property and equipment, net in the U.S. of $1.9 million, $4.7 million and $4.9 million as of July 31, 2010 and 2011 and October 31, 2011.

16. Subsequent Events

For our consolidated financial statements as of July 31, 2010 and 2011 and for each of the three years ended July 31, 2011, we evaluated subsequent events through September 1, 2011, the date at which the consolidated financial statements were issued.

F-48

INFOBLOX INC.

Notes to Consolidated Financial Statements (continued)

Years Ended July 31, 2009, 2010 and 2011

and the Three Months Ended October 31, 2010 and 2011 (unaudited)

17. Subsequent Events (Unaudited)

For our consolidated financial statements as of October 31, 2011 and for the three month periods ended October 31, 2010 and 2011, we evaluated subsequent events through January 6, 2012, the date at which the interim consolidated financial statements were issued.

Legal Proceedings

On December 15, 2011, we and BlueCat entered into a settlement agreement pursuant to which all claims asserted in the multiple patent litigations between us and BlueCat, referred to herein as the “BlueCat Litigation,” were dismissed without prejudice and the parties released claims of any past, present or future infringement of the patents asserted in the BlueCat Litigation and any patents related thereto. The settlement agreement also provides that, among other things, the parties will not commence patent litigation against each other on any other patents until at least December 15, 2016, and no damages will accrue related to the infringement of any patents through that date. There can be no assurance that patent litigation between the parties will not occur in the future. In addition, a party may reassert the claims of infringement it released under the settlement agreement (and seek past damages) if the other party commences patent litigation against that party after December 15, 2016, and the settlement agreement also would terminate if a third party asserts a claim for infringement of any patent released under the settlement agreement.

F-49

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders

Netcordia, Inc.

We have audited the accompanying consolidated balance sheets of Netcordia, Inc. (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Netcordia, Inc. at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Jose, California

October 29, 2010

F-50

NETCORDIA, INC.

Consolidated Balance Sheets

(In thousands, except share and per share data)

	December 31,						March  31, 2010
	2008			2009
							(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	7,240		$	6,505		$	5,166
Accounts receivable		2,054			1,412			2,471
Inventory		103			98			62
Prepaid expenses and other current assets		363			316			513
Total current assets		9,760			8,331			8,212
Property and equipment, net		611			488			433
Loan fees and deferred financing costs, net of accumulated amortization		123			57			32
Deposits		30			30			30
TOTAL ASSETS	$	10,524		$	8,906		$	8,707
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	235		$	273		$	909
Accrued compensation		512			552			577
Deferred margin, current portion		2,649			4,298			5,631
Long-term debt, current portion		616			608			942
Accrued expenses and other liabilities		272			178			325
Total current liabilities		4,284			5,909			8,384
Convertible preferred stock warrant liability		87			275			266
Deferred margin, noncurrent portion		2,234			6,033			6,126
Long-term debt, net of current portion		1,731			1,650			1,333
Total liabilities		8,336			13,867			16,109
Commitments and contingencies (Note 6)
Convertible preferred stock, par value $0.001 per share—20,513,200 shares authorized as of December 31, 2008, 2009 and March 31, 2010 (unaudited):
Series A—7,179,260 designated shares ; 7,111,111 shares issued and outstanding as of December 31, 2008, 2009 and March 31, 2010 (unaudited); aggregate liquidation preference value of $3,000 as of December 31, 2008, 2009 and March 31, 2010 (unaudited)		2,965			2,965			2,965
Series B—8,352,083 designated shares ; 8,303,095 shares issued and outstanding as of December 31, 2008, 2009 and March 31, 2010 (unaudited); aggregate liquidation preference value of $10,000 as of December 31, 2008, 2009 and March 31, 2010 (unaudited)		9,941			9,941			9,941
Series B1—4,981,857 designated shares ; 4,160,103 shares issued and outstanding as of December 31, 2008, 2009 and March 31, 2010 (unaudited); aggregate liquidation preference value of $5,010 as of December 31, 2008, 2009 and March 31, 2010 (unaudited)		4,912			4,912			4,912
Total convertible preferred stock		17,818			17,818			17,818
STOCKHOLDERS’ DEFICIT:
Common stock, par value $0.001 per share—45,000,000 shares authorized as of December 31, 2008, 2009 and March 31, 2010 (unaudited); 7,799,751, 9,036,304 and 9,346,372 shares issued and outstanding as of December 31, 2008, 2009 and March 31, 2010 (unaudited)		8			9			9
Series A1 convertible preferred stock, par value $0.001 per share—1,248,948 shares authorized; 1,248,948 shares issued and outstanding as of December 31, 2008, 2009 and March 31, 2010 (unaudited)		1			1			1
Additional paid-in capital		1,066			1,218			1,275
Accumulated other comprehensive income (loss)		(5	)		2			(2	)
Accumulated deficit		(16,700	)		(24,009	)		(26,503	)
Total stockholders’ deficit		(15,630	)		(22,779	)		(25,220	)
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT	$	10,524		$	8,906		$	8,707

The accompanying notes are an integral part of these consolidated financial statements.

F-51

NETCORDIA, INC.

Consolidated Statements of Operations

(In thousands)

	Years Ended December 31,						Three Months Ended March 31,
	2008			2009			2009			2010
							(Unaudited)
Revenues	$	9,330		$	8,527		$	2,132		$	2,130
Cost of revenues		743			723			146			173
Gross profit		8,587			7,804			1,986			1,957
Operating expenses:
Research and development		3,000			3,345			824			929
Sales and marketing		8,622			9,094			2,285			2,209
General and administrative		1,995			2,218			561			1,229
Total operating expenses		13,617			14,657			3,670			4,367
Loss from operations		(5,030	)		(6,853	)		(1,684	)		(2,410	)
Other income (expense):
Investment income		124			75			22			2
Interest expense		(81	)		(514	)		(122	)		(61	)
Financing costs		(363	)		—			—			—
Other expense		(7	)		(6	)		(3	)		—
Total other income (expense)		(327	)		(445	)		(103	)		(59	)
Loss before provision for income taxes		(5,357	)		(7,298	)		(1,787	)		(2,469	)
Provision for income taxes		9			11			—			25
Net loss	$	(5,366	)	$	(7,309	)	$	(1,787	)	$	(2,494	)

The accompanying notes are an integral part of these consolidated financial statements.

F-52

NETCORDIA, INC.

Consolidated Statements of Convertible Preferred Stock and Stockholders Deficit

(In thousands, except share data)

	Convertible Preferred Stock												Common Stock				Convertible Series A1 Preferred Stock				Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Deficit
	Series A				Series B				Series B1
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Balance at December 31, 2007		7,111,111	$	2,965		8,303,095	$	9,941		—	$	—		6,590,315	$	7		1,248,948	$	1	$	554	$	—		$	(11,334	)	$	(10,772	)
Issuance of common stock		—		—		—		—		—		—		1,209,436		1		—		—		98		—			—			99
Issuance of Series B1 convertible preferred stock		—		—		—		—		4,160,103		4,912		—		—		—		—		—		—			—			—
Issuance of common stock warrants in connection with Series B1 preferred stock offering		—		—		—		—		—		—		—		—		—		—		363		—			—			363
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		51		—			—			51
Comprehensive loss:
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—		—		—		(5	)		—			(5	)
Net loss		—		—		—		—		—		—		—		—		—		—		—		—			(5,366	)		(5,366	)
Total comprehensive loss																														(5,371	)
Balance at December 31, 2008		7,111,111		2,965		8,303,095		9,941		4,160,103		4,912		7,799,751		8		1,248,948		1		1,066		(5	)		(16,700	)		(15,630	)
Issuance of common stock		—		—		—		—		—		—		1,236,553		1		—		—		85		—			—			86
Stock-based compensation		—		—		—		—		—		—		—		—		—		—		67		—			—			67
Comprehensive loss:
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—		—		—		7			—			7
Net loss		—		—		—		—		—		—		—		—		—		—		—		—			(7,309	)		(7,309	)
Total comprehensive loss																														(7,302	)
Balance at December 31, 2009		7,111,111		2,965		8,303,095		9,941		4,160,103		4,912		9,036,304		9		1,248,948		1		1,218		2			(24,009	)		(22,779	)
Issuance of common stock (unaudited)		—		—		—		—		—		—		310,068		—		—		—		25		—			—			25
Stock-based compensation (unaudited)		—		—		—		—		—		—		—		—		—		—		32		—			—			32
Comprehensive loss (unaudited):
Foreign currency translation adjustment (unaudited)		—		—		—		—		—		—		—		—		—		—		—		(4	)		—			(4	)
Net loss (unaudited)		—		—		—		—		—		—		—		—		—		—		—		—			(2,494	)		(2,494	)
Total comprehensive loss (unaudited)																														(2,498	)
Balance at March 31, 2010 (unaudited)		7,111,111		2,965		8,303,095		9,941		4,160,103		4,912		9,346,372	$	9		1,248,948	$	1	$	1,275	$	(2	)	$	(26,503	)	$	(25,220	)

The accompanying notes are an integral part of these consolidated financial statements.

F-53

NETCORDIA, INC.

Consolidated Statements of Cash Flows

(In thousands)

	Years Ended December 31,						Three Months Ended March 31,
	2008			2009			2009			2010
							(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,366	)	$	(7,309	)	$	(1,787	)	$	(2,494	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		389			487			113			121
Stock-based compensation		51			67			14			32
Increase (decrease) in fair value of warrant liability		(58	)		188			44			(9	)
Gain on sale of investment		—			(30	)		—			—
Issuance of common stock warrants		363			—			—			—
Loss on disposal of equipment		1			—			—			—
Changes in operating assets and liabilities:
Accounts receivable		(1,259	)		642			(685	)		(1,059	)
Inventory		46			4			(37	)		36
Prepaid expenses and other current assets		(53	)		47			(118	)		(197	)
Accounts payable		(34	)		38			263			636
Accrued compensation		236			40			75			25
Accrued expenses and other current liabilities		23			(93	)		18			147
Deferred margin		3,009			5,448			1,834			1,426
Net cash used in operating activities		(2,652	)		(471	)		(266	)		(1,336	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of investment		—			30			—			—
Purchase of property and equipment		(74	)		(195	)		(12	)		—
Net cash used in investing activities		(74	)		(165	)		(12	)		—
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable		(124	)		(192	)		(44	)		(24	)
Proceeds from issuance of common stock		99			86			—			25
Proceeds from issuance of convertible preferred stock, net of costs		4,912			—			—			—
Principal borrowings on growth capital financing, net of costs		1,965			—			—			—
Net cash provided by (used in) financing activities		6,852			(106	)		(44	)		1
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(5	)		7			1			(4	)
NET INCREASE (DECREASE) IN CASH		4,121			(735	)		(321	)		(1,339	)
CASH—Beginning of period		3,119			7,240			7,240			6,505
CASH—End of period	$	7,240		$	6,505		$	6,919		$	5,166
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	60		$	219		$	54		$	35
Cash paid for income taxes	$	9		$	11		$	—		$	—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchases of property and equipment included in liabilities	$	238		$	104		$	50		$	40

The accompanying notes are an integral part of these consolidated financial statements.

F-54

Netcordia, Inc.

Notes to Consolidated Financial Statements

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

1. Description of the Business and Summary of Significant Accounting Policies

Business

Netcordia, Inc. (the “Company”) was incorporated in 2000 pursuant to the laws of the State of Maryland. During 2005, the Company reincorporated in the State of Delaware. The Company engages in the design, development, manufacture and marketing of network management software and appliances and is the creator of the NetMRI Family of Network Analysis Products, which it sells and maintains worldwide.

The Company’s operations are subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, regulatory, and other risks associated with an emerging business.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements and disclosures in conformity with U.S. generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of commitments and contingencies. The Company bases its estimates and judgments on its historical experience, knowledge of current conditions, and its belief of what could occur in the future, given available information. Estimates are used for, but not limited to, accounting for revenue, the allowance for doubtful accounts, product warranties, inventory valuation, stock-based compensation, useful lives of property and equipment, and accrued liabilities. Actual results may differ from these estimates.

Unaudited Interim Financial Information

The accompanying interim consolidated balance sheet as of March 31, 2010, the interim consolidated statements of operations and cash flows for the three months ended March 31, 2009 and 2010 and the interim consolidated statement of convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2010 are unaudited. The unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, that we believe are necessary to present fairly the consolidated balance sheet as of March 31, 2010 and the consolidated results of operations, and cash flows for the three months ended March 31, 2009 and 2010 and convertible preferred stock and stockholders’ deficit for the three months ended March 31, 2010. The consolidated financial data disclosed in these notes to the consolidated financial statements related to the three months ended March 31, 2009 and 2010 are also unaudited. The consolidated results of operations during the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the entire year ending December 31, 2009 or for any other future annual or interim period.

F-55

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

Concentration of Credit Risk

As of December 31, 2008, 2009 and March 31, 2010 and at various times during the periods presented, the Company maintained cash-in-bank balances in excess of the federally insured limits. Amounts in excess of insured limits as of December 31, 2008, 2009 and March 31, 2010 totaled $7.0 million, $5.6 million and $4.9 million (unaudited).

Fair Value Measurements

The fair value of financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The Company follows a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

• Level I—quoted prices in active markets for identical assets and liabilities.

• Level II—observable inputs other than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level III—unobservable inputs. The Company has issued warrants which are liabilities and are remeasured at fair value on a recurring basis.

Cash

Cash includes interest-earning cash accounts in banks.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for returns and doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. No allowance was deemed necessary as of December 31, 2008, 2009 and March 31, 2010 (unaudited).

Inventory

Inventory consists of unsold units and licenses and is stated at the lower of cost or market. Cost is determined using the average cost method.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized using the straight-line method of accounting over the shorter of the lease term or estimated useful life of the asset. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income.

F-56

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

Convertible Preferred Stock Warrant Liability

The Company applied the provisions of ASC 480, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (“ASC 480”) to account for the convertible preferred stock warrants issued.

For a warrant classified as a derivative liability pursuant to ASC 480, the fair value of the warrant is recorded on the balance sheet at inception of such classification and adjusted to fair value at each financial reporting date. The changes in fair value of the warrant are recorded in the statements of operations as a component of other income and expense. The fair value of the warrant is estimated using the Black-Scholes option-pricing model.

The Company will continue to adjust the convertible preferred stock warrant liability for changes in the fair value of the warrants until the earlier of the exercise of the warrants, at which time the liability will be reclassified to equity, the conversion of the underlying convertible preferred stock into common stock, at which time the liability will be reclassified to additional paid-in capital, or the expiration of the warrant, at which time the entire amount would be reversed and reflected in the statements of operations.

Loss Contingencies

The Company accrues for probable losses from contingencies including legal defense costs, on an undiscounted basis, in accordance with the provisions of ASC 450, Contingencies (“ASC 450”), when such costs are considered probable of being incurred and are reasonably estimable. The Company periodically evaluates available information, both internal and external, relative to such contingencies and adjusts this accrual as necessary.

Revenue and Cost Recognition

Revenue is recognized in accordance with the provisions of ASC 985, Software (“ASC 985”), when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Evidence of an arrangement generally consists of customer purchase orders and, in certain circumstances, sales contracts or agreements. Shipping terms and related documents, or written evidence of customer acceptance, when applicable, are used to verify delivery or performance. The Company assesses whether the sales price is fixed or determinable based on payment terms and whether the sales price is subject to refund or adjustment. Collectability is assessed based on the creditworthiness of the customer as determined by credit checks and the customer’s payment history to the Company. Accounts receivable are recorded net of allowance for doubtful accounts, estimated customer returns, and pricing credits. The Company enters into certain arrangements where the Company is obligated to deliver multiple products and/or services (“multiple elements”). In these transactions, the Company allocates the total revenue among the elements based on vendor specific objective evidence (“VSOE”) of fair value as determined by the sales price of each element when sold separately.

When VSOE of fair value is available for the undelivered element of a multiple element arrangements, sales revenue is generally recognized on the date the product is shipped, using the residual method under ASC 985, with a portion of revenue recorded as deferred (or unearned) due to applicable undelivered elements. Undelivered elements for the Company’s multiple element arrangements with a customer are generally restricted to post contract support and training and education. The amount of revenue allocated to these undelivered elements is based on the VSOE of fair value for those undelivered elements. Deferred revenue due to undelivered elements is

F-57

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

recognized ratably on a straight-line basis over the service period or when the service is completed. When VSOE of fair value is not available for the undelivered element of a multiple element arrangement, sales revenue is generally recognized ratably, on a straight-line basis over the service period of the undelivered element, generally 12 months or when the service is completed in accordance with the subscription method under ASC 985. Deferred revenue as of December 31, 2008, 2009 and March 31, 2010 was $4.9 million, $10.3 million and $11.8 million (unaudited).

The application of ASC 985 requires judgment, including whether a software arrangement includes multiple elements, and if so, whether VSOE of fair value exists for those elements. Changes to the elements in a software arrangement, the ability to identify VSOE for those elements, the fair value of the respective elements, and changes to a product’s estimated life cycle could materially impact the amount of the Company’s earned and unearned revenue. Judgment is also required to assess whether future releases of certain software represent new products or upgrades and enhancements to existing products.

The Company generates revenue from the sale of perpetual software licenses and services related to the software business, including that from software maintenance and support agreements. Revenue from software maintenance and support agreements is recognized over the life of the agreement. Software maintenance revenue is post contract customer support that provides the customer with unspecified upgrades/updates and technical support.

Cost of materials related to products are recorded at cost, including all costs associated with acquiring inventory such as sales tax and shipping costs. Shipping and handling costs charged to customers are included in net sales, and the associated expense is recorded in cost of sales for all periods presented.

Maintenance and customer support costs are charged to expense when they are incurred.

Deferred Margin

Amounts billed in excess of revenue recognized are included as deferred margin and accounts receivable in the accompanying balance sheets. Deferred margin for product sales includes deferred revenue for products delivered to end users, value-added resellers, and distributors, net of the related cost of revenue.

Warranty

The Company’s appliance hardware generally includes a one-year warranty. The Company has not experienced any significant warranty expense, and accordingly a warranty reserve was not deemed necessary.

Research and Development Costs

Capitalization of costs related to the development and acquisition of certain software products begins when technological feasibility has been established and ends when the product is available for general release to customers. Technological feasibility for the Company’s products is established when the product is available for beta release. To date, development costs incurred between beta release and general release have been insignificant. Accordingly, research and development costs have been charged to the statements of operations in the period in which they were incurred.

F-58

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

Stock-Based Compensation

The fair value of stock options was estimated using the Black-Scholes option valuation model and the expense is recognized on a straight-line basis.

The Company makes a number of estimates and assumptions related to the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), including forfeiture rate, expected life, and volatility. The Company recognized compensation costs only for those equity awards expected to vest. In valuing share-based awards under ASC 718, significant judgment is required in determining the expected volatility of the Company’s common stock and the expected term individuals will hold their share-based awards prior to exercising. The expected term of options granted represents the period of time that options granted are expected to be outstanding. During the years ended December 31, 2008 and 2009 and the three months ended March 31, 2009 and 2010, the Company elected to use the simplified method to estimate the expected term as described by SEC Staff Accounting Bulletin Topic 14, Share-Based Payment. Expected volatility of the stock is based on the Company’s peer group in the industry in which it conducts business because it does not have sufficient historical volatility data for its own stock.

Advertising

The Company expenses all advertising costs as incurred. Advertising costs during the years ended December 31, 2008 and 2009 and the three months ended March 31, 2009 and 2010 were $1.3 million, $1.2 million, $250,000 (unaudited) and $283,000 (unaudited).

Foreign Currency Translation

The financial statements of the Company’s international subsidiaries are translated into U.S. dollars at current exchange rates, except for revenues and expenses, which are translated at average exchange rates during each reporting period. Currency transaction gains or losses, which are included in the results of operations, are insignificant for all periods presented. Net exchange gains or losses resulting from the translation of assets and liabilities are included as a component of accumulated other comprehensive income in stockholders’ equity. Accumulated comprehensive income (loss) was ($5,000), $2,000 and $(2,000) (unaudited) as of December 31, 2008, 2009 and March 31, 2010.

Income Taxes

The Company accounts for income taxes under the asset and liability method as set forth in ASC 740, Income Taxes (“ASC 740”), that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences that have been recognized in the Company’s financial statements or tax returns. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized.

On January 1, 2009 the Company adopted portions of ASC 740 (formerly FIN 48), which is a change in accounting for income taxes. ASC 740 contains a two step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company will classify the liability

F-59

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. See Note 10.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). For the Company, other comprehensive income (loss) includes foreign currency translation adjustments. Total comprehensive income (loss) is disclosed in the consolidated statements of convertible preferred stock and stockholders’ deficit.

2. Fair Value Measurements

As of December 31, 2008, 2009 and March 31, 2010 (unaudited), the carrying value of accounts receivable, accounts payable and accrued expenses and other liabilities approximate their fair value principally because of the short-term nature of these assets and liabilities.

The following table sets forth the fair value of the Company’s Level III financial liabilities that are remeasured on a recurring basis (in thousands):

	Years Ended December 31,					Three Months Ended March 31,
	2008			2009		2009		2010
						(Unaudited)
Fair value of warrants at beginning of period	$	30		$	87	$	87	$	275
Issuance of warrants		115			—		—		—
Increase (decrease) in fair value of warrants		(58	)		188		44		(9	)
Fair value of warrants at end of period	$	87		$	275	$	131	$	266

3. Balance Sheet Components

Property and Equipment

Property and equipment, net consists of the following (in thousands):

	December 31,						March  31, 2010
	2008			2009
							(Unaudited)
Equipment	$	494		$	693		$	723
Furniture and fixtures		117			117			117
Software		182			226			237
Leasehold improvements		369			384			384
Total property and equipment		1,162			1,420			1,461
Less accumulated depreciation and amortization		(551	)		(932	)		(1,028	)
Property and equipment, net	$	611		$	488		$	433

Depreciation and amortization expense during the years ended December 31, 2008, 2009 and the three months ended March 31, 2009 and 2010 was $309,000, $381,000, $89,000 (unaudited) and $96,000 (unaudited).

F-60

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

Deferred Margin

Deferred margin consists of the following (in thousands):

	December 31,						March  31, 2010
	2008			2009
							(Unaudited)
Services	$	4,668		$	8,476		$	8,789
Product		215			1,855			2,968
		4,883			10,331			11,757
Less current portion		(2,649	)		(4,298	)		(5,631	)
Long-term portion	$	2,234		$	6,033		$	6,126

4. Notes Payable and Long-Term Debt

In October 2008, the Company borrowed $2.0 million from Gold Hill Capital at 10% interest with monthly principal repayments beginning in April 2010 and continuing through March 2013. The debt is secured by the Company’s assets.

Through December 31, 2009, the Company maintained an equipment line of credit with Silicon Valley Bank that permitted the Company to borrow up to $600,000 at the bank’s prime rate of interest plus 1%, secured by the Company’s equipment. In December 2009, the equipment line of credit was extended through December 29, 2010 and permits additional borrowings of up to $300,000 at a rate equal to the greater of the bank’s prime rate plus 0.5% or 4.0%, secured by the Company’s equipment.

Borrowings under these facilities were as follows (in thousands):

	December 31,						March  31, 2010
	2008			2009
							(Unaudited)
Note payable to Gold Hill Capital	$	2,000		$	2,000		$	2,000
Equipment note payable to Silicon Valley Bank		347			258			275
Total		2,347			2,258			2,275
Less current portion of long-term debt		(616	)		(608	)		(942	)
Long-term debt	$	1,731		$	1,650		$	1,333

Scheduled maturities of the above debt are as follows for future years ending December 31 (in thousands):

2010	$	608
2011		742
2012		717
2013		191
	$	2,258

F-61

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

The Company also maintains a revolving credit financing agreement with a bank that permits the Company to borrow up to the maximum of 80% of eligible receivables and 10% of eligible inventory or $3.0 million at a rate equal to the greater of the bank’s prime rate or 4.0%, and secured by all of the Company’s assets. This agreement expired on December 31, 2009 and was renewed under the same terms through December 31, 2010. There were no borrowings under this facility during the years ended December 31, 2008, 2009 and the three months ended March 31, 2010 (unaudited).

5. Convertible Preferred Stock Warrant Liability

In connection with the loan and security agreement entered into in May 2006 with Silicon Valley Bank, the Company issued a warrant to purchase 68,149 shares of Series A convertible preferred stock with an exercise price of $0.421875 per share. The warrant expires in May 2013. The Company assigned an initial fair value of $18,000 to the warrant, which was accounted for as a capitalized debt financing cost. The value of the warrant was determined using the Black-Scholes model with the following assumptions: volatility of 60%, expected term of seven years, and a risk-free interest rate of 4.7%. The Company amortized the capitalized debt financing costs over the 24-month term of the loan.

In connection with the amendment to the loan and security agreement entered into in June 2007 with Silicon Valley Bank, the Company issued a warrant to purchase 48,988 shares of Series B convertible preferred stock with an exercise price of $1.20437 per share. The warrant expires in June 2014. The Company assigned an initial fair value of $41,000 to the warrant, which was accounted for as a capitalized debt financing cost. The value of the warrant was determined using the Black-Scholes model with the following assumptions: volatility of 60%, expected term of seven years, and a risk-free interest rate of 5.01%. The Company amortized the capitalized debt financing costs over the 18-month term of the loan.

In connection with the loan and security agreement entered into in July 2008 with Gold Hill Capital, the Company issued a warrant to purchase 132,850 shares of Series B1 convertible preferred stock with an exercise price of $1.20437 per share. The warrant expires in July 2018. The Company assigned an initial fair value of $116,000 to the warrant, which was accounted for as a capitalized debt financing cost. The value of the warrant was determined using the Black-Scholes model with the following assumptions: volatility of 60%, expected term of ten years, and a risk-free interest rate of 4.07%. The Company is amortizing the capitalized debt financing costs over the 21-month life of the agreement.

From inception through December 31, 2009, the Company recorded $152,000 as amortization expense for the financing costs. During the three months ended March 31, 2010, the amortization expense for financing costs amounted to $23,000 (unaudited).

The convertible preferred stock warrant liability is revalued at the end of each reporting period to fair value. The fair value of the above warrants was determined using the Black-Scholes valuation model using the following assumptions:

	Years Ended December 31,
	2008	2009
Expected term (in years)	5 – 10	4 – 9
Risk-free interest rate	1.6% – 2.3%	1.7% – 3.9%
Expected volatility	60%	60%
Dividend rate	0%	0%

F-62

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

During the years ended December 31, 2008 and 2009 the Company recorded income of $58,000 and expenses of $188,000 for the changes in the fair value of the warrants. The warrant liability balance as of December 31, 2008 and 2009 was $87,000 and $275,000.

6. Commitments and Contingencies

The Company entered into a five-year lease for new office space at its main location in August 2005, which expires in October 2010. The lease calls for monthly rent payments of $9,000, with an annual 3% increase on the anniversary of the inception of the lease.

During 2006, the Company entered into an agreement to lease additional office space at their main location. The lease calls for monthly rent payments of $7,000, with an annual 3% increase on the anniversary of the inception of the lease and expires in October 2010.

In February 2010, the Company entered into a new three-year lease at their main location which replaced the above leases. The new lease calls for monthly rent payments of $18,000 and annual rent increases of 3.5%. After July 1, 2010, the Company can terminate the lease with a nine-month notice. Future minimum lease payments under these leases are as follows for the years ending December 31 (in thousands):

2010	$	210
2011		216
2012		224
2013		37
	$	687

Rental expenses for the above leases during the years ended December 31, 2008 and 2009 and the three months ended March 31, 2009 and 2010 were $148,000, $142,000, $37,000 (unaudited) and $48,000 (unaudited).

As of December 31, 2008 and 2009 the Company had non-cancelable purchase commitments with suppliers totaling $100,000, over the following twelve months.

7. Convertible Preferred Stock and Preferred Stock

As of December 31, 2009 and March 31, 2010 (unaudited), the Company was authorized to issue 21,762,148 and 21,762,148 shares (par value $0.001 per share), of which 7,179,260 and 7,179,260 are designated “Series A Convertible Preferred Stock” (the “Series A”), 1,248,948 and 1,248,948 are designated “Series A1 Preferred Stock” (the “Series A1”), 8,352,083 and 8,352,083 are designated “Series B Convertible Preferred Stock” (the “Series B”), and 4,981,857 and 4,981,857 are designated “Series B1 Convertible Preferred Stock” (the “Series B1,” and collectively with the Series A, Series A1, and Series B, the “Series Preferred”).

Each Series Preferred share is convertible into common stock on a one-for-one basis, subject to adjustment for anti-dilution and other factors. All convertible preferred stock will automatically convert into common stock (A) at any time upon the affirmative election of the holders of at least 66 2/3% of the outstanding shares of the Series A, Series B, and Series B1 (voting together as a single class on an as-if converted to common stock basis), or (B) immediately upon the closing of a firmly underwritten public offering of common stock under the Securities Act of 1933, as amended, in which the Company receives at least $25.0 million in gross proceeds and

F-63

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

the price per share is at least three times the original issue price for the Series B1 (as adjusted). In addition, the outstanding shares of each respective Series Preferred will automatically be converted into common stock based on the then-effective conversion price at any time upon the affirmative election of the holders of the majority of the outstanding shares of that Series Preferred.

Each holder of shares of the Series Preferred shall be entitled to the number of votes equal to the number of shares of common stock into which such shares of Series Preferred could be converted and the number of shares of common stock issuable or issued pursuant to the exercise of warrants to purchase common stock issued in connection with the issuance of Series B1.

Holders of Series A, Series B, and Series B1, in preference to the holders of Series A1 and common stock, are entitled to noncumulative dividends, as and if declared by the Board of Directors (the “Board”), in an amount to be determined by the Board. No dividends have been declared through March 31, 2010 (unaudited).

In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to holders of Series A1 or common stock, the holders of Series A, Series B, and Series B1 shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share equal to the original issue price plus any declared but unpaid dividends. If, upon the occurrence of such an event, the proceeds to be distributed among the holders of the Series A, Series B and Series B1 shall be insufficient to make payment in full to such holders, then the entire amount legally available for distribution shall be distributed among the holders of the Series A, Series B, and Series B1 in proportion to the full amounts to which they would otherwise be respectively entitled had such proceeds been available.

After payment of the Series A, Series B and Series B1 liquidation preference, the holders of Series A1 shall be entitled to be paid out of the assets of the Company legally available for distribution, or the consideration received in such transaction, an amount per share of Series A1 equal to the original issue price plus any declared but unpaid dividends. If, upon the occurrence of such an event, the proceeds to be distributed among the holders of the Series A1 shall be insufficient to make payment in full to such holders according to their liquidation preference, then such proceeds shall be distributed among the holders of the Series A1 in proportion to the full amounts to which they would otherwise be respectively entitled had such proceeds been available.

After the payment of the full liquidation preferences of the Series Preferred, the remaining assets of the Company legally available for distribution, or the consideration received in such transaction, shall be distributed ratably to the holders of the common stock and Series A, Series B and Series B1 on an as-if converted to common stock basis until such time as the holders of Series A, Series B and Series B1 have received, without limitation through the payment of declared dividends, an aggregate amount per share of Series A, Series B and Series B1 equal to three times the applicable original issue price for such series (as adjusted). Thereafter, the remaining assets of the Company legally available for distribution, or the consideration received in such transaction, if any, shall be distributed ratably to the holders of the common stock.

A merger or consolidation of the Company into another entity in which the stockholders of the Company own less than 50% of the voting stock of the surviving company or the sale, transfer, or lease of substantially all assets of the Company will be deemed a liquidation, dissolution, or winding up of the Company. Additionally, Series A, Series B and Series B1 preferred shares are contingently redeemable at the vote of the majority of the holders. These liquidation and redemption characteristics require classification of the convertible preferred stock outside of the equity section of the accompanying consolidated balance sheets.

F-64

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

8. Stock Option Plan

In April 2005, the Board approved and the Company adopted the 2005 Stock Plan (the “2005 Plan”), as amended on June 16, 2005.

Stock options granted under the 2005 Plan may be either Incentive Stock Options (“ISOs”) or Non-qualified Stock Options (“NSOs”). ISOs may be granted to employees with exercise prices not less than the fair value of the common stock on the grant date as determined by the Board, and NSOs may be granted to employees, directors, or consultants at exercise prices as determined by the Board. If, at the time the Company grants an option, the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, the exercise price shall be at least 110% of the fair value of the common stock on the grant date as determined by the Board. Options may be granted with vesting terms as determined by the Board. Options expire no more than ten years after the date of grant or earlier if employment or service is terminated.

Common stock options have been granted to certain individuals and employees with an exercise price equal to or above the market value of a share of common stock on the date of the grant, have a term of 10 years or less and vest within four years from the vesting commencement date. As of December 31, 2008 and 2009 there were approximately 1,279,000 and 2,152,000 stock options available for grant to purchase the common stock of the Company.

The estimated grant date fair value of all of the Company’s equity-based awards was calculated using the Black-Scholes valuation model, based on the following assumptions:

	Years Ended December 31,
	2008			2009
Expected term (in years)		6			6
Risk-free interest rate		1.87	%		3.39	%
Expected volatility		70	%		70	%
Dividend rate		0	%		0	%

Compensation expense in connection with the Company’s stock option plan was $51,000 and $67,000 during the years ended December 31, 2008 and 2009. There were no significant stock option grants for the three months ended March 31, 2010 (unaudited).

F-65

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

The following table summarizes the option activity under the 2005 Plan:

	Options Outstanding
	Number of Stock Options Outstanding			Weighted- Average Exercise Price
Balance as of December 31, 2007		5,023,651		$	0.08
Granted		1,404,613			0.09
Exercised		(1,109,436	)		0.08
Cancelled		(481,656	)		0.08
Balance as of December 31, 2008		4,837,172			0.08
Granted		2,383,846			0.08
Exercised		(1,236,553	)		0.07
Cancelled		(279,299	)		0.09
Balance as of December 31, 2009		5,705,166			0.08

Options exercisable were 2,338,919 and 2,019,857 as of December 31, 2008 and 2009 and had a weighted-average exercise price per share of $0.08 and $0.082. The weighted-average grant date fair value of options granted during the years ended December 31, 2008 and 2009 were $0.11 and $0.10.

The following table summarizes information about stock options outstanding and exercisable for the 2005 Plan as of December 31, 2009:

	Options Outstanding						Options Exercisable
Exercise Price	Options Outstanding		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price per Share		Number of Shares Exercisable		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price per Share
$0.08		4,845,844		8.17	$	0.08		1,811,264		6.83	$	0.08
0.10		859,322		8.76		0.10		208,593		8.64		0.10
		5,705,166		8.26		0.083		2,019,857		7.01		0.082

The intrinsic value of options exercised was $22,000 and $13,000 during the years ended December 31, 2008 and 2009. This intrinsic value represents the difference between the estimated fair market value of the Company’s common stock on the date of the exercise and the exercise price of each option. The total fair value of options vested during the years ended December 31, 2008 and 2009 amounted to $51,000 and $67,000.

9. Common Stock Warrants

On May 23 and July 14, 2008 the Company issued 3,528,815 and 631,288 shares, of Series B1 Convertible Preferred Stock at a price of $1.20437 per share and warrants to acquire up to 2,520,303 shares of Common Stock (equal to 60.5827% of the aggregate number of Series B1 Preferred) at $0.01 per share. This transaction resulted in the expensing of the warrant value of $363,000. The Company determined the fair value of the warrant using the Black-Scholes valuation model assuming a fair value of the Company’s common stock of $0.15, a risk-free interest rate of 2.25%, a volatility factor of 70%, and a contractual term of ten years. The Company has reserved 2,520,303 shares of common stock for issuance upon exercise of this warrant.

F-66

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

10. Income Taxes

During the years ended December 31, 2008 and 2009, the Company incurred federal and state tax losses and recorded income tax provision of $9,000 and $11,000. These amounts represented income taxes paid at foreign jurisdictions.

The Company recognizes deferred tax assets and liabilities for temporary differences between financial statement and tax bases of assets and liabilities. The Company had gross deferred tax assets of approximately $6.4 million and $8.4 million as of December 31, 2008 and 2009. The deferred tax assets are fully offset by a valuation allowance as the Company has determined that they are not realizable on a more likely than not basis. The deferred tax assets relate primarily to net operating losses, timing differences related to basis differences in fixed assets between book and tax and research and development credit carryforwards.

The net valuation allowance increased by $2.1 million and $2.0 million during the years ended December 31, 2008 and 2009.

As of December 31, 2008 and 2009, the Company had available federal and state carryforwards of approximately $15.0 million and $19.3 million. The net operating loss carryforwards expire at various dates starting 2019 if not utilized. The Company also has a federal research and development tax credit carryforward of approximately $506,000 and $802,000 during the years ended December 31, 2008 and 2009. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before their utilization.

During the year ended December 31, 2009, the Company adopted ASC 740 which prescribes a comprehensive model for the financial statement recognition, measurement, classification, and disclosure of uncertain tax positions. As a result of the adoption of ASC 740, there were no adjustments to the financial statements.

The Company’s policy is to classify interest and penalties related to unrecognized tax benefits as a component of income tax expenses. No such interest and penalties have been recorded to date.

11. Employee 401(k) Plan

The Company has a defined contribution retirement plan pursuant to Section 401(k) of the Internal Revenue Code. Substantially all employees with at least 30 days of continuous service are eligible to participate and may contribute up to the maximums allowed under Internal Revenue Code. Beginning January 2007, the Company elected to make matching contributions equal to 25% of employee contributions, which are applied to a maximum of 6% of each participant’s compensation. Company contributions vest on a graduated percentage basis over a period of five years. Company contributions charged against income during the years ended December 31, 2008, 2009 and the three months ended March 31, 2009 and 2010, were $67,000, $52,000, $18,000 (unaudited) and $17,000 (unaudited).

12. Subsequent Event

In April 2010, the Company paid all of its outstanding long-term debt to Gold Hill Capital and Silicon Valley Bank.

F-67

Netcordia, Inc.

Notes to Consolidated Financial Statements (continued)

Years Ended December 31, 2008 and 2009

and the Three Months Ended March 31, 2009 and 2010 (unaudited)

On May 1, 2010, the Company was acquired by Infoblox Inc. and as a result of the acquisition became a wholly-owned subsidiary of Infoblox Inc. The total purchase price was $43.5 million which consisted of common stock valued at $10.1 million, convertible preferred stock valued at $29.6 million, assumed earned and vested options valued at $1.6 million, and warrants to purchase common stock valued at $2.1 million.

The Company has evaluated subsequent events through October 29, 2010, the date the consolidated financial statements were issued.

F-68

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses to be paid by the Registrant in connection with the sale of the shares of common stock being registered hereby. All amounts are estimates except for the SEC registration fee, the FINRA filing fee and the NYSE listing fee.

SEC registration fee	$	14,325
FINRA filing fee		13,000
NYSE listing fee			*
Printing and engraving			*
Legal fees and expenses			*
Accounting fees and expenses			*
Road show expenses			*
Blue sky fees and expenses			*
Transfer agent and registrar fees and expenses			*
Miscellaneous			*
Total	$		*

* To be provided by amendment.

ITEM 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or Securities Act.

As permitted by the Delaware General Corporation Law, the Registrant’s restated certificate of incorporation contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except for liability:

• for any breach of the director’s duty of loyalty to the Registrant or its stockholders;

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• under Section 174 of the Delaware General Corporation Law (regarding unlawful dividends and stock purchases); or

• for any transaction from which the director derived an improper personal benefit.

As permitted by the Delaware General Corporation Law, the Registrant’s restated bylaws provide that:

• the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions;

• the Registrant may indemnify its other employees and agents as set forth in the Delaware General Corporation Law;

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• the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to very limited exceptions; and

• the rights conferred in the bylaws are not exclusive.

Prior to the closing of the offering that is the subject of this Registration Statement, the Registrant intends to enter into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, executive officer or employee of the Registrant regarding which indemnification is sought. Reference is also made to Section      of the Underwriting Agreement, which provides for the indemnification of executive officers, directors and controlling persons of the Registrant against certain liabilities. The indemnification provisions in the Registrant’s restated certificate of incorporation and restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant has directors’ and officers’ liability insurance for securities matters.

In addition, Mr. Michael L. Goguen and Mr. Thomas Banahan are indemnified by their employers with regard to serving on the Registrant’s board of directors.

Reference is made to the following documents filed as exhibits to this Registration Statement regarding relevant indemnification provisions described above and elsewhere herein:

Exhibit Document	Number
Form of Underwriting Agreement		1.01
Form of Restated Certificate of Incorporation of the Registrant		3.02
Form of Restated Bylaws of the Registrant		3.04
Third Amended and Restated Investors’ Rights Agreement by and among the Registrant and the preferred stockholders of the Registrant		4.02
Form of Indemnity Agreement		10.01

ITEM 15. Recent Sales of Unregistered Securities.

Since August 1, 2008, the Registrant has issued and sold the following securities:

1. On May 1, 2010, the Registrant acquired all of the outstanding stock of Netcordia, Inc. In connection with that acquisition, the Registrant issued 2,806,150 shares of Series F-1 preferred stock to one venture capital fund, 6,699,401 shares of Series F-2 preferred stock to the same venture capital fund and three other venture capital funds affiliated with each other, 3,228,454 shares of Series F-3 preferred stock to the same four venture capital funds and to two other venture capital funds and two individuals, 4,807,631 shares of common stock to 35 common stockholders of Netcordia, warrants to purchase 1,009,471 shares of common stock to the eight purchasers of Series F-3 preferred stock, warrants to purchase 26,893 shares of Series F-1 preferred stock and 39,526 shares of Series F-2 preferred stock to a bank and warrants to purchase 103,098 shares of Series F-3 preferred stock to one of the venture capital firms that purchased Series F-3 preferred stock.

2. On May 1, 2010, the Registrant also issued options to purchase an aggregate of 1,545,945 shares of common stock under its 2005 Stock Plan to 56 employees of Netcordia with vested Netcordia options.

3. Since August 1, 2008, the Registrant has issued options to employees, consultants and directors to purchase an aggregate of 26,820,904 shares of common stock under its 2003 Stock Plan.

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4. Since August 1, 2008, the Registrant has issued 8,137,304 shares of common stock to its employees, directors and consultants upon exercise of options granted by it under its 2003 Stock Plan and 2005 Stock Plan, with exercise prices ranging from $0.04 to $3.26 per share, for an aggregate purchase price of $2,886,569.

The sales of the securities described in paragraph (1) above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act or Regulation D promulgated thereunder. The recipients of the securities in this transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the share certificates issued in these transactions. All recipients were accredited investors or, together with their purchaser representative, otherwise satisfied applicable requirements. The issuances and sales of the securities described in paragraphs (2)—(4) above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act as transactions pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. Aggregate sales made in reliance on Rule 701 did not exceed 15% of the total outstanding securities.

ITEM 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

Exhibit Number	Exhibit Title
1.01*	Form of Underwriting Agreement.
3.01	Amended and Restated Certificate of Incorporation of the Registrant.
3.02*	Form of Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering.
3.03	Bylaws of the Registrant.
3.04*	Form of Restated Bylaws of the Registrant, to be effective upon closing of this offering.
4.01*	Form of Registrant’s common stock certificate.
4.02	Third Amended and Restated Investors’ Rights Agreement by and among the Registrant and the preferred stockholders of the Registrant, dated May 1, 2010.
5.01*	Opinion of Fenwick & West LLP regarding the legality of the securities being registered.
10.01*	Form of Indemnity Agreement.
10.02	2003 Stock Plan and form of option grant.
10.03	2005 Stock Plan.
10.04*	2012 Equity Incentive Plan and forms of equity award agreements.
10.05*	2012 Employee Stock Purchase Plan.
10.06	Lease Agreement between Registrant and Mission West Properties, L.P., dated March 17, 2006, as amended on April 15, 2006 and March 15, 2010.
10.07†	Flextronics Infrastructure Manufacturing Services Agreement with Flextronics Telecom Systems, Ltd., dated February 9, 2011.
10.08	Offer letter to Robert D. Thomas from the Registrant, dated August 3, 2004, as amended on December 5, 2008.
10.09	Offer Letter to Stuart M. Bailey from the Registrant, dated April 14, 2000, as amended on December 8, 2008.

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Exhibit Number	Exhibit Title
10.10	Offer letter to Remo E. Canessa from the Registrant, dated October 7, 2004, as amended on December 5, 2008.
10.11	Offer letter to Wendell Stephen Nye from the Registrant, dated February 8, 2010, as amended.
10.12	Offer letter to Sohail M. Parekh from the Registrant, dated June 26, 2007, as amended on December 8, 2008.
10.13	Offer letter to Mark S. Smith from the Registrant, dated October 21, 2004, as amended on December 8, 2008.
10.14	Infoblox Bonus Plan—FY 2011.
10.15	Infoblox Bonus Plan—FY 2012.
10.16	Infoblox FY 2011 World Wide Sales Compensation Plan.
10.17	Infoblox FY 2012 World Wide Sales Compensation Plan.
10.18	Form of warrant to purchase shares of common stock of the Registrant.
10.19	Form of warrant to purchase shares of preferred stock of the Registrant.
10.20	Warrant to purchase shares of preferred stock of the Registrant, issued to Gold Hill Venture Lending 03, LP, dated July 30, 2008.
10.21	Form of Change in Control Severance Agreement.
23.01*	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.03	Consent of Ernst & Young LLP, independent auditors.
24.01	Power of Attorney (included on page II-6).

* To be filed by amendment.

† Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

ITEM 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by

II-4

controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on January 6, 2012.

INFOBLOX INC.
By:	/S/    ROBERT D. THOMAS
	Robert D. Thomas President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert D. Thomas and Remo E. Canessa, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Name	Title	Date
Principal Executive Officer:
/S/    ROBERT D. THOMAS	President and Chief Executive Officer (principal executive officer)	January 6, 2012
Robert D. Thomas
Principal Financial Officer and Principal Accounting Officer:
/S/    REMO E. CANESSA	Chief Financial Officer (principal financial officer and principal accounting officer)	January 6, 2012
Remo E. Canessa
Additional Directors:
/S/    STUART M. BAILEY	Director	January 6, 2012
Stuart M. Bailey
/S/    THOMAS E. BANAHAN	Director	January 6, 2012
Thomas E. Banahan
/S/    FRED M. GERSON	Director	January 6, 2012
Fred M. Gerson
/S/    MICHAEL L. GOGUEN	Director	January 6, 2012
Michael L. Goguen

II-6

Name	Title	Date
/S/    FRANK J. MARSHALL	Director	January 6, 2012
Frank J. Marshall
/S/    THOMAS F. MENDOZA	Director	January 6, 2012
Thomas F. Mendoza
/S/    DANIEL J. PHELPS	Director	January 6, 2012
Daniel J. Phelps

-

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EXHIBIT INDEX

Exhibit Number	Exhibit Title
1.01*	Form of Underwriting Agreement.
3.01	Amended and Restated Certificate of Incorporation of the Registrant.
3.02*	Form of Restated Certificate of Incorporation of the Registrant, to be effective upon the closing of this offering.
3.03	Bylaws of the Registrant.
3.04*	Form of Restated Bylaws of the Registrant, to be effective upon closing of this offering.
4.01*	Form of Registrant’s common stock certificate.
4.02	Third Amended and Restated Investors’ Rights Agreement by and among the Registrant and the preferred stockholders of the Registrant, dated May 1, 2010.
5.01*	Opinion of Fenwick & West LLP regarding the legality of the securities being registered.
10.01*	Form of Indemnity Agreement.
10.02	2003 Stock Plan and form of option grant.
10.03	2005 Stock Plan.
10.04*	2012 Equity Incentive Plan and forms of equity award agreements.
10.05*	2012 Employee Stock Purchase Plan.
10.06	Lease Agreement between Registrant and Mission West Properties, L.P., dated March 17, 2006, as amended on April 15, 2008 and March 15, 2010.
10.07†	Flextronics Infrastructure Manufacturing Services Agreement with Flextronics Telecom Systems, Ltd., dated February 9, 2011.
10.08	Offer letter to Robert D. Thomas from the Registrant, dated August 3, 2004, as amended on December 5, 2008.
10.09	Employment Agreement between Stuart M. Bailey and the Registrant, dated April 14, 2000, as amended on April 4, 2003 and December 8, 2008.
10.10	Offer letter to Remo E. Canessa from the Registrant, dated October 7, 2004, as amended on December 5, 2008.
10.11	Offer letter to Wendell Stephen Nye from the Registrant, dated February 8, 2010, as amended.
10.12	Offer letter to Sohail M. Parekh from the Registrant, dated June 26, 2007, as amended on December 8, 2008.
10.13	Offer letter to Mark S. Smith from the Registrant, dated October 21, 2004, as amended on December 8, 2008.
10.14	Infoblox Bonus Plan—FY 2011.
10.15	Infoblox Bonus Plan—FY 2012.
10.16	Infoblox FY 2011 World Wide Sales Compensation Plan.
10.17	Infoblox FY 2012 World Wide Sales Compensation Plan.
10.18	Form of warrant to purchase shares of common stock of the Registrant.
10.19	Form of warrant to purchase shares of preferred stock of the Registrant.
10.20	Warrant to purchase shares of preferred stock of the Registrant, issued to Gold Hill Venture Lending 03, LP, dated July 30, 2008.

Exhibit Number	Exhibit Title
10.21	Form of Change in Control Severance Agreement.
23.01*	Consent of Fenwick & West LLP (included in Exhibit 5.01).
23.02	Consent of Ernst & Young LLP, independent registered public accounting firm.
23.03	Consent of Ernst & Young LLP, independent auditors.
24.01	Power of Attorney (included on page II-6).

* To be filed by amendment.

† Registrant has omitted portions of the referenced exhibit and filed such exhibit separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act.

EX-3.01

Exhibit 3.01

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INFOBLOX INC.

(Pursuant to Sections 242 anti 245 of the

General Corporation Law of the State of Delaware)

Infloblox Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: That the name of this corporation is Infoblox Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on May 23, 2003 under the name Infoblox Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its shareholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is Infoblox Inc.

ARTICLE II

The address of the registered office of this corporation in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

A. Authorization of Stock. This corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares that this corporation is authorized to issue is Two Hundred Thirty-Five Million One Hundred Twenty Eight Thousand Nine Hundred Seventy Seven (235,128,977). The total number of shares of common stock authorized to be issued is One Hundred Fifty Million (150,000,000), par value $0.0001 per share (the “Common Stock”). The total number of shares of preferred stock authorized to be issued is Eighty-Five Million One Hundred Twenty Eight Thousand Nine Hundred Seventy Seven (85,128,977), par value $0.0001 per share (the “Preferred Stock”), of which One Thousand Three Hundred Fourteen (1,314) shares are designated as “Series A Preferred Stock,” Twenty-Seven Thousand Sixty (27,060) shares are designated as “Series B Preferred Stock,” Twenty-Nine Million One Hundred Ninety-Seven Thousand Eighty-One (29,197,081) shares are designated as “Series C Preferred Stock,” Seventeen Million

(17,000,000) shares are designated as “Series D Preferred Stock,” Twenty-Six Million (26,000,000) shares are designated as “Series E Preferred Stock,” Two Million Eight Hundred Thirty-Three Thousand Forty-Three (2,833,043) shares are designated as “Series F-l Preferred Stock,” Six Million Seven Hundred Thirty-Eight Thousand Nine Hundred Twenty Seven (6,738,927) shares are designated “Series F-2 Preferred Stock” and Three Million Three Hundred Thirty-One Thousand Five Hundred Fifty-Two (3,331,552) shares are designated “Series F-3 Preferred Stock” (unless otherwise expressly provided for, the rights and privileges of the Series F-1 Preferred Stock, Series F-2 Preferred Stock and the Series F-3 Preferred Stock shall be identical, and shall be referred to collectively herein as “Series F Preferred Stock”).

B. Rights, Preferences, Privileges and Restrictions of Preferred Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock are as set forth below in this Article IV(B).

1. Dividend Provisions.

(a) The holders of shares of Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this corporation) on the Common Stock of this corporation, at the applicable Dividend Rate (as defined below), payable when, as and if declared by the Board of Directors. Such dividends shall not be cumulative. The holders of the outstanding Preferred Stock can waive any dividend preference that such holders shall be entitled to receive under this Section 1 upon the affirmative vote or written consent of the holders of at least two-thirds of the shares of Preferred Stock then outstanding (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis). For purposes of this subsection 1(a), “Dividend Rate” shall mean 8.00% per annum for each share of Series A Preferred Stock multiplied by the Original Issue Price, 8.00% per annum for each share of Series B Preferred Stock multiplied by the Original Issue Price, 8.00% per annum for each share of Series C Preferred Stock multiplied by the Original Issue Price, 8.00% per annum for each share of Series D Preferred Stock multiplied by the Original Issue Price, 8.00% per annum for each share of Series E Preferred Stock multiplied by the Original Issue Price, and 8.00% per annum for each share of Series F Preferred Stock multiplied by the Original Issue Price.

(b) After payment of such dividends, any additional dividends or distributions shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Preferred Stock were converted to Common Stock at the then effective conversion rate.

2. Liquidation Preference.

(a) In the event of any Liquidation Event (as defined below), either voluntary or involuntary, the holders of each series of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the proceeds of such Liquidation Event (the “Proceeds”) to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable Original Issue Price (as defined below) for such series of Preferred Stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the Proceeds thus distributed among the holders of the Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this subsection (a). For purposes of this Amended and Restated Certificate of Incorporation, “Original Issue Price” shall mean $913.3379 per share for each share of the Series A Preferred Stock, $82.20 per share for each share of the Series B Preferred Stock, $0.310963148 per share for each share of Series C Preferred Stock, $1.37 per share for each share of the Series D Preferred Stock, $1.7378 per share for each share of the Series E Preferred Stock, $1.069080 per share for each share of the Series F-1 Preferred Stock, $1.492671 per share for each share of Series F-2 Preferred Stock and $1.551920 per share for each share of Series F-3 Preferred Stock (each as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock effected after the date of filing this Amended and Restated Certificate of Incorporation (the “Filing Date”)).

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(b) Upon completion of the distribution required by subsection (a) of this Section 2, all of the remaining Proceeds available for distribution to stockholders shall be distributed among the holders of Common Stock pro rata based on the number of shares of Common Stock held by each.

(c) Notwithstanding the above, for purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive with respect to a Liquidation Event, each such holder of shares of a series of Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of such series into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such holder if such holder did not convert such series of Preferred Stock into shares of Common Stock. If any such holder shall be deemed to have converted shares of Preferred Stock into Common Stock pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Stock that have not converted (or have not been deemed to have converted) into shares of Common Stock.

(d)(i) For purposes of this Section 2, a “Liquidation Event” shall include (A) the closing of the sale, transfer, lease or other disposition of all or substantially all of this corporation’s assets, (B) the consummation of the merger or consolidation of this corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of this corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of this corporation or the surviving or acquiring entity), (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of this corporation’s securities), of this corporation’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of this corporation (or the surviving or acquiring entity) or (D) a liquidation, dissolution or winding up of this corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of this corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this corporation’s securities immediately prior to such transaction. The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived by the vote or written consent of the holders of at least two-thirds of the outstanding Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

(ii) In any Liquidation Event, if Proceeds received by this corporation or its stockholders is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below shall be valued as follows:

(1) If traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event;

(2) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event; and

(3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by this corporation and the holders of at least two-thirds of the voting power of all then outstanding shares of Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

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(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by this corporation and the holders of at least two-thirds of the voting power of all then outstanding shares of such Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

(C) The foregoing methods for valuing non-cash consideration to be distributed in connection with a Liquidation Event may be superseded by any determination of such value set forth in the definitive agreements governing such Liquidation Event.

(iii) In the event the requirements of this Section 2 are not complied with, this corporation shall forthwith either:

(A) cause the closing of such Liquidation Event to be postponed until such time as the requirements of this Section 2 have been complied with; or

(B) cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(d)(iv) hereof.

(iv) This corporation shall give each holder of record of Preferred Stock written notice of such impending Liquidation Event not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and this corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after this corporation has given the first notice provided for herein or sooner than ten (10) days after this corporation has given notice of any material changes provided for herein; provided, however, that subject to compliance with the General Corporation Law such periods may be shortened or waived upon the written consent of the holders of Preferred Stock that represent at least two-thirds of the voting power of all then outstanding shares of such Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

3. Redemption. The Preferred Stock is not redeemable.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series by the applicable Conversion Price for such series (the conversion rate for a series of Preferred Stock into Common Stock is referred to herein as the “Conversion Rate” for such series), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Conversion Price per share for Series A Preferred Stock shall be $91.33379 and the initial Conversion Price per share for Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be the Original Issue Price applicable to such series; provided, however, that the Conversion Price for the Preferred Stock shall be subject to adjustment as set forth in subsection 4(d).

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Rate at the time in effect for such series of Preferred Stock immediately upon the earlier of (i) this corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the

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public offering price of which was not less than $4.11 per share (as adjusted for any stock splits, stock dividends, combinations or the like effected after the filing of this Amended and Restated Certificate of Incorporation) and $25,000,000 in the aggregate (a “Qualified Public Offering”) or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis).

(c) Mechanics or Conversion. Before any holder of Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this corporation or of any transfer agent for the Preferred Stock, and shall give written notice to this corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with Automatic Conversion provisions of subsection 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

(d) Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The Conversion Price of the Preferred Stock shall be subject to adjustment from time to time as follows:

(i)(A) If this corporation shall issue, on or after the Filing Date, any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price applicable to the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable, in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by this corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of such Additional Stock. For purposes of this Section 4(d)(i)(A), the term “Common Stock Outstanding” shall mean and include the following: (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise of outstanding stock options and (4) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable.

(B) No adjustment of the Conversion Price for the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date

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of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such Conversion Price pursuant to this subsection 4(d)(i) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(C) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board of Directors irrespective of any accounting treatment.

(E) In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by this corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by this corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)).

(3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Conversion Price of the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance

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or only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(l) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this corporation on or after the Filing Date other than:

(A) Common Stock issued pursuant to a transaction described in subsection 4(d)(iii) hereof;

(B) Shares of Common Stock (excluding shares repurchased at cost by this corporation in connection with the termination of service) issued to employees, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by this corporation’s Board of Directors;

(C) Common Stock issued pursuant to a Qualified Public Offering;

(D) Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

(E) Common Stock issued with the approval of a majority of the Board of Directors of this corporation, including the approval of the Series D Director (as defined in Section 5(b)), in connection with a bona fide business acquisition of or by this corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise;

(F) Common Stock issued or deemed issued pursuant to subsection 4(d)(i)(E) as a result of a decrease in the Conversion Price of the Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock resulting from the operation of Section 4(d);

(G) Common Stock issued with the approval of a majority of the Board of Directors of this corporation, including the approval of the Series D Director (as defined in Section 5(b)), to persons or entities with which this corporation has business relationships (including, but not limited to, value added resellers), provided such issuances are for other than primarily equity financing purposes; or

(H) Common Stock that is issued with the unanimous approval of the Board of Directors of this corporation and the Board specifically states that it shall not be Additional Stock.

(iii) In the event this corporation should at any time or from time to time after the Filing Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares or Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of the Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

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(iv) If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Price for the Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.

(e) Other Distributions. In the event this corporation shall declare a distribution payable in securities of other persons, evidences or indebtedness issued by this corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(iii), then, in each such case for the purpose of this subsection 4(e), the holders of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this corporation entitled to receive such distribution.

(f) Recapitalizations. If at any time or from time to time after the Filing Date there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or Section 2) provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of this corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalently as may be practicable.

(g) No Impairment. This corporation will not, without the appropriate vote of the stockholders under the General Corporation Law or Section 6 of this Article IV(B), by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by this corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Preferred Stock against impairment.

(h) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall be rounded down to the nearest whole share and the corporation shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of Preferred Stock pursuant to this Section 4, this corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such series of Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of a share of Preferred Stock.

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(i) Notices of Record Date. In the event of any taking by this corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, this corporation shall mail to each holder of Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution, and the amount and character of such dividend or distribution.

(j) Reservation of Stock Issuable Upon Conversion. This corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Amended and Restated Certificate of Incorporation.

(k) Notices. Any notice required by the provisions of this Section 4 to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, or with a nationally recognized overnight delivery service, postage prepaid, and addressed to each holder of record at his address appearing on the books of this corporation.

5. Voting Rights.

(a) General Voting Rights. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this corporation, and except as provided in subsection 5(b) below with respect to the election of directors by the separate class vote of the holders of Common Stock, shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of such series of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(b) Voting for the Election of Directors. As long as any shares of Series A Preferred Stock and Series B Preferred Stock are outstanding, the holders of such shares of Series A Preferred Stock and Series B Preferred Stock shall be entitled to elect one (1) director of this corporation at any election of directors (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis). As long as any shares of Series C Preferred Stock are outstanding, the holders of a majority of such shares of Series C Preferred Stock shall be entitled to elect one (1) director of this corporation at any election of directors. As long as any shares of Series D Preferred Stock are outstanding, the holders of a majority of such shares of Series D Preferred Stock shall be entitled to elect one (1) director of this corporation at any election of directors (the “Series D Director”). The holders of a majority of outstanding Common Stock shall be entitled to elect two (2) directors of this corporation at any election of directors. The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis) shall be entitled to elect any remaining directors of this corporation.

Notwithstanding the provisions of Sections 223(a)(1) and 223(a)(3) of the General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by

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a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares or such class or series may override the Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of the corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. Any director elected as provided in the immediately preceding sentence hereof may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent.

6. Preferred Stock Protective Provisions. So long as any shares of Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Preferred Stock (voting together as a single class and not as separate series, and on an as-converted to Common Stock basis):

(a) consummate a Liquidation Event;

(b) alter or change the rights, preferences or privileges of the shares of Preferred Stock so as to affect adversely the shares;

(c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock or Common Stock;

(d) authorize or issue, or obligate itself to issue, any equity security (including any other security convertible into or exercisable for any such equity security) having a preference over, or being on a parity with, any series of Preferred Stock with respect to dividends, liquidation, voting or redemption, other than the issuance of any authorized but unissued shares of Series F Preferred Stock designated in this Amended and Restated Certificate of Incorporation (including any security convertible into or exercisable for such shares of Preferred Stock);

(e) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to (i) the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this corporation or any subsidiary pursuant to agreements under which this corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, or pursuant to a right of first refusal;

(f) declare or pay any dividends on the Preferred Stock or Common Stock;

(g) amend this corporation’s Amended and Restated Certificate of Incorporation or Bylaws;

(h) change the authorized number of directors of this corporation; or

(i) sell, transfer or encumber any technology or intellectual property of this corporation or this corporation’s subsidiaries; provided, however, that this restriction shall not apply to the granting of non-exclusive licenses in the ordinary course of business if approved by a majority of this corporation’s Board of Directors, including the directors elected by the Series C Preferred Stock and the Series D Preferred Stock.

7. Series F Preferred Stock Protective Provisions. So long as any shares of Series F Preferred Stock remain outstanding, this corporation shall not (by amendment, merger, consolidation or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty percent (60%)

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of the then outstanding shares of Series F Preferred Stock (voting together as a single class and not as a separate series, and on an as-converted basis):

(a) alter of change the rights, preferences or privileges of the shares of Series F Preferred Stock so as to affect adversely the shares without so affecting each other series of Preferred Stock, or the entire class of Preferred Stock in a similar manner (it being understood that the Series F Preferred Stock shall not be deemed to be affected differently from each other series of Preferred Stock as a result of alterations or changes to the respective issue prices, liquidation preferences, conversion prices and other price-derived terms of the Preferred Stock which are effected in a proportional manner and applicable simultaneously to each series of Preferred Stock).

8. Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 4 hereof; the shares so converted shall be cancelled and shall not be issuable by this corporation. This Amended and Restated Certificate of Incorporation of this corporation shall be appropriately amended to effect the corresponding reduction in this corporation’s authorized capital stock.

C. Rights, Preferences, Privileges and Restrictions of Common Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Common Stock are as set forth below in this Article IV(C).

1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of this corporation legally available therefor, any dividends as may be declared from time to time by the Board of Directors.

2. Liquidation Rights. Upon the liquidation, dissolution or winding up of this corporation, the assets of this corporation shall be distributed as provided in Section 2 of Article IV(B) hereof.

3. Redemption. The Common Stock is not redeemable at the option of the holder.

4. Voting Rights. The holder of each share of Common Stock shall have the right to one vote for each such share, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of this corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

Except as otherwise provided in this Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this corporation.

ARTICLE VI

The number of directors of this corporation shall be determined in the manner set forth in the Bylaws of this corporation. Elections of directors need not be by written ballot unless the Bylaws of this corporation shall so provide.

ARTICLE VII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of this corporation may provide. The books of this corporation may be kept (subject to any provision contained in the statutes) outside 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 this corporation.

ARTICLE VIII

A director of this corporation shall not be’ personally liable to this corporation or its stockholders for

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monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification or the foregoing provisions or this Article VIII by the stockholders of this corporation shall not adversely affect any right or protection of a director of this corporation existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE IX

This corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE X

To the fullest extent permitted by applicable law, this corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this corporation (and any other persons to which General Corporation Law permits this corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this corporation, its stockholders, and others.

Any amendment, repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of this corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law.

FOURTH: That said Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

[SIGNATURE PAGE FOLLOWS]

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THE UNDERSIGNED, for the purposes of amending and restating the corporation’s Amended and Restated Certificate of Incorporation pursuant to the General Corporation Law, does hereunto set his hand and seal this 30th day of April, 2010.

/s/ Robert Thomas

Robert Thomas

President and Chief Executive Officer

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EX-3.03

Exhibit 3.03

RESTATED BYLAWS OF

INFOBLOX, INC.

(A DELAWARE CORPORATION)

TABLE OF CONTENTS

		Page
ARTICLE I OFFICES		1
1.1	Registered Office	1
1.2	Offices	1
ARTICLE II MEETINGS OF STOCKHOLDERS		1
2.1	Location	1
2.2	Timing	1
2.3	Notice of Meeting	1
2.4	Stockholders’ Records	1
2.5	Special Meetings	2
2.6	Notice of Meeting	2
2.7	Business Transacted at Special Meeting	2
2.8	Quorum; Meeting Adjournment; Presence by Remote Means	2
2.9	Voting Thresholds	3
2.10	Number of Votes Per Share	3
2.11	Action by Written Consent of Stockholders; Electronic Consent;
	Notice of Action	3
ARTICLE III DIRECTORS		4
3.1	Authorized Directors	4
3.2	Vacancies	4
3.3	Board Authority	5
3.4	Location of Meetings	5
3.5	First Meeting	5
3.6	Regular Meetings	5
3.7	Special Meetings	5
3.8	Quorum	6
3.9	Action Without a Meeting	6
3.10	Telephonic Meetings	6
3.11	Committees	6
3.12	Minutes of Meetings	6
3.13	Compensation of Directors	7
3.14	Removal of Directors	7
ARTICLE IV NOTICES		7
4.1	Notice	7
4.2	Waiver of Notice	7
4.3	Electronic Notice	7
ARTICLE V OFFICERS		8
5.1	Required and Permitted Officers	8
5.2	Appointment of Required Officers	8
5.3	Appointment of Permitted Officers	8

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5.4	Officer Compensation	8
5.5	Term of Office; Vacancies	8
5.6	Chairman Presides	8
5.7	Absence of Chairman	9
5.8	Powers of President	9
5.9	President’s Signature Authority	9
5.10	Absence of President	9
5.11	Duties of Secretary	9
5.12	Duties of Assistant Secretary	9
5.13	Duties of Treasurer	10
5.14	Disbursements and Financial Reports	10
5.15	Treasurer’s Bond	10
5.16	Duties of Assistant Treasurer	10
ARTICLE VI CERTIFICATE OF STOCK		10
6.1	Stock Certificates	10
6.2	Facsimile Signatures	11
6.3	Lost Certificates	11
6.4	Transfer of Stock	11
6.5	Fixing a Record Date	11
6.6	Registered Stockholders	12
ARTICLE VII GENERAL PROVISIONS		12
7.1	Dividends	12
7.2	Reserve for Dividends	12
7.3	Checks	12
7.4	Fiscal Year	12
7.5	Corporate Seal	12
7.6	Indemnification	12
7.7	Conflicts with Certificate of Incorporation	14
ARTICLE VIII AMENDMENTS		14
ARTICLE IX LOANS TO OFFICERS		14
ARTICLE X RECORDS AND REPORTS		14

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RESTATED BYLAWS

OF

INFOBLOX, INC.

ARTICLE I

OFFICES

1.1 Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

1.2 Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

2.1 Location. All meetings of the stockholders for the election of directors shall be held in the City of Santa Clara State of California, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting; provided, however, that the Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211 of the Delaware General Corporations Law (“DGCL”). Meetings of stockholders for any other purpose may be held at such time and place, if any, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof, or a waiver by electronic transmission by the person entitled to notice.

2.2 Timing. Annual meetings of stockholders, commencing with the year 2010, shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.

2.3 Notice of Meeting. Written notice of any stockholder meeting stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given to each stockholder entitled to vote at such meeting not fewer than ten (10) nor more than sixty (60) days before the date of the meeting.

2.4 Stockholders’ Records. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address (but not the electronic address or other electronic contact information) of each stockholder and the number of shares registered in the name of each

stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

2.5 Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning at least twenty percent (20%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

2.6 Notice of Meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting shall also be provided in the notice.

2.7 Business Transacted at Special Meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

2.8 Quorum; Meeting Adjournment; Presence by Remote Means.

(a) Quorum; Meeting Adjournment. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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(b) Presence by Remote Means. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(1) participate in a meeting of stockholders; and

(2) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

2.9 Voting Thresholds. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

2.10 Number of Votes Per Share. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote by such stockholder or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

2.11 Action by Written Consent of Stockholders; Electronic Consent; Notice of Action.

(a) Action by Written Consent of Stockholders. Unless otherwise provided by the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken, is signed in a manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the corporation as provided in subsection (b) below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner provided above, written consents signed by a

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sufficient number of stockholders to take the action set forth therein are delivered to the corporation in the manner provided above.

(b) Electronic Consent. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (1) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (2) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

(c) Notice of Action. Prompt notice of any action taken pursuant to this Section 2.11 shall be provided to the stockholders in accordance with Section 228(e) of the DGCL.

ARTICLE III

DIRECTORS

3.1 Authorized Directors. The number of directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting of the stockholders, except as provided in Section 3.2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

3.2 Vacancies. Unless otherwise provided in the corporation’s certificate of incorporation, as it may be amended, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of

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the whole Board of Directors (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

3.3 Board Authority. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

3.4 Location of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

3.5 First Meeting. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

3.6 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.7 Special Meetings. Special meetings of the Board of Directors may be called by the president upon notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two (2) directors unless the Board of Directors consists of only one director, in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Notice of any special meeting shall be given to each director at his business or residence in writing, or by telegram, facsimile transmission, telephone communication or electronic transmission (provided, with respect to electronic transmission, that the director has consented to receive the form of transmission at the address to which it is directed). If mailed, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four (24) hours before such meeting. If by facsimile transmission or other electronic transmission, such notice shall be transmitted at least twenty-four (24) hours before such meeting. If by telephone, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of

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Article VIII hereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in writing, either before or after such meeting.

3.8 Quorum. At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business and any act of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

3.9 Action Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing, writings, electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.

3.10 Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or any committee, by means of conference telephone or other means of communication by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

3.11 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval or (ii) adopting, amending or repealing any provision of these bylaws.

3.12 Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

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3.13 Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

3.14 Removal of Directors. Unless otherwise provided by the certificate of incorporation or these bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

4.1 Notice. Unless otherwise provided in these bylaws, whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

4.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

4.3 Electronic Notice.

(a) Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders and directors, any notice to stockholders or directors given by the corporation under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder or director to whom the notice is given. Any such consent shall be revocable by the stockholder or director by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(b) Effective Date of Notice. Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a

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number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) Form of Electronic Transmission. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE V

OFFICERS

5.1 Required and Permitted Officers. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, treasurer and a secretary. The Board of Directors may elect from among its members a Chairman of the Board and a Vice-Chairman of the Board. The Board of Directors may also choose one or more vice-presidents, assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these bylaws otherwise provide.

5.2 Appointment of Required Officers. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a treasurer, and a secretary and may choose vice-presidents.

5.3 Appointment of Permitted Officers. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

5.4 Officer Compensation. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.

5.5 Term of Office; Vacancies. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD

5.6 Chairman Presides. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He

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shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

5.7 Absence of Chairman. In the absence of the Chairman of the Board, the Vice-Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He or she shall have and may exercise such powers as are, from time to time, assigned to him by the Board of Directors and as may be provided by law.

THE PRESIDENT AND VICE-PRESIDENTS

5.8 Powers of President. The president shall be the chief executive officer of the corporation; in the absence of the Chairman and Vice-Chairman of the Board he shall preside at all meetings of the stockholders and the Board of Directors; he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

5.9 President’s Signature Authority. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

5.10 Absence of President. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if any, (or in the event there be more than one vice-president, the vice-presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

5.11 Duties of Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

5.12 Duties of Assistant Secretary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the

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secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

5.13 Duties of Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

5.14 Disbursements and Financial Reports. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

5.15 Treasurer’s Bond. If required by the Board of Directors, the treasurer shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

5.16 Duties of Assistant Treasurer. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall, in the absence of the treasurer or in the event of the treasurer’s inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

6.1 Stock Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by or in the name of the corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative

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participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

6.2 Facsimile Signatures. Any or all of the signatures on the certificate may be facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the corporation with the same effect as if such officer, transfer agent or registrar were still acting as such at the date of issue.

6.3 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

6.4 Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

6.5 Fixing a Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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6.6 Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner, to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

7.1 Dividends. Dividends upon the capital stock of the corporation, if any, subject to the provisions of the certificate of incorporation, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

7.2 Reserve for Dividends. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their sole discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

7.3 Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.4 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

7.5 Corporate Seal. The Board of Directors may adopt a corporate seal having inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.6 Indemnification. The corporation shall, to the fullest extent authorized under the laws of the State of Delaware, as those laws may be amended and supplemented from time to time, indemnify any director made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of being a director of the corporation or a predecessor corporation or a director or officer of another corporation, if such person served in such position at the request of the corporation; provided, however, that the corporation shall indemnify any such director or officer in connection with a proceeding initiated by such director or officer only if such proceeding was authorized by the Board of Directors of the corporation. The indemnification provided for in this Section 7.6 shall: (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under these bylaws, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in

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their official capacities and as to action in another capacity while holding such office, (ii) continue as to a person who has ceased to be a director, and (iii) inure to the benefit of the heirs, executors and administrators of a person who has ceased to be a director. The corporation’s obligation to provide indemnification under this Section 7.6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the corporation or any other person.

Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is or was a director of the corporation (or was serving at the corporation’s request as a director or officer of another corporation) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by relevant sections of the DGCL. Notwithstanding the foregoing, the corporation shall not be required to advance such expenses to an agent who is a party to an action, suit or proceeding brought by the corporation and approved by a majority of the Board of Directors of the corporation that alleges willful misappropriation of corporate assets by such agent, disclosure of confidential information in violation of such agent’s fiduciary or contractual obligations to the corporation or any other willful and deliberate breach in bad faith of such agent’s duty to the corporation or its stockholders.

The foregoing provisions of this Section 7.6 shall be deemed to be a contract between the corporation and each director who serves in such capacity at any time while this bylaw is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

The Board of Directors in its sole discretion shall have power on behalf of the corporation to indemnify any person, other than a director, made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was an officer or employee of the corporation.

To assure indemnification under this Section 7.6 of all directors, officers and employees who are determined by the corporation or otherwise to be or to have been “fiduciaries” of any employee benefit plan of the corporation that may exist from time to time, Section 145 of the DGCL shall, for the purposes of this Section 7.6, be interpreted as follows: an “other enterprise” shall be deemed to include such an employee benefit plan, including without limitation, any plan of the corporation that is governed by the Act of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; the corporation shall be deemed to have requested a person to serve the corporation for purposes of Section 145 of the DGCL, as administrator of an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”

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CERTIFICATE OF INCORPORATION GOVERNS

7.7 Conflicts with Certificate of Incorporation. In the event of any conflict between the provisions of the corporation’s certificate of incorporation and these bylaws, the provisions of the certificate of incorporation shall govern.

ARTICLE VIII

AMENDMENTS

8.1 These bylaws may be altered, amended or repealed, or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal bylaws is conferred upon the Board of Directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

ARTICLE IX

LOANS TO OFFICERS

9.1 The corporation may lend money to, or guarantee any obligation of or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE X

RECORDS AND REPORTS

10.1 The application and requirements of Section 1501 of the California General Corporation Law are hereby expressly waived to the fullest extent permitted thereunder.

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CERTIFICATE OF SECRETARY OF

INFOBLOX, INC.

The undersigned, Remo Canessa, hereby certifies that he is the duly elected and acting Secretary of InfoBlox, Inc., a Delaware corporation (the “Corporation”), and that the Bylaws attached hereto constitute the Bylaws of said Corporation as duly adopted by the Directors on April 15, 2010.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed his name this 15^th day of April, 2010.

/s/ Remo Canessa

Remo Canessa, Secretary

EX-4.02

Exhibit 4.02

INFOBLOX INC.

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

May 1, 2010

TABLE OF CONTENTS

			Page
1.	Registration Rights			2
	1.1	Definitions		2
	1.2	Request for Registration		3
	1.3	Company Registration		4
	1.4	Form S-3 Registration		5
	1.5	Obligations of the Company		7
	1.6	Information from Holder		8
	1.7	Expenses of Registration		8
	1.8	Delay of Registration		9
	1.9	Indemnification		9
	1.10	Reports Under the 1934 Act		11
	1.11	Assignment of Registration Rights		12
	1.12	Limitations on Subsequent Registration Rights		12
	1.13	“Market Stand-Off” Agreement		12
	1.14	Termination of Registration Rights		13
2.	Covenants of the Company			13
	2.1	Delivery of Financial Statements		13
	2.2	Inspection		14
	2.3	Right of First Offer		14
	2.4	Director and Officer Insurance		17
	2.5	Proprietary Information and Inventions Agreements		17
	2.6	Employee Agreements		17
	2.7	Compensation Committee		17
	2.8	Termination of Certain Covenants		17
3.	Miscellaneous			18
	3.1	Successors and Assigns		18
	3.2	Governing Law		18
	3.3	Counterparts		18
	3.4	Titles and Subtitles		18
	3.5	Notices		18
	3.6	Expenses		18
	3.7	Entire Agreement; Amendments and Waivers		18
	3.8	Severability		19
	3.9	Aggregation of Stock		19
	3.10	Termination of Prior Agreement		19

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 1st day of May, 2010 by and among Infoblox Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”

RECITALS

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series A Preferred Stock”) and/or Series B Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series B Preferred Stock”) and/or Series C Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series C Preferred Stock”) and/or Series D Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series D Preferred Stock”) and/or Series E Preferred Stock and/or shares of Common Stock issued upon conversion thereof (the “Series E Preferred Stock”) and possess registration rights, information rights, rights of first offer and other rights pursuant to the Second Amended and Restated Investors’ Rights Agreement dated March 2, 2005 (the “Prior Agreement”);

WHEREAS, the Prior Agreement may be amended, and any provision therein waived, with the consent of the Company, the holders of two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company, and the Major Investors (as defined in the Prior Agreement) holding two-thirds of the Registrable Securities (as defined in the Prior Agreement) held by all Major Investors (as defined in the Prior Agreement);

WHEREAS, the Existing Investors, as holders of a two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company and constituting the Major Investors (as defined in the Prior Agreement) holding two-thirds of the Registrable Securities (as defined in the Prior Agreement) held by all Major Investors (as defined in the Prior Agreement), desire to amend and restate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the rights granted to them under the Prior Agreement; and

WHEREAS, certain Investors (the “New Investors”) are holders of shares of the Company’s Series F-1 Preferred Stock and/or Series F-2 Preferred Stock and/or Series F-3 Preferred Stock and/or shares of Common Stock issued upon conversion thereof (collectively, the “Series F Preferred Stock” and collectively with the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, the “Preferred Stock”) and are parties to that certain Agreement and Plan of Merger and Reorganization dated as of April 15, 2010 (the “Merger Agreement”), which provides that as a condition to the closing of the transactions contemplated in the Merger Agreement, this Agreement must be executed and delivered by the New Investors, Existing Investors holding two-thirds of the Registrable Securities (as defined in the Prior Agreement) of the Company and two-thirds of the Registrable Securities (as defined in the Prior Agreement) held by all Major Investors (as defined in the Prior Agreement), and the Company.

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NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Existing Investors hereby agree that the Prior Agreement shall be superseded and replaced in its entirety by this Agreement, and the parties hereto further agree as follows:

1. Registration Rights. The Company covenants and agrees as follows:

1.1 Definitions. For purposes of this Section 1:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(c) The term “Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.11 hereof.

(d) The term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

(e) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(f) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(g) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned.

(h) The number of shares of “Registrable Securities” outstanding shall be determined by the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

(i) The term “Rule 144” shall mean Rule 144 under the Act.

(j) The term “Rule 145” shall mean Rule 145 under the Act.

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(k) The term “SEC” shall mean the Securities and Exchange Commission.

1.2 Request for Registration.

(a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) [April     , 2012] or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of thirty percent (30%) or more of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by two-thirds (2/3rds) in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by two-thirds (2/3rds) in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:

(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or

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(ii) after the Company has effected three (3) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective; or

(iii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective; or

(iv) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or

(v) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act.

1.3 Company Registration.

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities

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in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof.

(c) Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders and other affiliates (as defined in Rule 405 under the Act) of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

1.4 Form S-3 Registration. In case the Company shall receive from the Holders of the Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) use all commercially reasonable efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested

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and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this section 1.4:

(i) if Form S-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $2,500,000;

(iii) if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, or a registration relating to a corporate reorganization or transaction under Rule 145 of the Act);

(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; or

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).

(d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders.

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Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2 or 1.3.

1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of two-thirds (2/3rds) of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement.

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use all commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

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(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

(g) cause all such Registrable Securities registered pursuant to this Section 1 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by the Company are then listed;

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration; and

(i) in the event of any underwritten public offering, cooperate with the selling Holders, the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the selling Holders or the underwriters in connection therewith, and participate, to the extent reasonably requested by the managing underwriter for the offering or the selling Holders, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Company.

1.6 Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

1.7 Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of two-thirds (2/3rds) of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be

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included in the withdrawn registration), unless, in the case of a registration requested under Section 1.2, the Holders of two-thirds (2/3rds) of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 and provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2 and 1.4.

1.8 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.9 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in such registration statement a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, underwriter, controlling person or other aforementioned person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling person or other aforementioned person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any underwriter, or any person controlling such underwriter, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the most current prospectus was not sent or given

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by or on behalf of such underwriter to such person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(b) To the extent permitted by law, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon (and only to the extent) actions or omissions made in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this subsection 1.9(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld), and provided that in no event shall any indemnity under this subsection 1.9(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.9. Notwithstanding the foregoing, any indemnifying party shall not enter into any settlement of any such loss, claim, damage, liability or action without the full and complete release of all the indemnified parties.

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(d) If the indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations; provided, however, that no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 1.9(b), shall exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and the indemnified party 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 indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1 and otherwise.

1.10 Reports Under the 1934 Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the Initial Offering;

(b) take such action as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act

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(at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

1.11 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (i) is a subsidiary, parent, partner, limited partner, member retired partner or stockholder or affiliate (as defined in Rule 405 under the Act) of a Holder, (ii) is a Holder’s family member or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds at least 1,000,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

1.12 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of two-thirds (2/3rds) of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

1.13 “Market Stand-Off” Agreement.

(a) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to

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the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

(b) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.13):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

1.14 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (i) five (5) years following the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the initial firm commitment underwritten offering of its securities to the general public (the “IPO”) or (ii) that date following the IPO when all of such Holder’s Registrable Securities could be sold without restriction under Rule 144.

2. Covenants of the Company.

2.1 Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor”):

(a) as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an income statement for such

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fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter, an unaudited balance sheet as of the end of such fiscal quarter;

(c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail;

(d) as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(e) with respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, (i) an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end audit adjustment and (ii) a statement from management of the Company explaining any significant deviations from the then-current budget and all significant current developments of the Company; and

(f) such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade secret or similar confidential information.

2.2 Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential information.

2.3 Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with

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respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, the term “Major Investor” includes any general partners and affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice in accordance with Section 3.5 (“Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares.

(b) By written notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Major Investor that elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares.

(c) If all Shares that Major Investors are entitled to obtain pursuant to subsection 2.3(b) are not elected to be obtained as provided in subsection 2.3(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsection 2.3(b) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than that, and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 2.3 shall not be applicable to (i) the issuance or sale of shares of Common Stock (or options therefor) to employees, directors, consultants and other service providers for the primary purpose of

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soliciting or retaining their services pursuant to plans or agreements approved by the Company’s Board of Directors; (ii) the issuance of securities pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock registered under the Act, (iii) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities, (iv) the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise approved by the Company’s Board of Directors in good faith as being in the best interests of the Company and its stockholders, (v) the issuance of securities in connection with technology licenses, partnership agreements or other agreements, provided such issuances are primarily for other than equity financing purposes and provided such issuances are approved by the Company’s Board of Directors (including the director elected by the holders of the Series C Preferred Stock and the director elected by the holders of the Series D Preferred Stock), (vi) the issuance and sale of Series F Preferred Stock pursuant to the Merger Agreement, (vii) the issuance of securities to lenders, equipment lease financing entities, lessors and landlords, provided such issuances are primarily for other than equity financing purposes and provided such issuances are approved by the Company’s Board of Directors (including the director elected by the holders of the Series C Preferred Stock and the director elected by the holders of Series D Preferred Stock), (viii) the issuance of securities that have been subjected to the rights contained in this Section 2.3(d) where such rights have either been exercised or waived or have expired, (ix) the issuance of securities in connection with any proportionate stock split, stock dividend or distribution, recapitalization or similar event by the Company, (xi) the issuance of stock, warrants or other securities or rights to persons or entities with which the Company has business relationships (including, but not limited to, value added resellers), provided such issuances are primarily for other than equity financing purposes and provided such issuances are approved by the Company’s Board of Directors (including the director elected by the holders of Series C Preferred Stock and the director elected by the holders of Series D Preferred Stock). In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor in any subsequent offering of Shares if (i) at the time of such offering, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501 (a) of the Act and (ii) such offering of Shares is otherwise being offered only to accredited investors.

(e) The rights provided in tins Section 2.3 may not be assigned or transferred by any Major Investor; provided, however, that a Major Investor may assign or transfer such rights to any affiliate (as defined in Rule 405 under the Act) of such Major Investor and a Major Investor that is a venture capital fund may assign or transfer such rights to an affiliated venture capital fund.

(f) Notwithstanding the foregoing, if (i) the rights provided in this Section 2.3 are waived pursuant to Section 3.7 by the holders of at least two-thirds (2/3rds) of the Registrable Securities (the “Waiving Holder(s)”) with respect to a particular offering of Shares (a “Waived Offering”) and (ii) any such Waiving Holder(s) or their affiliates purchase Shares in such Waived Offering within sixty (60) days of such waiver, any Major Investor that was not a Waiving Holder shall have the right to purchase such number of Shares equal to its Waiver Pro Rata (as defined herein). For the purposes of this Section 2.3(f) only, Waiver Pro Rata shall mean up to that portion of such Shares that equals the proportion that the highest number of Shares purchased in such Waived Offering by a Waiving Holder (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to

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the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding).

(g) Solely for purposes of Section 2.1, Section 2.2 and Section 2.3, Open Prairie Ventures I, L.P. shall be deemed a “Major Investor” for so long as it owns Series C Preferred Stock or any shares of Common Stock issued upon conversion of such shares of Series C Preferred Stock.

2.4 Director and Officer Insurance. The Company shall obtain and maintain in full force and effect director and officer in an amount and upon terms reasonably acceptable to the Investors.

2.5 Proprietary Information and Inventions Agreements. The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

2.6 Employee Agreements. Unless approved by the Board of Directors of the Company, all future employees of the Company who shall purchase, or receive options to purchase, shares of the Company’s Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for (i) vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter and (ii) a 180-day lockup period in connection with the Company’s initial public offering. The Company shall retain a right of first refusal on transfers until the Company’s initial public offering and the right to repurchase unvested shares at cost.

2.7 Compensation Committee. The Company shall establish and maintain a Compensation Committee, which shall make recommendations to the Board of Directors of the Company regarding (a) changes in compensation for management, (b) changes in compensation at the director level and above, (c) the hiring and termination of the Company’s officers and other key employees, (d) stock options or (e) as the Board of Directors of the Company otherwise directs. Such Compensation Committee shall consist of two (2) directors of the Board of Directors of the Company which shall include (i) the Series C Director (as such term is defined in that certain Fourth Amended and Restated Voting Agreement dated as of the date hereof) and (ii) the Series A/B Director (as such term is defined in that certain Fourth Amended and Restated Voting Agreement dated as of the date hereof).

2.8 Termination of Certain Covenants. The covenants set forth in Sections 2.1 through 2.7 shall terminate and be of no further force or effect upon the consummation of (i) the Company’s sale of its Common Stock or other securities pursuant to a Registration Statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (ii) a Liquidation Event, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time).

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3. Miscellaneous.

3.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

3.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A telecopy or facsimile signature has the same effect as an original signature.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 3.5).

3.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.7 Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement (other than Sections 2.1 through 2.6) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least two­thirds (2/3rds) of the Registrable Securities. The provisions of Sections 2.1 through 2.6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the holders of at least two-

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thirds (2/3rds) of the Registrable Securities that are held by Major Investors. Notwithstanding the foregoing, in the event that any amendment, termination or waiver, would alter, change or waive the rights and obligations of an Investor in an adverse manner that is different than, and disproportionate to, the treatment by such amendment, termination or waiver of the rights of all Investors, then such amendment, termination or waiver shall also require the written consent of such adversely affected Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities, and the Company.

3.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

3.9 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.10 Termination of Prior Agreement. Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be suspended and replaced in its entirety by this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Third Amended and Restated Investors’ Rights Agreement as of the date first above written.

INFOBLOX INC.
By:	/s/ Robert Thomas
	Robert Thomas
	President and Chief Executive Officer
Address:		4750 Patrick Henry Drive Santa Clara, CA 95054

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

INVESTORS:
Sequoia Capital X
Sequoia Technology Partners X
Sequoia Capital X Principals Fund
By:	SC X Management, L.L.C.,
	A Delaware Limited Liability Company
	General Partner of Each
By:	/s/ Michael L. Goguen
	Managing Member
SEQUOIA CAPITAL FRANCHISE FUND
SEQUOIA CAPITAL FRANCHISE PARTNERS
By:	SCFF Management, LLC
	A Delaware Limited Liability Company
	General Partner of Each
By:	/s/ Michael L. Goguen
	Managing Member
SEQUOIA CAPITAL IX
SEQUOIA CAPITAL ENTREPRENEURS ANNEX FUND
By:	SC IX.I Management, LLC
	A Delaware Limited Liability Company
	General Partner of Each
By:	/s/ Michael L. Goguen
	Managing Member

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

INVESTORS:
TENAYA CAPITAL IV, LP
By: Tenaya Capital IV Annex GP, LLC, its General Partner
By:	/s/ James D. Hinson
Name:	James D. Hinson
Title:	COO

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

INVESTORS:
Tenaya Capital IV-C, L.P. (f/k/a Lehman Brothers Venture Partners 2003-C, L.P.)
By: Tenaya Capital IV GP, L.P., its General Partner
By: Tenaya Capital IV GP, LLC, its General Partner
By:	/s/ James D. Hinson
Name:	James D. Hinson
Title:	COO
Tenaya Capital IV-P, L.P. (f/k/a Lehman Brothers Venture Partners 2003-P, L.P.)
By: Tenaya Capital IV GP, L.P., its General Partner
By: Tenaya Capital IV GP, LLC, its General Partner
By:	/s/ James D. Hinson
Name:	James D. Hinson
Title:	COO
Lehman Brothers Diversified Private Equity Fund 2004 Partners
By:	/s/ Ashvin Rao
Name:	Ashvin Rao
Title:	Authorized Signatory

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

INVESTORS:
Lehman Brothers Venture Capital Partners II, L.P.
By: Lehman Brothers Venture Associates II LLC, its General Partner
By:	/s/ Ashvin Rao
Name:	Ashvin Rao
Title:	Authorized Signatory
Lehman Brothers Partnership Account 2000/2001, L.P.
By: Lehman Brothers Partnership GP 2000/2001, L.P., its General Partner
By: LB I Group Inc., its General Partner
By:	/s/ Ashvin Rao
Name:	Ashvin Rao
Title:	Vice President
Lehman Brothers Offshore Partnership Account 2000/2001, L.P.
By: Lehman Brothers Offshore Partnership GP 2000/2001, L.P., its General Partner
By: Lehman Brothers Offshore Partners Ltd., its General Partner
By:	/s/ Ashvin Rao
Name:	Ashvin Rao
Title:	Vice President

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

INVESTORS:

Duchossis Technology Partners, L.L.C.
By:	/s/ Dan Phelps
Name:	DAN PHELPS
Title:	GENERAL PARTNER

SIGNATURE PAGE TO THIRD AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT OF INFOBLOX, INC.

Schedule A

SCHEDULE OF INVESTORS

Sequoia Capital X

Sequoia Technology Partners X

Sequoia Capital X Principals Fund

Sequoia Capital Franchise Partners

Sequoia Capital Franchise Fund

Sequoia Capital IX

Sequoia Capital Entrepreneurs Annex Fund

Duchossois Technology Partners, L.L.C.

Chess Ventures, LLC

Chess Ventures, Ltd.

Chess Venture Partners, Ltd.

Open Prairie Ventures I, L.P.

Robert L. Grossman

Peter Foley

Lehman Brothers Venture Partners 2003-C, L.P.

Lehman Brothers Venture Partners 2003-P, L.P.

Lehman Brothers Venture Capital 2003 Partnership

Lehman Brothers P.A. LLC

Lelmmn Brothers Venture Capital Partners Ii, L.P.

Lehman Brothers Partnership Account 2000/2001, L.P.

Lehman Brothers Offshore Partnership Account 2000/2001, L.P.

G&H Partners

Blair Revocable Trust DTD 12/30/92

Angel Food, Inc.

Network Value Components

Big Basin Partners LP

Focus Ventures II, L.P

FV Investors II A, L.P.

FV Investors II QP, L.P.

The Co-Investment Fund II, L.P.

Hsun Chou

Victor Parker

Trinity Ventures IX, L.P.

Trinity IX Side-By-Side Fund, L.P.

Trinity IX Entrepreneurs’ Fund, L.P.

Novak Biddle Venture Partners IV, L.P.

Gold Hill Capital

Jarhead Investments LLC

Don Pyle

Nigel Pugh

Terrance C. Slattery

EX-10.02

Exhibit 10.02

INFOBLOX INC.

2003 STOCK PLAN

Adopted on April 4, 2003

(As amended on May 25, 2004, September 30, 2004, November 30, 2004,

May 25, 2005, February 14, 2006, December 15, 2006, June 25, 2008,

February 24, 2010, July 6, 2010, September 15, 2010 and December 8, 2010)

TABLE OF CONTENTS

		Page No.
SECTION 1.	ESTABLISHMENT AND PURPOSE		1
SECTION 2.	ADMINISTRATION		1
(a)	Committees of the Board of Directors		1
(b)	Authority of the Board of Directors		1
SECTION 3.	ELIGIBILITY		1
(a)	General Rule		1
(b)	Ten-Percent Stockholders		1
SECTION 4.	STOCK SUBJECT TO PLAN		2
(a)	Basic Limitation		2
(b)	Additional Shares		2
SECTION 5.	TERMS AND CONDITIONS OF AWARDS OR SALES		2
(a)	Stock Purchase Agreement		2
(b)	Duration of Offers and Nontransferability of Rights		2
(c)	Purchase Price		2
(d)	Withholding Taxes		3
(e)	Restrictions on Transfer of Shares and Minimum Vesting		3
SECTION 6.	TERMS AND CONDITIONS OF OPTIONS		3
(a)	Stock Option Agreement		3
(b)	Number of Shares		3
(c)	Exercise Price		3
(d)	Exercisability		4
(e)	Accelerated Exercisability		4
(f)	Basic Term		4
(g)	Termination of Service (Except by Death)		4
(h)	Leaves of Absence		5
(i)	Death of Optionee		5
(j)	Restrictions on Transfer of Shares and Minimum Vesting		5
(k)	Transferability of Options		5
(l)	Withholding Taxes		6
(m)	No Rights as a Stockholder		6
(n)	Modification, Extension and Assumption of Options		6

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TABLE OF CONTENTS

(continued)

		Page No.
SECTION 7.	PAYMENT FOR SHARES		6
(a)	General Rule		6
(b)	Surrender of Stock		6
(c)	Services Rendered		6
(d)	Promissory Note		6
(e)	Exercise/Sale		7
(f)	Exercise/Pledge		7
SECTION 8.	ADJUSTMENT OF SHARES		7
(a)	General		7
(b)	Mergers and Consolidations		7
(c)	Reservation of Rights		8
SECTION 9.	SECURITIES LAW REQUIREMENTS		8
(a)	General		8
(b)	Financial Reports		8
SECTION 10.	NO RETENTION RIGHTS		8
SECTION 11.	DURATION AND AMENDMENTS		8
(a)	Term of the Plan		8
(b)	Right to Amend or Terminate the Plan		9
(c)	Effect of Amendment or Termination		9
SECTION 12.	DEFINITIONS		9

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INFOBLOX INC.

2003 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE

The purpose of the Plan is to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under Section 422 of the Code.

Capitalized terms are defined in Section 12.

SECTION 2. ADMINISTRATION

(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist of two or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b) Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee. No member of Board of Directors or any Committee shall be liable for the action taken or failed to be taken or determination made in good faith pursuant to this Plan.

SECTION 3. ELIGIBILITY

(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory Options or the direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs.

(b) Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for designation as an Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and (iii) in the case of an ISO, such ISO by its terms is not exercisable after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

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SECTION 4. STOCK SUBJECT TO PLAN

(a) Basic Limitation. Not more than 52,201,011¹ Shares may be issue under the Plan (subject to Subsection (b) below and Section 8). The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b) Additional Shares. In the event that Shares previously issued under the Plan or the 2000 Plan are reacquired by the Company pursuant to a forfeiture provision, right of repurchase or right of first refusal, such Shares shall be added to the number of Shares then available for issuance under the Plan. However, the aggregate number of Shares issued upon the exercise of ISOs (including Shares reacquired by the Company) shall in no event exceed 200% of the number specified in Subsection (a) above. In the event that an outstanding Option or other right for any reason expires or is canceled under this Plan or the 2000 Plan, the Shares allocable to the unexercised portion of such Option or other right shall not reduce the number of Shares available for issuance under the Plan.

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES

(a) Stock Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various Stock Purchase Agreements entered into under the Plan need not be identical.

(b) Duration of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right was granted.

(c) Purchase Price. The Purchase Price of Shares to be offered under the Plan shall not be less than 85% of the Fair Market Value of such Shares, and a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors shall determine the Purchase Price at its sole discretion. The Purchase Price shall

¹  Reflects an 1-for-137 reverse stock split, a 2,400,000 share increase approved by the Board of Directors on May 25, 2004, a 5,000,000 share increase approved by the Board of Directors on September 30, 2004, a 5,133,758 share increase approved by the Board of Directors on November 30, 2004, a 2,109,000 share increase approved by the Board of Directors on May 25, 2005, a 2,426,000 share increase approved by the Board of Directors on February 14, 2006, a 5,700,000 share increase approved by the Board of Directors on December 15, 2006, a 4,000,000 share increase approved by the Board of Directors on June 25, 2008, a 5,800,000 share increase approved by the Board of Directors on February 24, 2010, a 3,700,000 increase approved by the Board of Directors on July 6, 2010, a 1,300,000 increase approved by the Board of Directors on September 15, 2010 and a 600,000 increase approved by the Board of Directors on December 8, 2010.

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be payable in a form described in Section 7.

(d) Withholding Taxes. As a condition to the purchase of Shares, the Purchaser shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such purchase.

(e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares awarded or sold under the Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of a Purchaser who is not an officer of the Company, an Outside Director or a Consultant:

(i) Any right to repurchase the Purchaser’s Shares at the original Purchase Price (if any) upon termination of the Purchaser’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the award or sale of the Shares;

(ii) Any such right may be exercised only for cash or for cancellation of indebtedness incurred in purchasing the Shares; and

(iii) Any such right may be exercised only within 90 days after the termination of the Purchaser’s Service.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS

(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option.

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not be less than 85% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required by Section 3(b). Subject to the preceding two sentences, the Exercise Price under any Option shall be determined by the Board of Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 7.

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(d) Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee has delivered an executed copy of the Stock Option Agreement to the Company. In the case of an Optionee who is not an officer of the Company, an Outside Director or a Consultant, an Option shall become exercisable at least as rapidly as 20% per year over the five-year period commencing on the date of grant. Subject to the preceding sentence, the Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole discretion.

(e) Accelerated Exercisability. Unless the applicable Stock Option Agreement provides otherwise, all of an Optionee’s Options shall become exercisable in full if (i) the Company is subject to a Change in Control before the Optionee’s Service terminates, (ii) such Options do not remain outstanding, (iii) such Options are not assumed by the surviving corporation or its parent and (iv) the surviving corporation or its parent does not substitute options with substantially the same terms for such Options.

(f) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of grant, and a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire.

(g) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s death, then the Optionee’s Options shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (f) above;

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability, or such later date as the Board of Directors may determine; or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination).

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(h) Leaves of Absence. For purposes of Subsection (g) above, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

(i) Death of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (f) above; or

(ii) The date 12 months after the Optionee’s death, or such later date as the Board of Directors may determine.

All or part of the Optionee’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a result of the Optionee’s death). The balance of such Options shall lapse when the Optionee dies.

(j) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions that may apply to holders of Shares generally. In the case of an Optionee who is not an officer of the Company, an Outside Director or a Consultant:

(i) Any right to repurchase the Optionee’s Shares at the original Exercise Price upon termination of the Optionee’s Service shall lapse at least as rapidly as 20% per year over the five-year period commencing on the date of the option grant;

(ii) Any such right may be exercised only for cash or for cancellation of indebtedness incurred in purchasing the Shares; and

(iii) Any such right may be exercised only within 90 days after the later of (A) the termination of the Optionee’s Service or (B) the date of the option exercise.

(k) Transferability of Options. An Option shall be transferable by the Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option Agreement so provides, an NSO shall also be transferable by the Optionee by (i) a gift to a member of the Optionee’s Immediate Family or (ii) a gift to an inter vivos or testamentary trust in which members of the Optionee’s Immediate Family have a beneficial interest of more than 50% and which provides that such NSO is to be transferred to the beneficiaries upon the Optionee’s death.

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An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative.

(l) Withholding Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise. The Optionee shall also make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option.

(m) No Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.

(n) Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s rights or increase the Optionee’s obligations under such Option.

SECTION 7. PAYMENT FOR SHARES

(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7.

(b) Surrender of Stock. To the extent that a Stock Option Agreement so provides, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when the Option is exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

(c) Services Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.

(d) Promissory Note. To the extent that a Stock Option Agreement or Stock Purchase Agreement so provides, all or a portion of the Exercise Price or Purchase Price (as the case may be) of Shares issued under the Plan to an Employee or Outside Director may be paid with a full-recourse promissory note. However, the par value of the Shares, if newly issued, shall be paid in cash or cash equivalents. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under

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the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any) and other provisions of such note. This Subsection (d) shall not apply with respect to Shares issued under the Plan to a Consultant.

(e) Exercise/Sale. To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

(f) Exercise/Pledge. To the extent that a Stock Option Agreement so provides, and. if Stock is publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes.

SECTION 8. ADJUSTMENT OF SHARES

(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares or a combination or consolidation of the outstanding Stock into a lesser number of Shares, corresponding adjustments shall automatically be made in each of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option and (iii) the Exercise Price under each outstanding Option. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option or (iii) the Exercise Price under each outstanding Option.

(b) Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Options shall be subject to the agreement of merger or consolidation. Such agreement shall provide for:

(i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation);

(ii) The assumption of the Plan and such outstanding Options by the surviving corporation or its parent;

(iii) The substitution by the surviving corporation or its parent of options with substantially the same terms for such outstanding Options;

(iv) The full exercisability of such outstanding Options and full vesting of the Shares subject to such Options, followed by the cancellation of such Options; or

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(v) The settlement of the full value of such outstanding Options (whether or not then exercisable) in cash or cash equivalents, followed by the cancellation of such Options.

(c) Reservation of Rights. Except as provided in this Section 8, an Optionee or Purchaser shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 9. SECURITIES LAW REQUIREMENTS

(a) General. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.

(b) Financial Reports. The Company each year shall furnish to Optionees, Purchasers and stockholders who have received Stock under the Plan its balance sheet and income statement, unless such Optionees, Purchasers or stockholders are key Employees whose duties with the Company assure them access to equivalent information. Such balance sheet and income statement need not be audited.

SECTION 10. NO RETENTION RIGHTS

Nothing in the Plan or in any right or Option granted under the Plan shall confer upon the Purchaser or Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS

(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate automatically 10 years after the later of (i) its adoption by the Board of Directors or (ii) the most recent increase in the number of Shares reserved under

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Section 4 that was approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.

(b) Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8) or (ii) materially changes the class of persons who are eligible for the grant of ISOs. Stockholder approval shall not be required for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares reserved under Section 4 within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance on such increase shall be rescinded and no additional grants, exercises or sales shall thereafter be made in reliance on such increase. No additional awards shall be made under the 2000 Plan after the date of stockholder approval of this Plan. All options outstanding under the 2000 Plan as of such date shall, immediately upon approval of the Plan by the Company’s stockholders, be incorporated into the Plan and treated as outstanding options under the Plan. However, each outstanding option so incorporated shall continue to be governed solely by the terms of the documents evidencing such option, and no provision of the Plan shall be deemed to affect or otherwise modify the rights or obligations of the holders of such incorporated options with respect to their acquisition of shares of Stock.

(c) Effect of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan.

SECTION 12. DEFINITIONS

(a) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

(b) “Change in Control” shall mean (i) the consummation of a merger or consolidation of the Company with or into another entity or (ii) the dissolution, liquidation or winding up of the Company. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a “Change in Control” if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were the Company’s stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of the voting power of the Company’s capital stock immediately prior to such merger or consolidation.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

(e) “Company” shall mean Infoblox Inc., a Delaware corporation.

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(f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

(g) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(h) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(i) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

(j) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(k) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law or sister-in-law and shall include adoptive relationships.

(l) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(m) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

(n) “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

(o) “Optionee” shall mean a person who holds an Option.

(p) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(q) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(r) “Plan” shall mean this Infoblox Inc. 2003 Stock Plan.

(s) “2000 Plan” shall mean the InfoBlox Inc. 2000 Stock Option Plan as amended from time to time.

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(t) “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option), as specified by the Board of Directors.

(u) “Purchaser” shall mean a person to whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of an Option).

(v) “Service” shall mean service as an Employee, Outside Director or Consultant.

(w) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).

(x) “Stock” shall mean the Common Stock of the Company, with a par value of $0.0001 per Share.

(y) “Stock Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option.

(z) “Stock Purchase Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

(aa) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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INFOBLOX INC. 2003 STOCK PLAN

NOTICE OF STOCK OPTION GRANT

You have been granted the following option to purchase shares of the Common Stock of Infoblox Inc. (the “Company”):

Name of Optionee:	«Name»
Total Number of Shares:	«TotalShares»
Type of Option:	«ISO»Incentive Stock Option (ISO)
	«NSO» Nonstatutory Stock Option (NSO)
Exercise Price Per Share:	$«PricePerShare»
Date of Grant:	«DateGrant»
Date Exercisable:	This option may be exercised at any time after the Date of Grant for all or any part of the Shares subject to this option.
Vesting Commencement Date:	«VestComDate»
Vesting Schedule:	The Right of Repurchase shall lapse with respect to the first 25% of the Shares subject to this option when the Optionee completes 12 months of continuous Service after the Vesting Commencement Date. The Right of Repurchase shall lapse with respect to an additional 2.0833% of the Shares subject to this option when the Optionee completes each month of continuous Service thereafter.
Expiration Date:	«ExpDate». This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the 2003 Stock Plan and the Stock Option Agreement, both of which are attached to and made a part of this document.

OPTIONEE:	INFOBLOX INC.
	By:
	Title:

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

INFOBLOX INC. 2003 STOCK PLAN:

STOCK OPTION AGREEMENT

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

(b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.

(c) Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 14 of this Agreement.

SECTION 2. RIGHT TO EXERCISE.

(a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7.

(b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders.

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. EXERCISE PROCEDURES.

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 13(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price.

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option.

(c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5. PAYMENT FOR STOCK.

(a) Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.

(b) Surrender of Stock. All or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market Value on the date when this option is exercised. The Optionee shall not surrender, or attest to the ownership of, Shares in payment of the Purchase Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this option for financial reporting purposes.

(c) Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

(d) Exercise/Pledge. All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction

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to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company. However, payment pursuant to this Subsection (d) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law.

SECTION 6. TERM AND EXPIRATION.

(a) Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies).

(b) Termination of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions:

(i) The expiration date determined pursuant to Subsection (a) above;

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability; or

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability.

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on or before the date when the Optionee’s Service terminated.

(c) Death of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:

(i) The expiration date determined pursuant to Subsection (a) above; or

(ii) The date 12 months after the Optionee’s death.

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the Optionee’s death. When the Optionee dies, this option shall expire immediately with respect

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to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares.

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s part-time work policy or the terms of an agreement between the Optionee and the Company pertaining to his or her part-time schedule. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.

(e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised:

(i) More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);

(ii) More than 12 months after the date when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or

(iii) More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the Optionee’s reemployment rights following such leave were guaranteed by statute or by contract.

SECTION 7. RIGHT OF REPURCHASE.

(a) Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service. The Right of Repurchase may be exercised automatically under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the Exercise Price for each of the Restricted Shares being repurchased.

(b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option Grant.

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(c) Escrow. Upon issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal.

(d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of the Restricted Shares. During the Repurchase Period, the Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company properly endorsed for transfer.

(e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for such Restricted Shares has been accepted.

(f) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the

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Company with or into another entity or any other corporate reorganization, the Right of Repurchase may be exercised by the Company’s successor.

(g) Transfer of Restricted Shares. The Optionee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(h) Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7.

SECTION 8. RIGHT OF FIRST REFUSAL.

(a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal or state securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal and state securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days

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after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company with or into another entity, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8.

(d) Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.

(e) Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee.

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement.

(g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8.

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SECTION 9. LEGALITY OF INITIAL ISSUANCE.

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;

(b) Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and

(c) Any other applicable provision of federal, state or foreign law has been satisfied.

SECTION 10. NO REGISTRATION RIGHTS.

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 11. RESTRICTIONS ON TRANSFER.

(a) Securities Law Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other law.

(b) Market Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company or its underwriters. Such restriction (the “Market Stand-Off’) shall be in effect for such period of time following the date of the final prospectus for the offering as may be requested by the Company or such underwriters. In no event, however, shall such period exceed 180 days. The Market Stand-Off shall in any event terminate two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares

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acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public offering under the Securities Act, and the Optionee or a Transferee shall be subject to this Subsection (b) only if the directors and officers of the Company are subject to similar arrangements.

(c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof.

(d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legend:

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED”

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(f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

(g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on the Optionee and all other persons.

SECTION 12. ADJUSTMENT OF SHARES.

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be subject to the agreement of merger or consolidation, as provided in Section 8(b) of the Plan.

SECTION 13. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.

(b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c) Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company in accordance with this Subsection (c).

(d) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 14. DEFINITIONS.

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(a) “Agreement” shall mean this Stock Option Agreement.

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(e) “Company” shall mean Infoblox Inc., a Delaware corporation.

(f) “Consultant” shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

(g) “Date of Grant” shall mean the date specified in the Notice of Stock Option Grant, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(h) “Disability” shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

(i) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(j) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant.

(k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(l) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law, brother-in-law or sister-in-law and shall include adoptive relationships.

(m) “ISO” shall mean an employee incentive stock option described in Section 422(b) of the Code.

(n) “Notice of Stock Option Grant” shall mean the document so entitled to which this Agreement is attached.

(o) “NSO” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

(p) “Optionee” shall mean the person named in the Notice of Stock Option Grant.

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(q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee.

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(s) “Plan” shall mean the Infoblox Inc. 2003 Stock Plan, as in effect on the Date of Grant.

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(u) “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the Optionee’s Service terminates for any reason, including (without limitation) death or disability.

(v) “Restricted Share” shall mean a Share that is subject to the Right of Repurchase.

(w) “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 8.

(x) “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

(y) “Securities Act” shall mean the Securities Act of 1933, as amended.

(z) “Service” shall mean service as an Employee, Outside Director or Consultant.

(aa) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable).

(bb) “Stock” shall mean the Common Stock of the Company, with a par value of $0.0001 per Share.

(cc) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(dd) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.

(ee) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in Section 8.

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EX-10.03

Exhibit 10.03

NETCORDIA, INC.

AMENDED AND RESTATED 2005 STOCK PLAN

1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.

(c) “Board” means the Board of Directors of the Company.

(d) “Change in Control” means the occurrence of any of the following events:

(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities, except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, shall not be deemed to be a Change in Control; or

(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or

(iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(e) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(f) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4 hereof.

(g) “Common Stock” means the Common Stock of the Company.

(h) “Company” means Netcordia, Inc., a Delaware corporation.

(i) “Consultant” means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services to such entity.

(j) “Director” means a member of the Board.

(k) “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(l) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(n) “Exchange Program” means a program under which (a) outstanding Options are surrendered or cancelled in exchange for Options of the same type (which may have lower exercise prices and different terms), Options of a different type, and/or cash, and/or (b) the exercise price of an outstanding Option is reduced. The terms and conditions of any Exchange Program will be determined by the Administrator in its sole discretion.

(o) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(p) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(q) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

(r) “Option” means a stock option granted pursuant to the Plan.

(s) “Option Agreement” means a written or electronic agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.

(t) “Optioned Stock” means the Common Stock subject to an Option or a Stock Purchase Right.

(u) “Optionee” means the holder of an outstanding Option or Stock Purchase Right granted under the Plan.

(v) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(w) “Plan” means this Amended and Restated 2005 Stock Plan.

(x) “Restricted Stock” means Shares issued pursuant to a Stock Purchase Right or Shares of restricted stock issued pursuant to an Option.

(y) “Restricted Stock Purchase Agreement” means a written or electronic agreement between the Company and the Optionee evidencing the terms and restrictions applying to Shares purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the notice of grant.

(z) “Service Provider” means an Employee, Director or Consultant.

(aa) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 below.

(bb) “Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 11 below.

(cc) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Options or Stock Purchase Rights and sold under the Plan is Nine Million Ninety Four Thousand Five Hundred Forty Three (9,094,543) Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, the unpurchased Shares that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan,

upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the Plan.

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each such award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions of any Option or Stock Purchase Right granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to institute an Exchange Program;

(vii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

(viii) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Optionees to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; and

(ix) to construe and interpret the terms of the Plan and Options granted pursuant to the Plan.

(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Limitations.

(a) Incentive Stock Option Limit. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) At-Will Employment. Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuing the Optionee’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause, and with or without notice.

7. Term of Plan. Subject to stockholder approval in accordance with Section 19, the Plan shall become effective upon its adoption by the Board. Unless sooner terminated under Section 15, it shall continue in effect for a term of ten (10) years from the later of (i) the effective date of the Plan, or (ii) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

8. Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the per Share exercise price shall be determined by the Administrator.

(iii) Notwithstanding the foregoing, Incentive Stock Options may be granted with a per Share exercise price other than as required above in accordance with, and pursuant to, a transaction described in Section 424 of the Code.

(b) Forms of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of, without limitation, (1) cash, (2) check, (3) promissory note, (4) other Shares, provided Shares acquired directly from the Company (x) have been owned by the Optionee, and not subject to a substantial risk of forfeiture, for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No

adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee’s termination. Unless the Administrator provides otherwise, if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. Unless the Administrator provides otherwise, if on the date of termination the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. If an Optionee dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Option Agreement (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s designated beneficiary, provided such beneficiary has been designated prior to Optionee’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Optionee, then such Option may be exercised by the personal representative of the Optionee’s estate or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, at the time of death, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Leaves of Absence.

(i) Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be suspended during any unpaid leave of absence.

(ii) A Service Provider shall not cease to be an Employee in the case of (A) any leave of absence approved by the Company or (B) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor.

(iii) For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three (3) months following the 91^st day of such leave, any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

11. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable within 90 days of the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). Unless the Administrator provides otherwise, the purchase price for Shares repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. Transferability of Options and Stock Purchase Rights. Unless determined otherwise by the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the Optionee.

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Option or Stock Purchase Right will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Change in Control. In the event of a merger of the Company with or into another corporation, or a Change in Control, each outstanding Option and Stock Purchase Right shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation in a merger or Change in Control refuses to assume or substitute for the Option or Stock Purchase Right, then the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully exercisable for a period of time as determined by the Administrator, and the Option or Stock Purchase Right shall terminate upon expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger or Change in Control, the option or right confers the right to purchase or receive, for each Share subject to the Option or Stock Purchase Right immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share subject to

the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of common stock in the merger or Change in Control.

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such later date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.

16. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option or Stock Purchase Right, the Administrator may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

17. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19. Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

APPENDIX A

TO

NETCORDIA, INC. AMENDED AND RESTATED 2005 STOCK PLAN

(for California residents only)

This Appendix A to the Netcordia, Inc. Amended and Restated 2005 Stock Plan (the “Plan”) shall apply only to Optionees who are residents of the State of California and who are receiving an Option or Stock Purchase Right under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable Laws, the following terms shall apply to all Options and Stock Purchase Rights granted to residents of the State of California, until such time as the Administrator amends this Appendix A.

1. Nonstatutory Stock Options granted to a person who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, shall have an exercise price not less than 110% of the Fair Market Value per Share on the date of grant. Nonstatutory Stock Options granted to any other person shall have an exercise price that is not less than eight-five percent (85%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

2. Unless determined otherwise by the Administrator, Options or Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee, only by the Optionee. If the Administrator in its sole discretion makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended.

3. Except in the case of Options granted to officers, Directors and Consultants, Options shall become exercisable at a rate of no less than twenty percent (20%) per year over five (5) years from the date the Options are granted.

4. If an Optionee ceases to be a Service Provider, such Optionee may exercise his or her Option within thirty (30) days of termination, or such longer period of time as specified in the Option Agreement, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement).

5. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, Optionee may exercise his or her Option within six (6) months of termination, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement).

6. If an Optionee dies while a Service Provider, the Option may be exercised within six (6) months following Optionee’s death, or such longer period of time as specified in the Option Agreement, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the Optionee’s designated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution.

7. No Option shall be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the shareholders.

8. The Company shall provide to each Optionee and to each individual who acquires Shares under the Plan, not less frequently than annually during the period such Optionee has one or more Options outstanding and, in the case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key Employees whose duties in connection with the Company assure their access to equivalent information.

9. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of common stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, may (in its sole discretion) adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Option; provided, however, that the Administrator shall make such adjustments to the extent required by Section 25102(o) of the California Corporations Code.

10. This Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 14 of the Plan.

EX-10.06

Exhibit 10.06

STANDARD FORM LEASE

1. Basic Provisions

1.1. Parties: This Lease, executed in duplicate at Cupertino, California, on March 17, 2006, by and between Mission West Properties, L.P., a Delaware limited partnership, and Infoblox Inc., a Delaware corporation, hereinafter called respectively Lessor and Lessee, without regard to number or gender.

1.2. Letting: Lessor hereby leases to Lessee, and Lessee hires from Lessor, the Premises, for the term, at the rental and upon all the terms and conditions set forth herein.

1.3. Use: Lessee may use the Premises for the purpose of conducting therein office, research and development, light manufacturing, and warehouse activities, and any other legal activity.

1.4. Premises: The real property with appurtenances as shown on Exhibit A (the “Premises”) situated in the City of Santa Clara, County of Santa Clara, State of California, and more particularly described as follows:

The Premises is a 63,105 square foot building, including all improvements thereto as shown on Exhibit A.1 including the right to use at no additional cost parking spaces associated with the building (at least 215 parking spaces). The address for the Premises is 4750 Patrick Henry Drive, Santa Clara, California. Lessee’s pro-rata share of the Premises is 100%.

1.5. Term: The term shall be for thirty seven (37) months unless extended pursuant to Section 35 of this Lease (the “Lease Term”), commencing on the Commencement Date as defined in Section 1.11 and ending thirty seven (37) months thereafter.

1.6. Rent: Rent shall be payable in monthly installments as follows:

	Base Rent		Estimated CAC*		Total Rent
7/1/06-7/31/06	$	-0-	$	-0-	$	-0-
8/1/06-7/31/07	$	41,018.25	$	13,252.05	$	54,270.30
8/1/07-7/31/08	$	42,280.35	$	13,252.05	$	55,532.40
8/1/08-7/31/09	$	43,542.45	$	13,252.05	$	56,794.50

* CAC charges to be adjusted per Common Area Charges Section below.

Base rent and CAC as scheduled above shall be payable in advance on or before the first day of each calendar month during the Lease Term. The term “Rent” as used herein, shall be deemed to be and to mean the base monthly rent and all other sums required to be paid by Lessee pursuant to the terms of this Lease. Rent shall be paid in lawful money of the United States of America, without offset or deduction, and shall be paid to Lessor at such place or places as may be designated from time to time by Lessor. Rent for any period less than a calendar month shall be a pro rata portion of the monthly installment. Upon execution of this Lease, Lessee shall deposit with Lessor the first month’s rent, including estimated CAC and Security Deposit.

1.7. Security Deposit: Lessee shall deposit with Lessor the sum of Three Hundred Thousand Dollars ($300,000) (the “Security Deposit”) in cash or an irrevocable standby letter of credit from a U.S. bank reasonably acceptable to Lessor as set forth herein. The Security Deposit shall be held by Lessor as security for the faithful performance by Lessee of all of the terms, covenants, and conditions of this Lease applicable to Lessee. Subject to no event of default as defined herein, beyond applicable notice and cure periods, the Security Deposit will be automatically reduced from Three Hundred Thousand Dollars ($300,000) to Two Hundred Thousand Dollars ($200,000) on August 1, 2007; and reduce from Two Hundred Thousand Dollars ($200,000) to One Hundred Thousand Dollars ($100,000) on August 1, 2008. If Lessee commits a default as provided for herein, including but not limited to a default with respect to the provisions contained herein relating to the condition of the Premises, Lessor may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any amount which Lessor may spend by reason of default by Lessee and Lessor is no longer required to reduce the Security Deposit as set forth above. Whether or not any portion of the Security Deposit is so used or applied, Lessee shall, within ten days after written demand therefor, deposit cash with Lessor in an amount sufficient to restore the Security Deposit to the amount existing before Lessor drew from the Security Deposit. Lessee’s failure to do so shall be a default by Lessee. Any attempt by Lessee to transfer or encumber its interest in the Security Deposit shall be null and void.

In lieu of the cash Security Deposit described above, Lessee shall have the right, at Lessee’s election, to provide the Security Deposit in the form of an irrevocable standby letter of credit (the “Letter of Credit”) issued to Lessor, as beneficiary, by a U.S. bank reasonably approved by Lessor, in which case, the Letter of Credit shall serve as the Security Deposit under this Lease. Lessee shall maintain the Letter of Credit for the entire Lease Term, provided that Lessee may at any time substitute a cash Security Deposit for the Letter of Credit, and upon such substitution, Lessor shall return the Letter of Credit to Lessee. The Letter of Credit shall provide that it will be automatically renewed until thirty (30) days after the expiration date of the Lease Term or any extension thereof. If, not later than thirty (30) days prior to the expiration of the Letter of Credit, Lessee fails to furnish Lessor with a replacement Letter of Credit pursuant to this paragraph, Lessor shall have the right to draw the full amount of the Letter of Credit and shall hold the proceeds of the Letter of Credit as a cash Security Deposit pursuant to the foregoing paragraph. Except as set forth in the preceding sentence, Lessor shall only draw upon the Letter of Credit following Lessee’s default (after applicable notice and cure periods) and only to the extent required to cure such default. If Lessor draws upon the Letter of Credit solely due to Lessee’s failure to renew the Letter of Credit at least thirty (30) days before its expiration (i) such failure to renew shall not constitute a default hereunder, and (ii) Lessee shall at any time thereafter be entitled to provide Lessor with a replacement Letter of Credit that satisfies the requirements of this paragraph, in which case Lessor shall immediately return the cash proceeds equal to the balance of the Letter of Credit drawn by Lessor.

1.8. Common Area Charges: Lessee shall pay to Lessor, as additional Rent, an amount equal to Lessee’s pro-rata share of the total common area charges of the Premises as defined below (the common area charges for the Premises is referred to herein as (“CAC”)). Lessee shall pay to Lessor as Rent, on or before the first day of each calendar month during the Lease Term, subject to adjustment and reconciliation as provided hereinbelow, the sum of Thirteen Thousand Two Hundred fifty Two and 5/100’s Dollars ($13,252.05), said sum

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representing Lessee’s estimated monthly payment of Lessee’s percentage share of CAC and includes a fixed monthly sum of One Thousand Eight Hundred Ninety Three and 15/100’s Dollars ($1,893.15) which represents the long term capital reserve for replacement of HVAC units, parking lot, roof and painting of building exterior (“Capital Reserves”). It is understood and agreed that Lessee’s obligation under this paragraph shall be prorated to reflect the Commencement Date and the end of the Lease Term. In the event any actual capital expenditure covered by the Capital Reserve exceeds the amount of the Capital Reserve, Lessor will amortize the amount in excess of the balance of the Capital Reserve over the useful life of the capital item, and Lessee will pay Lessor the equivalent of the monthly amortized amount each month through the remaining term of the Lease or any extension thereof. The useful life for any capital replacement will be in accordance with the Lessor’s capitalization policy as described in its public filings with the SEC. For example: Capital expenditure replacement cost is $20,000 for the Premises with a useful life of ten years. Lessee’s monthly obligation for additional rent would be calculated as follows: $20,000 x 100% pro rata share of the Premises / 120 months useful life = $166.68.

Lessee’s estimated monthly payment of CAC payable by Lessee during the calendar year in which the Lease commences is set forth above. At or prior to the commencement of each succeeding calendar year term (or as soon as practical thereafter), Lessor shall provide Lessee with Lessee’s estimated monthly payment for CAC which Lessee shall pay to Lessor as Rent. Within 120 days of the end of each calendar year and the end of the Lease Term, Lessor shall provide Lessee a statement of actual CAC incurred including Capital Reserves for the preceding year or other applicable period in the case of a termination year. If such statement shows that Lessee has paid less than its actual percentage, then Lessee shall on demand pay to Lessor the amount of such deficiency. If such statement shows that Lessee has paid more than its actual percentage, then Lessor shall, at its option, promptly refund such excess to Lessee or credit the amount thereof to the Rent next becoming due from Lessee. Lessor reserves the right to revise any estimate of CAC if the actual or projected CAC show an increase or decrease in excess of 10% from an earlier estimate for the same period. In such event, Lessor shall provide a revised estimate to Lessee, together with an explanation of the reasons therefor, and Lessee shall revise its monthly payments accordingly. Lessor’s and Lessee’s obligation with respect to adjustments at the end of the Lease Term or earlier expiration of this Lease shall survive the Lease Term or earlier expiration. During the Term of the Lease or any extensions thereof, the Lessee will have the right to audit the Lessor’s records for the Premises within one (1) year of receipt by the Lessee of the annual statement of actual CAC incurred including Capital Reserves expended. The audit will take place during normal business hours at the Lessor’s office on a date mutually agreed to by the parties and Lessor shall provide reasonable facilities for the conduct of such audit. In the event that such audit shows any additional sums due from Lessee to Lessor on account of CAC expenses, Lessee shall pay such sums at the time of the next payment of Rent hereunder. In the event that such audit shows that Lessee has overpaid any CAC expenses for any year in questions, then Lessee shall be entitled to deduct such overpaid amount from the next payment of Base Rent hereunder, or if this Lease has terminated, Lessor shall, within thirty (30) days of the receipt of such audit, refund such overpaid amount to Lessee.

As used in this Lease, CAC shall include but is not limited to: (i) items as specified in Sections 5(b), 6, 16 and 31; (ii) all costs and expenses including but not limited to supplies, materials, equipment and tools used or required in connection with the operation and maintenance of the

3

Premises; (iii) licenses, permits and inspection fees; (iv) all other costs incurred by Lessor in maintaining and operating the Premises; (v) Capital Reserves replacements and government regulations imposed on the Premises not related to Lessee’s use and occupancy of the Premises, which work if not a Capital Reserve item but a capital expenditure as defined in the Lessor’s capitalization policy, nevertheless, then the cost will be amortized over the useful life of the item as set forth herein; and (vi) an amount equal to one and one-half percent (1.5%) of the base rent and CAC, as compensation for Lessor’s accounting and management services. Lessee shall have the right to review the basis and computation analysis used to derive the CAC applicable to this Lease annually.

1.9. Late Charges: Lessee hereby acknowledges that a late payment made by Lessee to Lessor of Rent and other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges, which may be imposed on Lessor according to the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of base monthly rent or monthly estimate of CAC is not received by Lessor or Lessor’s designee within five (5) days after such amount is due or if any other Rent or other sum payable to Lessor is not received by Lessor or Lessor’s designee within thirty (30) days after Lessor delivers a written notice to Lessee, Lessee shall pay to Lessor a late charge equal to five percent (5%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of late payments made by Lessee. Acceptance of such late charges by Lessor shall in no event constitute a waiver of Lessee’s default with respect to such overdue amount, nor shall it prevent Lessor from exercising any of the other rights and remedies granted hereunder. Notwithstanding the above, no late charge will be incurred until after one written notice of late payment is given by Lessor in any twelve (12) month period. Even for that one notice, a late charge will be incurred unless the payment is made within three (3) days of receipt of the notice. After the one notice, then no notice will be required for any subsequent late payment for the next twelve (12) months thereafter for a late charge to be incurred.

1.10. Quiet Enjoyment: Lessor covenants and agrees with Lessee that upon Lessee paying Rent and performing its covenants and conditions under this Lease, Lessee shall and may peaceably and quietly have, hold and enjoy the Premises for the Lease Term, subject, however, to the rights reserved by Lessor hereunder.

1.11. Possession: Possession shall be deemed tendered and the term shall commence on July 1, 2006 (the “Commencement Date”). Tenant will be granted early occupancy following the execution of the Lease and subject to Lessor’s completion of Lessor’s TI’s as defined herein.

2. Tenant Improvements (“TI’s”): Lessor will complete the TI’s as described on Exhibit B, at Lessor’s sole cost and expense, within thirty (30) days of the date of the Lease (the “Lessor’s TI’s”). In addition, Lessor will fund up to Four Dollars per square foot (the “Lessor’s TI Contribution”) of rentable space ($252,420) for TI’s to be completed by Lessee as described on Exhibit B.1 (the “Lessee’s TI’s”) All TI’s completed by Lessee shall be in a good workmanlike manner that matches at least the current quality and type of finishes installed in the Premises as of the date of the Lease. Upon “Substantial Completion” of the TI’s completed by Lessee, which is defined as the time in which the City of Santa Clara has signed off the building

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permit and completed the final inspection, Lessee will deliver the following documents to Lessor: “as built” drawings (hard copy and CAD), final signed off building permit, certificate of occupancy (collectively the “TI Documents”), and complete a walk through of the Premises with Lessor’s representatives. Lessor will fund the Lessor’s TI Contribution requested by Lessee, if any, within ten (10) days of receipt of the TI Documents. Subject to Lessor’s advance review and approval of Lessee’s TI’s, which shall not be unreasonably withheld and said plan review will be completed by Lessor within three (3) business days of receipt of the proposed plans from Lessee, and Lessee completing the Lessee’s TI’s in accordance with the terms of this Lease, Lessee’s TI’s will not need to be removed and the Premises will not need to be restored to the condition that existed prior to the Lessee’s TI’s at Lease termination. Lessor grants Lessee the right to use the furniture, racks, cubicles, cafeteria equipment, voice and data cabling, telephone/voice mail system, telephone handsets and UPS in the Premises as of the date of this Lease (the “FF&E”) during the Term of the Lease at no additional cost. Lessor and Lessee will jointly complete a physical inventory at a mutually agreeable time during normal business hours on or before the Commencement Date, of the FF&E as of the date of the Lease which will be incorporated in Exhibit C to this Lease. Lessee acknowledges that it accepts the existing FF&E in its “as is where is” condition, and to the extent required for Lessee’s continued use of the FF&E during the Lease Term or any extension thereof, Lessee is solely responsible for all maintenance and repair of the FF&E. If Lessee determines prior to or during the Lease Term that it will not use certain FF&E (the “Discarded FF&E”), Lessee will notify Lessor in writing describing the Discarded FF&E. Lessor will have five (5) days to determine if Lessor wants to remove the Discarded FF&E. Lessor’s failure to respond within the five (5) days following the written notice from Lessee will automatically allow Lessee to remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense. If Lessor decides to accept the Discarded FF&E, Lessor will have up to twenty (20) days to remove the Discarded FF&E at Lessor’s sole cost and expense at a time mutually agreed to by the parties. If Lessor fails to remove the Discarded FF&E within the 20 day period, then Lessee may remove and dispose of the Discarded FF&E at Lessee’s sole cost and expense.

The Lessor’s TI Contribution may be used for any out of pocket direct expenses related to the Lessee’s TI’s in the Premises, including: signage, moving costs, third party project management, wiring and cabling and alterations as described on Exhibit B.1.

2.1. Acceptance Of Premises And Covenants To Surrender: Lessee accepts the Premises in an “AS IS” condition and “AS IS” state of repair, subject to Lessor’s completion of Lessor’s TI’s and Lessor’s representation that the Premises are in good order and repair as defined below, and comply with all requirements for occupancy within thirty (30) days of the Lease Date. Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises to Lessor in Good Condition and Repair. “Good Condition and Repair” shall generally mean that the Premises are in the condition that one would expect the Premises to be in, if throughout the Lease Term Lessee (i) uses and maintains the Premises in a commercially reasonable manner and in an accordance with the requirements of this Lease and (ii) makes all Required Replacements. “Required Replacements” are the replacements to worn-out fixtures, and improvements that a commercially reasonable owner user would make. All of the following shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, (ii) all suspended ceilings and any carpeting shall be clean and in good condition, (iii) all glazing, windows, doors and door closures, plate glass, and (iv) all

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electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the end of the Lease Term or sooner termination of this Lease, shall remove all its personal property and trade fixtures from the Premises, and all such property not so removed shall be deemed to be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee’s abandoned property. If the Premises are not surrendered at the end of the Lease Term or earlier termination of this Lease, Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any claims made by any succeeding Lessee founded on such delay.

3. Uses Prohibited: Lessee shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance, or other act or thing which may disturb the quiet enjoyment of any other tenant in or around the buildings in which the subject Premises are located or allow any sale by auction upon the Premises, or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, or place any loads upon the floor, walls, or ceiling which may endanger the structure, or use any machinery or apparatus which will in any manner vibrate or shake the Premises or the building of which it is a part, or place any harmful liquids in the drainage system of the building. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Premises outside of the building proper. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or permitted to remain on any portion of the Premises outside of the building structure, unless approved by the local, state federal or other applicable governing authority. Lessor consents to Lessee’s use of materials which are incidental to the normal, day-to-day operations of any office user, such as copier fluids, cleaning materials, etc., but this does not relieve Lessee of any of its obligations not to contaminate the Premises and related real property or violate any Hazardous Materials Laws.

4. Alterations And Additions: Lessee shall not make, or suffer to be made, any alteration or addition to said Premises, or any part thereof, without the express, advance written consent of Lessor, which consent shall not be unreasonably withheld; any addition or alteration to said Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and belong to Lessor at the end of the Lease Term or earlier termination of this Lease. Alterations and additions which are not deemed as trade fixtures shall include HVAC systems, lighting systems, electrical systems, partitioning, carpeting, or any other installation which has become an integral part of the Premises. Lessee agrees that it will not proceed to make such alterations or additions until all required government permits have been obtained and after having obtained consent from Lessor to do so, until five (5) days from the receipt of such consent, so that Lessor may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Lessee’s improvements. Lessee shall at all times permit such notices to be posted and to remain posted until the completion of work. At the end of the Lease Term or earlier termination of this Lease, Lessee shall remove and shall be required to remove its special tenant improvements, all related equipment, and any additions or alterations installed by Lessee at or during the Lease Term and Lessee shall return the Premises to the condition that existed before the installation of the tenant improvements. Notwithstanding the above, Lessor agrees to allow any reasonable alterations and improvements and will use its best efforts to notify Lessee at the time of approval if such improvements or alterations are to be removed at the end of the Lease Term or earlier termination of this Lease.

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5. Maintenance Of Premises:

(a) Lessee shall at its sole cost and expense keep, repair, and maintain the interior of the Premises in Good Condition and Repair, including, but not limited to, the interior walls and floors of all offices and other interior areas, doors and door closures, all lighting systems, temperature control systems, and plumbing systems, including any Required Replacements. Lessee shall provide interior and exterior window washing as needed.

(b) Lessor shall, at Lessee’s expense, keep, repair, and maintain in Good Condition and Repair including replacements (based on a pro-rata share of (i) costs based on square footage or (ii) costs directly related to Lessee’s use of the Premises) the following, which shall be included in the monthly CAC including coverage by Capital Reserves:

1. The exterior of the building, any appurtenances and every part thereof, including but not limited to, glazing, sidewalks, parking areas, electrical systems, and painting of exterior walls. The cost of capital items will be amortized over the useful life of the item as set forth herein. The parking lot to receive a finish coat every five to seven years.

2. The HVAC by a service contract with a licensed air conditioning and heating contractor which contract shall provide for a minimum of quarterly maintenance of all air conditioning and heating equipment at the Premises including HVAC repairs or replacements which are either excluded from such service contract or any existing equipment warranties.

3. The landscaping by a landscape contractor to water, maintain, trim and replace, when necessary, any shrubbery, irrigation parts, and landscaping at the Premises.

4. The roof membrane by a service contract with a licensed reputable roofing contractor which contract shall provide for a minimum of semi-annual maintenance, cleaning of storm gutters, drains, removing of debris, and trimming overhanging trees, repair of the roof and application of a finish coat every five years to the building at the Premises.

5. Exterior pest control.

6. Fire monitoring services.

7. Parking lot sweeping.

(c) Lessee hereby waives any and all rights to make repairs at the expense of Lessor as provided in Section 1942 of the Civil Code of the State of California, and all rights provided for by Section 1941 of said Civil Code.

(d) Lessor shall be responsible for the repair of any structural defects in the Premises including the roof structure (not membrane), exterior walls and foundation during the Lease Term.

6. Insurance:

A) Hazard Insurance: Lessee shall not use, or permit said Premises, or any part thereof, to be used, for any purpose other than that for which the Premises are hereby leased; and no use shall be made or permitted to be made of the Premises, nor acts done, which may cause a cancellation of any insurance policy covering the Premises, or any part thereof, nor shall Lessee sell or permit to be kept, used or sold, in or about said Premises, any article which may be prohibited by a fire and extended coverage insurance policy. Lessee shall comply with any and all requirements, pertaining to said Premises, of any insurance

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organization or company, necessary for the maintenance of reasonable fire and extended coverage insurance, covering the Premises. Lessor shall, at Lessee’s sole cost and expense, purchase and keep in force fire and extended coverage insurance, covering loss or damage to the Premises in an amount equal to the full replacement cost of the Premises, as determined by Lessor, with proceeds payable to Lessor. In the event of a loss per the insurance provisions of this paragraph, Lessee shall be responsible for deductibles up to a maximum of $10,000 per occurrence. Lessee acknowledges that the insurance referenced in this paragraph does not include coverage for Lessee’s personal property.

B) Loss of Rents Insurance: Lessor shall, at Lessee’s sole cost and expense, purchase and maintain in full force and effect, a policy of rental loss insurance, in an amount equal to the amount of Rent payable by Lessee commencing within sixty (60) days of the date of the loss or on the date of loss if reasonably available for the next ensuing one (1) year, as reasonably determined by Lessor with proceeds payable to Lessor (“Loss of Rents Insurance”).

C) Liability and Property Damage Insurance: Lessee, as a material part of the consideration to be rendered to Lessor, hereby waives all claims against Lessor and Lessor’s Agents for damages to goods, wares and merchandise, and all other personal property in, upon, or about the Premises, and for injuries to persons in, upon, or about the Premises, from any cause arising at any time, and Lessee will hold Lessor and Lessor’s Agents exempt and harmless from any damage or injury to any person, or to the goods, wares, and merchandise and all other personal property of any person, arising from the use or occupancy of the Premises by Lessee, or from the failure of Lessee to keep the Premises in Good Condition and Repair, as herein provided. Lessee shall, at Lessee’s sole cost and expense, purchase and keep in force a standard policy of commercial general liability insurance and property damage policy covering the Premises and all related areas insuring the Lessee having a combined single limit for both bodily injury, death and property damage in an amount not less than five million dollars ($5,000,000.00) and Lessee’s insurance shall be primary. The limits of said insurance shall not, however, limit the liability of Lessee hereunder. Lessee shall, at its sole cost and expense, comply with all of the insurance requirements of all local, municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to Lessee’s use and occupancy of the said Premises.

D) Personal Property Insurance: Lessee shall obtain, at Lessee’s sole cost and expense, a policy of fire and extended coverage insurance including coverage for direct physical loss special form, and a sprinkler leakage endorsement insuring the personal property of Lessee. The proceeds from any personal property damage policy shall be payable to Lessee.

All insurance policies required in 6 C) and 6 D) above shall: (i) provide for a certificate of insurance evidencing the insurance required herein, being deposited with Lessor ten (10) days prior to the Commencement Date, and upon each renewal, such certificates shall be provided 30 days prior to the expiration date of such coverage, (ii) be in a form reasonably satisfactory to Lessor and shall provide the coverage required by Lessee in this Lease, (iii) be carried with companies with a Best Rating of A-VIII, minimum, (iv) specifically provide that such policies shall not be subject to cancellation, reduction of coverage, or other change except after 30 days

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prior written notice to Lessor, (v) name Lessor, Lessor’s lender, and any other party with an insurable interest in the Premises as additional insureds by endorsement to policy, and (vi) shall be primary.

Lessee agrees to pay to Lessor, as additional Rent, on demand, the full cost of the insurance policies referenced in 6 A) and 6 B) above as evidenced by insurance billings to Lessor which shall be included in the CAC. If Lessee does not occupy the entire Premises, the insurance premiums shall be allocated to the portion of the Premises occupied by Lessee on a pro-rata square footage or other equitable basis, as determined by Lessor. It is agreed that Lessee’s obligation under this paragraph shall be prorated to the reflect the Commencement Date and the end of the Lease Term.

Lessor and Lessee hereby waive any rights each may have against the other related to any loss or damage caused to Lessor or Lessee as the case may be, or to the Premises or its contents, and which may arise from any risk covered by fire and extended coverage insurance and those risks required to be covered under Lessee’s personal property insurance. The parties shall provide that their respective insurance policies insuring the property or the personal property include a waiver of any right of subrogation which said insurance company may have against Lessor or Lessee, as the case may be.

7. Abandonment: Lessee shall not vacate or abandon the Premises at any time during the Lease Term; and if Lessee shall abandon, vacate or surrender said Premises, or be dispossessed by process of law, or otherwise, any personal property belonging to Lessee and left on the Premises shall be deemed to be abandoned, at the option of Lessor. Notwithstanding the above, the Premises shall not be considered vacated or abandoned if Lessee maintains the Premises in Good Condition and Repair, provides security and is not in default.

8. Free From Liens: Lessee shall keep the subject Premises and the property in which the subject Premises are situated, free from any and all liens including but not limited to liens arising out of any work performed, materials furnished, or obligations incurred by Lessee. However, the Lessor shall allow Lessee to contest a lien claim, so long as the claim is discharged prior to any foreclosure proceeding being initiated against the property and provided Lessee provides Lessor a bond if the lien exceeds $5,000.

9. Compliance With Governmental Regulations: Lessee shall, at its sole cost and expense, comply with all of the requirements of all local, municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises, and shall faithfully observe in the use and occupancy of the Premises all local and municipal ordinances and state and federal statutes now in force or which may hereafter be in force.

10. Intentionally Omitted.

11. Advertisements And Signs: Lessee would have the right to place its name and logo on the existing monument signs at the Project, and its name and logo on the Premises’ building exteriors subject to municipal code and governmental approval. Lessee would be responsible for all signage costs. Lessee shall not place or permit to be placed, in, upon or about the Premises any unusual or extraordinary signs, or any signs not approved by the city, local, state, federal or

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other applicable governing authority. Lessee shall not place, or permit to be placed upon the Premises, any signs, advertisements or notices without the written consent of the Lessor, and such consent shall not be unreasonably withheld. A sign so placed on the Premises shall be so placed upon the understanding and agreement that Lessee will remove same at the end of the Lease Term or earlier termination of this Lease and repair any damage or injury to the Premises caused thereby, and if not so removed by Lessee, then Lessor may have the same removed at Lessee’s expense.

12. Utilities: Lessee shall pay for all water, gas, heat, light, power, telephone and other utilities supplied to the Premises commencing on first business day after the date of the Lease. Any charges for sewer usage, PG&E and telephone site service or related fees shall be the obligation of Lessee and paid for by Lessee. If any such services are not separately metered to Lessee, Lessee shall pay a reasonable proportion of all charges which are jointly metered, the determination to be made by Lessor acting reasonably and on any equitable basis. Lessor and Lessee agree that Lessor shall not be liable to Lessee for any disruption in any of the utility services to the Premises.

13. Attorney’s Fees: In case suit should be brought for the possession of the Premises, for the recovery of any sum due hereunder, because of the breach of any other covenant herein, or to enforce, protect, or establish any term, conditions, or covenant of this Lease or the right of either party hereunder, the losing party shall pay to the Prevailing Party reasonable attorney’s fees which shall be deemed to have accrued on the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The term “Prevailing Party” shall mean the party that received substantially the relief requested, whether by settlement, dismissal, summary judgment, judgment, or otherwise.

14. Default

14.1. Lessee Default: The occurrence of any of the following shall constitute a default and breach of this Lease by Lessee: a) Any failure by Lessee to pay Rent or to make any other payment due under this Lease where such failure continues for three (3) days after written notice thereof by Lessor to Lessee; b) The abandonment or vacation of the Premises by Lessee except as provided in Section 7; c) A failure by Lessee to observe and perform any other provision of this Lease to be observed or performed by Lessee, where such failure continues for thirty days after written notice thereof by Lessor to Lessee; provided, however, that if the nature of such default is such that the same cannot be reasonably cured within such thirty (30) day period, Lessee shall not be deemed to be in default if Lessee shall, within such period, commence such cure and thereafter diligently prosecute the same to completion; d) The making by Lessee of any general assignment for the benefit of creditors; the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or of a petition for reorganization or arrangement under any law relating to bankruptcy; e) the appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets or Lessee’s interest in this Lease, or the attachment, execution or other judicial seizure of substantially all of Lessee’s assets located at the Premises or of Lessee’s interest in this Lease.

14.2. Surrender Of Lease: In the event of any such default by Lessee, then in addition to any other remedies available to Lessor at law or in equity, Lessor shall have the immediate option to terminate this Lease before the end of the Lease Term and all rights of Lessee

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hereunder, by giving written notice of such intention to terminate, In the event that Lessor terminates this Lease due to a default of Lessee, then Lessor may recover from Lessee: a) the worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus b) the worth at the time of award of unpaid Rent which would have been earned after termination until the time of award exceeding the amount of such rental loss that the Lessee proves could have been reasonably avoided; plus c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; plus d) any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform his obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and e) at Lessor’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. As used in (a) and (b) above, the “worth at the time of award” is computed by allowing interest at the rate of the lesser of Wells Fargo’s prime rate plus two percent (2%) per annum or the legal rate. As used in (c) above, the “worth at the time of award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

14.3. Right of Entry and Removal: In the event of any such default by Lessee, Lessor shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee.

14.4. Abandonment: In the event of the vacation or abandonment, except as provided in Section 7, of the Premises by Lessee or in the event that Lessor shall elect to re-enter as provided in paragraph 14.3 above or shall take possession of the Premises pursuant to legal proceeding or pursuant to any notice provided by law, and Lessor does not elect to terminate this Lease as provided in Section 14.2 above, then Lessor may from time to time, without terminating this Lease, either recover all Rent as it becomes due or relet the Premises or any part thereof for such term or terms and at such rental rates and upon such other terms and conditions as Lessor, in its sole discretion, may deem advisable with the right to make alterations and repairs to the Premises. In the event that Lessor elects to relet the Premises, then Rent received by Lessor from such reletting shall be applied; first, to the payment of any indebtedness other than Rent due hereunder from Lessee to Lessor; second, to the payment of any cost of such reletting; third, to the payment of the cost of any alterations and repairs to the Premises; fourth, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Lessor and applied to the payment of future Rent as the same may become due and payable hereunder. Should that portion of such Rent received from such reletting during any month, which is applied by the payment of Rent hereunder according to the application procedure outlined above, be less than the Rent payable during that month by Lessee hereunder, then Lessee shall pay such deficiency to Lessor immediately upon demand therefor by Lessor. Such deficiency shall be calculated and paid monthly. Lessee shall also pay to Lessor, as soon as ascertained, any costs and expenses incurred by Lessor in such reletting or in making such alterations and repairs not covered by the rentals received from such reletting.

14.5. No Implied Termination: No re-entry or taking possession of the Premises by Lessor pursuant to Section 14.3 or Section 14.4 of this Lease shall be construed as an election to

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terminate this Lease unless a written notice of such intention is given to Lessee or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination by Lessor because of any default by Lessee, Lessor may at any time after such reletting elect to terminate this Lease for any such default.

15. Surrender Of Lease: The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subleases or sub tenancies, or may, at the option of Lessor, operate as an assignment to him of any or all such subleases or sub tenancies.

16. Taxes: Lessee shall pay and discharge punctually and when the same shall become due and payable without penalty, all real estate taxes, personal property taxes, taxes based on vehicles utilizing parking areas in the Premises, taxes computed or based on rental income (other than federal, state and municipal net income taxes), environmental surcharges, privilege taxes, excise taxes, business and occupation taxes, school fees or surcharges, gross receipts taxes, sales and/or use taxes, employee taxes, occupational license taxes, water and sewer taxes, assessments (including, but not limited to, assessments for public improvements or benefit), assessments for local improvement and maintenance districts, and all other governmental impositions and charges of every kind and nature whatsoever, regardless of whether now customary or within the contemplation of the parties hereto and regardless of whether resulting from increased rate and/or valuation, or whether extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing (all of the foregoing being hereinafter collectively called “Tax” or “Taxes”) which, at any time during the Lease Term, shall be applicable or against the Premises, or shall become due and payable and a lien or charge upon the Premises under or by virtue of any present or future laws, statutes, ordinances, regulations, or other requirements of any governmental authority whatsoever. The term “Environmental Surcharge” shall include any and all expenses, taxes, charges or penalties imposed by the Federal Department of Energy, Federal Environmental Protection Agency, the Federal Clean Air Act, or any regulations promulgated thereunder, or any other local, state or federal governmental agency or entity now or hereafter vested with the power to impose taxes, assessments or other types of surcharges as a means of controlling or abating environmental pollution or the use of energy in regard to the use, operation or occupancy of the Premises. The term “Tax” shall include, without limitation, all taxes, assessments, levies, fees, impositions or charges levied, imposed, assessed, measured, or based in any manner whatsoever (i) in whole or in part on the Rent payable by Lessee under this Lease, (ii) upon or with respect to the use, possession, occupancy, leasing, operation or management of the Premises, (iii) upon this transaction or any document to which Lessee is a party creating or transferring an interest or an estate in the Premises, (iv) upon Lessee’s business operations conducted at the Premises, (v) upon, measured by or reasonably attributable to the cost or value of Lessee’s equipment, furniture, fixtures and other personal property located on the Premises or the cost or value of any leasehold improvements made in or to the Premises by or for Lessee, regardless of whether title to such improvements shall be in Lessor or Lessee, or (vi) in lieu of or equivalent to any Tax set forth in this Section 16. In the event any such Taxes are payable by Lessor and it shall not be lawful for Lessee to reimburse Lessor for such Taxes, then the Rent payable thereunder shall be increased to net Lessor the same net rent after imposition of any such Tax upon Lessor as would have been payable to Lessor prior to the imposition of any such Tax. It is the intention of the parties that Lessor shall be free from all such Taxes and all other governmental impositions and charges of every kind

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and nature whatsoever. However, nothing contained in this Section 16 shall require Lessee to pay any Federal or State income, franchise, estate, inheritance, succession, transfer or excess profits tax imposed upon Lessor. If any general or special assessment is levied and assessed against the Premises, Lessor agrees to use its best reasonable efforts to cause the assessment to become a lien on the Premises securing repayment of a bond sold to finance the improvements to which the assessment relates which is payable in installments of principal and interest over the maximum term allowed by law. It is understood and agreed that Lessee’s obligation under this paragraph will be prorated to reflect the Commencement Date and the end of the Lease Term. It is further understood that if Taxes cover the Premises and Lessee does not occupy the entire Premises, the Taxes will be allocated to the portion of the Premises occupied by Lessee based on a pro-rata square footage or other equitable basis, as determined by Lessor, Real estate taxes billed by Lessor to Lessee shall be included in the monthly CAC.

Subject to any limitations or restrictions imposed by any deeds of trust or mortgages now or hereafter covering or affecting the Premises, Lessee shall have the right to contest or review the amount or validity of any Tax by appropriate legal proceedings but which is not to be deemed or construed in any way as relieving, modifying or extending Lessee’s covenant to pay such Tax at the time and in the manner as provided in this Section 16. However, as a condition of Lessee’s right to contest, if such contested Tax is not paid before such contest and if the legal proceedings shall not operate to prevent or stay the collection of the Tax so contested, Lessee shall, before instituting any such proceeding, protect the Premises and the interest of Lessor and of the beneficiary of a deed of trust or the mortgagee of a mortgage affecting the Premises against any lien upon the Premises by a surety bond, issued by an insurance company acceptable to Lessor and in an amount equal to one and one-half (1 1/2) times the amount contested or, at Lessor’s option, the amount of the contested Tax and the interest and penalties in connection therewith. Any contest as to the validity or amount of any Tax, whether before or after payment, shall be made by Lessee in Lessee’s own name, or if required by law, in the name of Lessor or both Lessor and Lessee. Lessee shall defend, indemnify and hold harmless Lessor from and against any and all costs or expenses, including attorneys’ fees, in connection with any such proceedings brought by Lessee, whether in its own name or not. Lessee shall be entitled to retain any refund of any such contested Tax and penalties or interest thereon which have been paid by Lessee. Nothing contained herein shall be construed as affecting or limiting Lessor’s right to contest any Tax at Lessor’s expense.

17. Notices: Unless otherwise provided for in this Lease, any and all written notices or other communication (the “Communication”) to be given in connection with this Lease shall be given in writing and shall be given by personal delivery, facsimile transmission or by mailing by registered or certified mail with postage thereon or recognized overnight courier, fully prepaid, in a sealed envelope addressed to the intended recipient as follows:

(a)	to the Lessor at:	10050 Bandley Drive Cupertino, California 95014 Attention: Carl E. Berg
		Raymond V. Marino Fax No: (408) 725-1626

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(b)	to the Lessee (prior to the Commencement Date) at:
	457 Portrero Avenue Sunnyvale, CA 94085 Attention: Controller With a copy to “Legal”
	to the Lessee (after the Commencement Date) at:
	the Premises
	Attention: Controller With a copy to “Legal”

or such other addresses, facsimile number or individual as may be designated by a Communication given by a party to the other parties as aforesaid. Any Communication given by personal delivery shall be conclusively deemed to have been given and received on a date it is so delivered at such address provided that such date is a business day, otherwise on the first business day following its receipt, and if given by registered or certified mail, on the day on which delivery is made or refused or if given by recognized overnight courier, on the first business day following deposit with such overnight courier and if given by facsimile transmission, on the day on which it was transmitted provided such day is a business day, failing which, on the next business day thereafter.

18. Entry By Lessor: Lessee shall permit Lessor and its agents to enter into and upon said Premises at all reasonable times with at least 24 hours prior notice unless an emergency, using the minimum amount of interference and inconvenience to Lessee and Lessee’s business, subject to any security regulations of Lessee, for the purpose of inspecting the same or for the purpose of maintaining the building in which said Premises are situated, or for the purpose of making repairs, alterations or additions to any other portion of said building, including the erection and maintenance of such scaffolding, canopies, fences and props as may be required, without any rebate of Rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of the Premises; and shall permit Lessor and his agents, at any time within ninety (90) days prior to the end of the Lease Term, to place upon said Premises any usual or ordinary “For Sale” or “For Lease” signs and exhibit the Premises to prospective tenants at reasonable hours.

19. Destruction Of Premises: In the event of a partial destruction of the said Premises during the Lease Term from any cause which is covered by Lessor’s property insurance, Lessor shall forthwith repair the same, provided such repairs can be made within one hundred eighty (180) days after receipt of building permit under the laws and regulations of State, Federal, County, or Municipal authorities, but such partial destruction shall in no way annul or void this Lease, except that Lessee shall be entitled to a proportionate reduction of Rent while such repairs are being made to the extent the Premises are not useable by Lessee in the manner used prior to the destruction. With respect to any partial destruction which Lessor is obligated to repair or may elect to repair under the terms of this paragraph, the provision of Section 1932, Subdivision 2, and of Section 1933, Subdivision 4, of the Civil Code of the State of California are waived by Lessee. In the event that the building in which the subject Premises may be situated is destroyed to an extent greater than thirty-three and one-third percent (33 1/3%) of the replacement cost thereof, Lessor may, at its sole option, elect to terminate this Lease, whether the subject Premises is insured or not. A total destruction of the building in which the subject Premises are situated

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shall terminate this Lease. Notwithstanding the above, Lessor is only obligated to repair or rebuild to the extent of available insurance proceeds including any deductible amount paid by Lessee. Should Lessor determine that insufficient or no insurance proceeds are available for repair or reconstruction of Premises, Lessor, at its sole option, may terminate the Lease. Lessee shall have the option of continuing this Lease by agreeing to pay all repair costs to the subject Premises. If the destruction (not caused by Lessee) will or does take more than one hundred and eighty (180) days (or sixty (60) days if during the last twelve (12) months of the Term) to repair sufficient to restore Lessee to the Premises, then Lessee may, upon notice within ten (10) days of Lessee’s notice that the repairs will take more than 180 days (60 days if during the last 12 months of the Term), terminate this Lease effective within thirty (30) days thereafter.

20. Assignment And Subletting: Lessee shall not assign this Lease, or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or cause any other person or entity , to occupy or use the Premises, or any portion thereof, without the advance written consent of Lessor. Notwithstanding the above, Lessee may, without the consent of Lessor, assign this Lease or sublet all or any part of the Premises to a bona fide subsidiary or affiliate of Lessee, an entity in which or with which Lessee merges or an entity which acquires all or substantially all of the assets of Lessee (“Excepted Party”). Any such assignment or subletting requiring Lessor’s consent made without Lessor’s consent shall be void, and shall, at the option of the Lessor, terminate this Lease. This Lease shall not, nor shall any interest therein, be assignable, as to the interest of Lessee, by operation of law, without the written consent of Lessor. Lessee and Lessor shall split equally (50/50) the Bonus Rent, as hereafter defined, actually received by the Lessee in connection with any subletting or assignment to a party other than an Excepted Party. As used herein “Bonus Rent” shall mean the consideration received by the Lessee for the subleasing of the sublet premises or the assignment of this Lease, less the amounts that remain payable by the Lessee under this Lease with respect to the affected portions of the Premises, less reasonable leasing broker and attorney costs associated with the transaction, and less the cost that Lessee is required to incur to perform its obligations under such sublease or assignment, including without limitation, any improvement costs amortized over the term of the sublease or assignment. Notwithstanding Lessor’s obligation to provide reasonable approval, Lessor reserves the right to withhold its consent for any proposed sublessee or assignee of Lessee if the proposed sublessee or assignee is a user or generator of Hazardous Materials. If Lessee desires to assign its rights under this Lease or to sublet all or any part of the Premises to a party other than an Excepted Party, Lessee shall first notify Lessor of the proposed terms and conditions of such assignment or subletting. Notwithstanding the foregoing, Lessee may assign this Lease to an Excepted Party, provided there is no substantial reduction in the net worth of the resulting guarantor. Whether or not Lessor’s consent to a sublease or assignment is required, in the event of any sublease or assignment, Lessee shall be and shall remain primarily liable for the performance of all conditions, covenants, and obligations of Lessee hereunder and, in the event of a default by an assignee or sublessee, Lessor may proceed directly against the original Lessee hereunder and/or any other predecessor of such assignee or sublessee without the necessity of exhausting remedies against said assignee or sublessee. If Lessee merges or sells substantially all of its assets and the net worth of the resulting entity is substantially less than that of Lessee, such sale shall be a default under this Lease unless approved by Lessor.

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21. Condemnation: If any part of the Premises shall be taken for any public or quasi-public use, under any statute or by right of eminent domain or private purchase in lieu thereof, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall as to the part so taken, terminate as of the date title vests in the condemnor or purchaser, and the Rent payable hereunder shall be adjusted so that the Lessee shall be required to pay for the remainder of the Lease Term only that portion of Rent as the value of the part remaining. The rental adjustment resulting will be computed at the same Rental rate for the remaining part not taken; however, Lessor shall have the option to terminate this Lease as of the date when title to the part so taken vests in the condemnor or purchaser. If all of the Premises, or such part thereof be taken so that there does not remain a portion susceptible for occupation hereunder, this Lease shall thereupon terminate. If a part or all of the Premises be taken, all compensation awarded upon such taking shall be payable to the Lessor. Lessee may file a separate claim and be entitled to any award granted to Lessee.

22. Effects Of Conveyance: The term “Lessor” as used in this Lease, means only the owner for the time being of the land and building constituting the Premises, so that in the event of any sale of said land or building, or in the event of a Lease of said building, Lessor shall be and hereby is entirely freed and relieved of all covenants and obligations of Lessor hereunder, and it shall be deemed and construed, without further agreement between the parties and the purchaser of any such sale, or the Lessor of the building, that the purchaser or lessor of the building has assumed and agreed to carry out any and all covenants and obligations of the Lessor hereunder. If any security is given by Lessee to secure the faithful performance of all or any of the covenants of this Lease on the part of Lessee, Lessor may transfer and deliver the security, as such, to the purchaser at any such sale of the building, and thereupon the Lessor shall be discharged from any further liability.

23. Subordination: This Lease, in the event Lessor notifies Lessee in writing, shall be subordinate to any ground lease, deed of trust, or other hypothecation for security now or hereafter placed upon the real property at which the Premises are a part and to any and all advances made on the security thereof and to renewals, modifications, replacements and extensions thereof. Lessee agrees to promptly execute any documents which may be required to effectuate such subordination. Notwithstanding such subordination, if Lessee is not in default and so long as Lessee shall pay the Rent and observe and perform all of the provisions and covenants required under this Lease, Lessee’s right to quiet possession of the Premises shall not be disturbed or effected by any subordination.

24. Waiver: The waiver by Lessor or Lessee of any breach of any term, covenant or condition, herein contained shall not be construed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition therein contained. The subsequent acceptance of Rent hereunder by Lessor shall not be deemed to be a waiver of Lessee’s breach of any term, covenant, or condition of the Lease.

25. Holding Over: Any holding over after the end of the Lease Term requires Lessor’s written approval prior to the end of the Lease Term, which, notwithstanding any other provisions of this Lease, Lessor may withhold. Such holding over shall be construed to be a tenancy at sufferance from month to month. Lessee shall pay to Lessor monthly base rent equal to one and one- half (1.5) times the monthly base rent installment due in the last month of the Lease Term

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and all other additional rent and all other terms and conditions of the Lease shall apply, so far as applicable. Holding over by Lessee without written approval of Lessor shall subject Lessee to the liabilities and obligations provided for in this Lease and by law, including, but not limited to those in Section 2.1 of this Lease. Lessee shall indemnify and hold Lessor harmless against any loss or liability resulting from any delay caused by Lessee in surrendering the Premises, including without limitation, any claims made or penalties incurred by any succeeding lessee or by Lessor. No holding over shall be deemed or construed to exercise any option to extend or renew this Lease in lieu of full and timely exercise of any such option as required hereunder.

26. Lessor’s Liability: If Lessee should recover a money judgment against Lessor arising in connection with this Lease, the judgment shall be satisfied only out of the Lessor’s interest in the Premises and neither Lessor nor any of its partners shall be liable personally for any deficiency.

27. Estoppel Certificates: Lessee shall at any time during the Lease Term, upon not less than ten (10) days prior written notice from Lessor, execute and deliver to Lessor a statement in writing certifying that, this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification) and the dates to which the Rent and other charges have been paid in advance, if any, and acknowledging that there are not, to Lessee’s knowledge, any uncured defaults on the part of Lessor hereunder or specifying such defaults if they are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises. Lessee’s failure to deliver such a statement within such time shall be conclusive upon the Lessee that (a) this Lease is in full force and effect, without modification except as may be represented by Lessor; (b) there are no uncured defaults in Lessor’s performance.

28. Time: Time is of the essence of the Lease.

29. Captions: The headings on titles to the paragraphs of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part thereof. This instrument contains all of the agreements and conditions made between the parties hereto and may not be modified orally or in any other manner than by an agreement in writing signed by all of the parties hereto or their respective successors in interest.

30. Party Names: Landlord and Tenant may be used in various places in this Lease as a substitute for Lessor and Lessee respectively.

31. Earthquake Insurance: As a condition of Lessor agreeing to waive the requirement for earthquake insurance, Lessee agrees that it will pay, as additional Rent, which shall be included in the monthly CAC, an amount not to exceed Twenty Five Thousand Two Hundred Forty Two Dollars ($25,242) per year for earthquake insurance if Lessor desires to obtain some form of earthquake insurance in the future, if and when available, on terms acceptable to Lessor as determined in the sole and absolute discretion of Lessor.

32. Habitual Default: Notwithstanding anything to the contrary contained in Section 14 herein, Lessor and Lessee agree that if Lessee shall have defaulted in the payment of Rent for three or more times during any twelve month period during the Lease Term, then such conduct shall, at the option of the Lessor, represent a separate event of default which cannot be cured by

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Lessee. Lessee acknowledges that the purpose of this provision is to prevent repetitive defaults by the Lessee under the Lease, which constitute a hardship to the Lessor and deprive the Lessor of the timely performance by the Lessee hereunder.

33. Hazardous Materials

33.1. Definitions: As used in this Lease, the following terms shall have the following meaning:

a. The term “Hazardous Materials” shall mean (i) polychlorinated biphenyls; (ii) radioactive materials and (iii) any chemical, material or substance now or hereafter defined as or included in the definitions of “hazardous substance” “hazardous water”, “hazardous material”, “extremely hazardous waste”, “restricted hazardous waste” under Section 25115, 25117 or 15122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (iv) defined as “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substances Account Act), (v) defined as “hazardous material”, “hazardous substance”, or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release, Response, Plans and Inventory), (vi) defined as a “hazardous substance” under Section 25181 of the California Health and Safety Code, Division 201, Chapter 6.7 (Underground Storage of Hazardous Substances), (vii) petroleum, (viii) asbestos, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article II of Title 22 of the California Administrative Code, Division 4, Chapter 20, (x) defined as “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. or listed pursuant to Section 1004 of the Federal Water Pollution Control Act (33 U.S.C. 1317), (xi) defined as a “hazardous waste”, pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., (xii) defined as “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Responsibility Compensations, and Liability Act, 42 U.S.C. 9601 et seq., or (xiii) regulated under the Toxic Substances Control Act, 156 U.S.C. 2601 et seq.

b. The term “Hazardous Materials Laws” shall mean any local, state and federal laws, rules, regulations, or ordinances relating to the use, generation, transportation, analysis, manufacture, installation, release, discharge, storage or disposal of Hazardous Material.

c. The term “Lessor’s Agents” shall mean Lessor’s agents, representatives, employees, contractors, subcontractors, directors, officers and partners.

d. The term “Lessee’s Agents” shall mean Lessee’s agents, representatives, employees, contractors, subcontractors, directors, officers, partners, invitees or any other person in or about the Premises.

33.2. Lessee’s Right to Investigate: Lessee shall be entitled to cause such inspection, soils and ground water tests, and other evaluations to be made of the Premises as Lessee deems necessary regarding (i) the presence and use of Hazardous Materials in or about the Premises, and (ii) the potential for exposure to Lessee’s employees and other persons to any Hazardous

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Materials used and stored by previous occupants in or about the Premises. Lessee shall provide Lessor with copies of all inspections, tests and evaluations. Lessee shall indemnify, defend and hold Lessor harmless from any cost, claim or expense arising from such entry by Lessee or from the performance of any such investigation by such Lessee.

33.3. Lessor’s Representations: Lessor hereby represents and warrants to the best of Lessor’s knowledge that the Premises are, as of the date of this Lease, in compliance with all Hazardous Material Laws.

33.4. Lessee’s Obligation to Indemnify: Lessee, at its sole cost and expense, shall indemnify, defend, protect and hold Lessor and Lessor’s Agents harmless from and against any and all cost or expenses, including those described under subparagraphs i, ii and iii herein below set forth, arising from or caused in whole or in part, directly or indirectly by:

a. Lessee’s or Lessee’s Agents’ use, analysis, storage, transportation, disposal, release, threatened release, discharge or generation of Hazardous Material to, in, on, under, about or from the Premises; or

b. Lessee’s or Lessee’s Agents failure to comply with Hazardous Material laws; or

c. Any release of Hazardous Material to, in, on, under, about, from or onto the Premises caused by or occurring as a result of acts or omissions of Lessee or Lessee’s Agents or occurring during the Lease Term, except ground water contamination from other parcels where the source is from off the Premises not arising from or caused by Lessee or Lessee’s Agents.

The cost and expenses indemnified against include, but are not limited to the following:

i. Any and all claims, actions, suits, proceedings, losses, damages, liabilities, deficiencies, forfeitures, penalties, fines, punitive damages, cost or expenses;

ii. Any claim, action, suit or proceeding for personal injury (including sickness, disease, or death), tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resources of the environment, nuisance, pollution, contamination, leaks, spills, release or other adverse effects on the environment;

iii. The cost of any repair, clean-up, treatment or detoxification of the Premises necessary to bring the Premises into compliance with all Hazardous Material Laws, including the preparation and implementation of any closure, disposal, remedial action, or other actions with regard to the Premises, and expenses (including, without limitation, reasonable attorney’s fees and consultants fees, investigation and laboratory fees, court cost and litigation expenses).

33.5. Lessee’s Obligation to Remediate Contamination: Lessee shall, at its sole cost and expense, promptly take any and all action necessary to remediate contamination of the Premises by Hazardous Materials during the Lease Term.

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33.6. Obligation to Notify: Lessor and Lessee shall each give written notice to the other as soon as reasonably practical of (i) any communication received from any governmental authority concerning Hazardous Material which related to the Premises and (ii) any contamination of the Premises by Hazardous Materials which constitutes a violation of any Hazardous Material Laws.

33.7. Survival: The obligations of Lessee under this Section 33 shall survive the Lease Term or earlier termination of this Lease.

33.8. Certification and Closure: On or before the end of the Lease Term or earlier termination of this Lease, Lessee shall deliver to Lessor a certification executed by Lessee stating that, to the best of Lessee’s knowledge, there exists no violation of Hazardous Material Laws resulting from Lessee’s obligation in Paragraph 33. If pursuant to local ordinance, state or federal law, Lessee is required, at the expiration of the Lease Term, to submit a closure plan for the Premises to a local, state or federal agency, then Lessee shall comply at its sole cost and expense with the requirements of the closure plan and furnish to Lessor a copy of such plan.

33.9. Prior Hazardous Materials: Lessee shall have no obligation to clean up or to hold Lessor harmless with respect to any Hazardous Material or wastes discovered on the Premises, except as a result of Environmental Surcharges, which were not introduced into, in, on, about, from or under the Premises during the Lease Term or ground water contamination from other parcels where the source is from off the Premises not arising from or caused by Lessee or Lessee’s Agents.

34. Brokers: Lessor and Lessee represent that they have not utilized or contacted a real estate broker or finder with respect to this Lease other than the Trammell Crow Company (“TCC”) and Lessee agrees to indemnify and hold Lessor harmless against any claim, cost, liability or cause of action asserted by any broker or finder claiming through Lessee other than TCC. Lessor shall at its sole cost and expense pay the brokerage commission per Lessor’s standard commission schedule attached hereto as Exhibit D and terms and upon occupancy of the Premises by Lessee. Lessor represents and warrants that it has not utilized or contacted a real estate broker or finder with respect to this Lease other than TCC and Lessor agrees to indemnify and hold Lessee harmless against any claim, cost, liability or cause of action asserted by any broker or finder claiming through Lessor.

35. Option to Extend

A. Option: Lessor hereby grants to Lessee one (1) option to extend the Lease Term, with the extended term to be for a period of six (6) months, on the following terms and conditions:

(i) Lessee shall give Lessor written notice of its exercise of its option to extend no earlier than twelve (12), nor later than six (6) calendar months before the Lease Term would end but for said exercise. Lessee may withdraw it notice of exercise of an extension option prior to six (6) months before the Lease Term would end but for said exercise. Except as provided in the previous sentence, once Lessee delivers a notice of exercise of an option to extend the Lease Term it may not be withdrawn and such notice shall operate to extend the Lease Term. Upon any extension of the Lease Term pursuant

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to this Section 35, the term “Lease Term” as used in this Lease shall thereafter include the then extended term. Time is of the essence.

(ii) Lessee may not extend the Lease Term pursuant to any option granted by this Section 35 if Lessee is in default as of the date of the exercise of its option. If Lessee has committed a default by Lessee as defined in Section 14 or 32 that has not been cured or waived by Lessor in writing by the date that any extended term is to commence, then Lessor may elect not to allow the Lease Term to be extended, notwithstanding any notice given by Lessee of an exercise of this option to extend.

(iii) All terms and conditions of this Lease shall apply during the extended term, except that the base rent and rental increases for each extended term shall be determined as provided in Section 35 (B) below

(iv) The option rights of Infoblox, Inc. granted under this Section 35 are granted for Infoblox Inc.’s personal benefit and may not be assigned or transferred by Infoblox, Inc. or exercised if Infoblox, Inc. is not occupying the Premises at the time of exercise.

B. Extended Term Rent – Option Period: The monthly Base Rent for the Premises during the extended term shall equal Forty Seven Thousand Three Hundred Twenty Eight and 75/100’s Dollars ($47,328.75) plus estimated CAC or any other additional rent as defined herein for the Premises as of the exercise date of the extended term.

36. Approvals: Whenever in this Lease the Lessor’s or Lessee’s consent is required, such consent shall not be unreasonably or arbitrarily withheld or delayed. In the event that the Lessor or Lessee does not respond to a request for any consents which may be required of it in this Lease within ten business days of the request of such consent in writing by the Lessee or Lessor, such consent shall be deemed to have been given by the Lessor or Lessee.

37. Authority: Each party executing this Lease represents and warrants that he or she is duly authorized to execute and deliver the Lease. If executed on behalf of a corporation, that the Lease is executed in accordance with the by-laws of said corporation (or a partnership that the Lease is executed in accordance with the partnership agreement of such partnership), that no other party’s approval or consent to such execution and delivery is required, and that the Lease is binding upon said individual, corporation (or partnership) as the case may be in accordance with its terms.

38. Indemnification of Lessor: Except to the extent caused by the sole negligence or willful misconduct of Lessor or Lessor’s Agents, Lessee shall defend, indemnify and hold Lessor harmless from and against any and all obligations, losses, costs, expenses, claims, demands, attorney’s fees, investigation costs or liabilities on account of, or arising out of the use, condition or occupancy of the Premises or any act or omission to act of Lessee or Lessees Agents or any occurrence in, upon, about or at the Premises, including, without limitation, any of the foregoing provisions arising out of the use, generation, manufacture, installation, release, discharge, storage, or disposal of Hazardous Materials by Lessee or Lessee’s Agents. It is understood that Lessee is and shall be in control and possession of the Premises and that Lessor shall in no event be responsible or liable for any injury or damage or injury to any person whatsoever, happening

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on, in, about, or in connection with the Premises, or for any injury or damage to the Premises or any part thereof. This Lease is entered into on the express condition that Lessor shall not be liable for, or suffer loss by reason of injury to person or property, from whatever cause, which in any way may be connected with the use, condition or occupancy of the Premises or personal property located herein. The provisions of this Lease-permitting Lessor to enter and inspect the Premises are for the purpose of enabling Lessor to become informed as to whether Lessee is complying with the terms of this Lease and Lessor shall be under no duty to enter, inspect or to perform any of Lessee’s covenants set forth in this Lease. Lessee shall further indemnify, defend and hold harmless Lessor from and against any and all claims arising from any breach or default in the performance of any obligation to Lessee’s part to be performed under the terms of this Lease. The provisions of Section 38 shall survive the Lease Term or earlier termination of this Lease with respect to any third party claims, damage, injury or death occurring during the Lease Term.

39. Successors And Assigns: The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all of the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.

40. Miscellaneous Provisions: All rights and remedies hereunder are cumulative and not alternative to the extent permitted by law and are in addition to all other rights or remedies in law and in equity.

41. Choice of Law: This lease shall be construed and enforced in accordance with the substantive laws of the State of California. In the event of a legal dispute any court hearing will take place in Santa Clara County. The language of all parts of this lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Lessor or Lessee.

42. Entire Agreement: This Lease is the entire agreement between the parties, and there are no agreements or representations between the parties except as expressed herein. Except as otherwise provided for herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto.

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In Witness Whereof, Lessor and Lessee have executed this Lease, the day and year first above written.

Lessor Mission West Properties, L.P. By: Mission West Properties, Inc., its general partner		Lessee Infoblox, Inc.
By:	/s/ R.V. Marino	By:	/s/ Remo Canessa
Signature of authorized representative		Signature of authorized representative
R.V. Marino		Remo Canessa
Printed Name		Printed Name
President & COO		CFO
Title		Title
3/17/06		3/17/06
Date		Date

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Exhibit A and A.1

Site plan and floor plan to be attached.

Exhibit A

Exhibit A.1

Exhibit B

Lessor, at Lessor’s sole cost and expense, shall complete the following TI’s within thirty (30) days of the date of the Lease:

General janitorial cleaning

Patch any carpet with holes in areas not covered by furniture and subject to foot traffic to match as close as possible existing carpet

Replace any damaged or stained ceiling tiles

Repair any damaged light fixtures

Repair any damaged window blinds

Exhibit B.1

Lessee’s TI’s to be attached

Exhibit B-1

Exhibit C

FF&E inventory to be attached

Exhibit D

Commission Schedule

February 15, 2006 DELIVERED VIA EMAIL

Rich Branning

Steve Levere

Executive Vice Presidents

Trammell Crow Company

3000 Sandhill Road

Building 3, Suite 100

Menlo Park, CA 94025

Re: Lease Commission Schedule for the Lease proposal dated February 17, 2006 for Infoblox, Inc. for 63,105 square feet located at 4750 Patrick Henry Drive, Santa Clara, California (the “Premises”)

Dear Rich and Steve:

On behalf of Mission West Properties, L.P. (“Lessor”) the following is the Leasing Commission Schedule for the above referenced proposal.

6%	-	First year’s NNN rent
6%	-	Second year’s NNN rent
6%	-	Third year’s NNN rent

We pay commissions only upon occupancy.

We pay based on NNN rent only, as defined herein.

This commission schedule is subject to Tenant paying Mission West Properties a cash security deposit and first month’s Total Rent at Lease signing.

Triple net (“NNN”) rent does not include the following:

(a) Common area charges

(b) Amortization of improvements

(c) Added rent payable for repairs, capital replacements, and capital repairs

Very truly yours,

Mission West Properties, L.P.

Mission West Properties, Inc.

Its general partner

Raymond V. Marino

President & COO

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (the “First Amendment”) is made and entered into this 15th day of April 2008 by and between Mission West Properties, L.P., a Delaware limited partnership (“Lessor”) and Infoblox Inc., a Delaware corporation (“Lessee”).

RECITALS

A. Lessee currently leases from Lessor approximately 63,105 square feet of space located at 4750 Patrick Henry Drive, Santa Clara, California (the “Premises”) pursuant to that certain lease dated March 17, 2006 (the “Lease”).

B. The initial Lease Term for the Premises expires on July 31, 2009.

C. Lessee elects to exercise its six month extension option in accordance with Section 35 of the Lease.

D. Lessee desires to extend the Lease Term beyond the six month extension option which expires January 31, 2010 to January 31, 2011.

E. Lessee has elected and Lessor has agreed to amend the Lease subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree to amend the Lease as follows:

1. EXTENDED TERM: In addition to the six month extension provided in Section 35 of the Lease, Lessor will grant Lessee an additional twelve (12) month extension commencing February 1, 2010 and ending twelve (12) months thereafter on January 31, 2011 (the “Extended Term”).

2. RENT: The monthly Total Rent during the initial six month extension and Extended Term of the Lease is as follows:

	Base Rent		Estimated CAC		Total Rent
8/1/09-1/31/10	$	47,328.75	$	13,252.05	$	60,580.80
2/1/10-1/31/11	$	75,726.00	$	13,252.05	$	88,978.05

3. OPTION TO EXTEND: Sections 35 A. Option and B. Extended Term Rent – Option Period of the Lease is hereby deleted and shall have no further force or effect

4. BROKERAGE COMMISSION: Each party represents and warrants to the other party that it has not utilized or contacted a real estate broker or finder with respect to this First Amendment and each party agrees to indemnify and hold each other harmless against any claim, cost, liability or cause of action asserted by any broker or finder claiming through either party. In addition, Lessor and Lessee agree that Lessor shall not be responsible for the payment of any other consulting fees, finder’s fees or any other

fees or commissions arising out of the negotiation and execution of this First Amendment.

5. RATIFICATION OF LEASE: Except as modified herein, the Lease is hereby ratified, approved and confirmed upon all the terms, covenants, and conditions.

6. AUTHORITY: Each party executing this First Amendment represents and warrants that he or she is duly authorized to execute and deliver this First Amendment. If executed on behalf of a corporation, that this First Amendment is executed in accordance with the by-laws of said corporation (or a partnership that this First Amendment is executed in accordance with the partnership agreement of such partnership), that no other party’s approval or consent to such execution and delivery is required, and that this First Amendment is binding upon said individual, corporation (or partnership) as the case may be in accordance with its terms.

The balance of this page is intentionally left blank.

IN WITNESS WHEREOF, the parties have executed this First Amendment, by their duly authorized signatories, as of the day first above written.

Lessor MISSION WEST PROPERTIES, L.P. By: Mission West Properties, Inc. Its General Partner		Lessee Infoblox, Inc.
By:	/s/ R.V. Marino	By:	/s/ Remo Canessa
Print Name:	R.V. Marino	Print Name:	Remo Canessa
Title:	President & COO	Title:	CFO
Date:	04/15/08	Date:	4/10/08

SECOND AMENDMENT TO LEASE

This Second Amendment to Lease (the “Second Amendment”) is made and entered into this 15^th day of March 2010 by and between Mission West Properties, L.P., a Delaware limited partnership (“Lessor”) and Infoblox, Inc., a Delaware corporation (“Lessee”).

RECITALS

A. Lessee currently leases from Lessor approximately 63,105 square feet of space located at 4750 Patrick Henry Drive, Santa Clara, California (the “Premises”) pursuant to that certain lease dated March 17, 2006, and First Amendment to Lease dated April 15, 2008 (the “Lease”).

B. The current Lease Term for the Premises expires on January 31, 2011.

C. Lessee desires to modify the current lease and extend the Lease Term for twenty-four (24) months.

D. Lessee has elected and Lessor has agreed to amend the Lease subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree to amend the Lease as follows:

1. LEASE TERM: Lessor will grant Lessee an additional twenty-four (24) month extension commencing February 1, 2011 and ending twenty-four (24) months thereafter on January 31, 2013 (the “Second Extended Term”).

2. RENT: The monthly Total Rent is as follows:

	Base Rent		Estimated CAC		Total Rent
04/01/10-01/31/11	$	57,838.44	$	13,252.05	$	71,090.49
02/01/11-01/31/12	$	59,731.59	$	13,252.05	$	72,983.64
02/01/12-01/31/13	$	61,624.74	$	13,252.05	$	74,876.79

3. TENANT IMPROVEMENTS: Lessor, at Lessor’s sole cost, is responsible to install one new five (5) ton gas/electric rooftop AC/heating unit, remove old unit, install new thermostat and smoke detectors, connect smoke deterctors to fire alarm panel, install required duct work for one new 12” register in room, install one 40 amp three phase 208 volt electrical service, connect condensate line, modify roof sleepers and repair roof as required. Lessor will complete the improvements during normal working hours and coordinate access to the Premises with Lessee. All finishes will match existing finishes as closely as possible.

4. BROKERAGE COMMISSION: Each party represents and warrants to the other party that it has not utilized or contracted a real estate broker or finder with respect to

this Second Amendment and each party agrees to indemnify and hold each other harmless against any claim, cost, liability or cause of action asserted by any broker or finder claiming through either party. In addition, Lessor and Lessee agree that Lessor shall not be responsible for the payment of any other consulting fees, finder’s fees or any other fees or commissions arising out of the negotiation and execution of this Section Amendment.

5. RATIFICATION OF LEASE: Except as modified herein, the Lease is hereby ratified, approved and confirmed upon all the terms, covenants, and conditions.

6. AUTHORITY: Each party executing this Second Amendment represents and warrants that he or she is duly authorized to execute and deliver this Second Amendment. If executed on behalf of a corporation, that this Second Amendment is executed in accordance with the by-laws of said corporation (or a partnership that this Second Amendment is executed in accordance with the partnership agreement of such partnership), that no other party’s approval or consent to such execution and delivery is required, and that this Second Amendment is binding upon said individual, corporation (or partnership) as the case may be in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed this Second Amendment, by their duly authorized signatories, as of the day first above written.

Lessor MISSION WEST PROPERTIES, L.P. By: Mission West Properties, Inc. Its General Partner		Lessee Infoblox, Inc.
By:	/s/ R.V. Marino	By:	/s/ Remo Canessa
Print Name:	R.V. Marino	Print Name:	Remo Canessa
Title:	President & COO	Title:	CFO
Date:	3/16/10	Date:	3/15/10

36

EX-10.07

Exhibit 10.07

*Confidential Treatment has been

requested for the marked portions

of this exhibit pursuant to Rule

406 of the Securities Act of

1933, as amended.

FLEXTRONICS INFRASTRUCTURE

MANUFACTURING SERVICES AGREEMENT

This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into this 9th day of February 2011 by and between lnfoblox Inc. having its place of business at 4750 Patrick Henry Drive, Santa Clara, CA 95054, (“Customer”) and Flextronics Telecom Systems, Ltd., having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).

Customer desires to engage Flextronics to perform manufacturing services as further set forth in this Agreement and in applicable SOWS (as defined below) to be attached by mutually agreement. The parties agree as follows:

1. DEFINITIONS

Flextronics and Customer agree that capitalized terms shall have the meanings set forth in this Agreement and Exhibit 1 attached hereto and incorporated herein by reference.

2. MANUFACTURING SERVICES

2.1. Work. Customer hereby engages Flextronics to perform the work (hereinafter “Work”). “Work” shall mean to procure Materials and to manufacture, assemble, and test products (hereinafter “Product(s)”) pursuant to detailed written Specifications. Products can include, as identified in each applicable SOW (as defined below), PCBA-level products (“PCBA Products”), enclosure products (“Enclosures”), and customer configured finished products (“BTO Products”). Products, together with applicable pricing and Specifications, are identified in mutually-agreed upon statements of work (each, a “Statement of Work” or “SOW”), which may also include information such as the site at which the Work shall be performed and other relevant information, and each of which upon execution is incorporated by reference and subject to the terms of this Agreement. The “Specifications” for each Product or revision thereof, shall include but are not limited to bill of materials, designs, schematics, assembly drawings, process documentation, test specifications, current revision number, and Approved Vendor List, and shall be maintained and updated in accordance with the terms of this Agreement. The Specifications as provided by Customer (which may be referenced in (or attached to) the applicable SOW) and included in Flextronics’s production document management system are hereby referenced and incorporated herein. This Agreement does not include any new product introduction (NPI) or product prototype services related to the Products. In the event that Customer requires any such services, the parties shall enter into a separate agreement. In case of any conflict between the Specifications and this Agreement, this Agreement shall prevail.

2.2. Engineering Changes. Customer may request that Flextronics incorporate engineering changes into the Product by providing Flextronics with a description of the proposed engineering change sufficient to permit Flextronics to evaluate its feasibility and cost. Flextronics shall proceed with engineering changes when the parties have agreed upon the

changes to the Specifications, delivery schedule and Product pricing and the Customer has issued a purchase order for the implementation costs.

2.3. Tooling; Non-Recurring Expenses; Software. Customer shall pay for or obtain and consign to Flextronics any Product-specific tooling, equipment or software and other reasonably necessary non-recurring expenses, to be set forth in Flextronics’s quotation. All software that Customer provides to Flextronics or any test software that Customer engages Flextronics to develop is and shall remain the property of Customer.

2.4. Cost Reduction Projects. Flextronics agrees to seek ways to reduce the cost of manufacturing Products by methods such as elimination of Materials, redefinition of Specifications, and re-design of assembly or test methods. [*] implementation of such ways initiated by Customer.

3. FORECASTS; ORDERS; FEES; PAYMENT

3.1. Forecast and Purchase Orders.

(a) Customer shall provide Flextronics, on a [*] basis, a rolling [*] ([*]) month forecast indicating Customer’s monthly Product requirements.

(b) Unless a different timeframe is set forth in an SOW, Customer shall on a [*] basis provide purchase orders for following portion of the forecast:

(i) For BTO Products, purchase orders to cover the agreed Lead Time by Product, as set forth in the applicable SOW.

(ii) For all other Products, purchase orders for the first [*] ([*]) months of the then-applicable forecast.

Such purchase orders shall be issued and updated [*] in accordance with Section 3.2 and 5 below. If Customer fails to submit required purchase orders as set forth above, then the applicable portions of then-applicable forecast shall be deemed to constitute Customer’s purchase order for such [*].

3.2. Purchase Orders; Precedence. Customer may use its standard purchase order form for any notice provided for hereunder; provided that all purchase orders must reference this Agreement and the applicable Specifications. The parties agree that the terms and conditions contained in this Agreement shall prevail over any terms and conditions of any such purchase order, acknowledgment form or other instrument.

3.3. Purchase Order Acceptance. Purchase orders shall normally be deemed accepted by Flextronics, provided however that Flextronics may reject any purchase order: (a) that is an amended order in accordance with Section 5.2 below because the purchase order is outside of the Flexibility Table; (b) if the fees reflected in the purchase order are inconsistent with the parties’ agreement with respect to the fees; (c) if the purchase order represents a significant deviation from the forecast for the same period, unless such deviation is within the parameters of the Flexibility Table; or (d) if a purchase order would extend Flextronics’s liability

* Confidential Treatment Request

beyond Customer’s approved credit line. Flextronics shall notify Customer of rejection of any purchase order within five (5) business days of receipt of such purchase order.

3.4. Fees; Changes; Taxes.

(a) The fees shall be quoted in U.S. Dollars, shall be agreed by the parties and shall be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List identified in the applicable SOW (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.

(b) Customer is responsible for additional fees and costs due to: (a) changes to the Specifications; (b) failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule; and (c) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.

(c) The fees may be reviewed [*] by the parties. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. If any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including, without limitation, mandatory wage increases) result in changes to the costs of performance of any Work hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised prices to reflect such Governmental Change.

(d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income.

(e) Unless otherwise agreed in a SOW, the Fees List shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees shall be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than +/- .75% from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 3.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

* Confidential Treatment Request

3.5. Payment and Guaranty. Customer shall pay all invoices in U.S. Dollars within [*] ([*]) days of the date of the invoice. Customer hereby unconditionally guarantees to Flextronics the full and prompt compliance by all Customer Affiliates with the terms and conditions of this Agreement, whether now existing or later arising (the “Guaranteed Obligations”). This guarantee is absolute, continuing, unlimited and independent and will not be affected, diminished or released for any reason. Customer waives (i) diligence, presentment, demand for payment, protest or notice of any default or nonperformance by any Customer Affiliate, (ii) notice of waivers or indulgences given to any Customer Affiliate and (iii) all defenses, offsets and counterclaims against Flextronics, any right to the benefit of any security or statute of limitations, and any requirement that Flextronics proceed first against a Customer Affiliate or any collateral security and all other suretyship defenses. Until the Guaranteed Obligations have been paid and performed in full, Customer will not enforce any right of subrogation. Customer shall indemnify, defend and hold Flextronics and its affiliates harmless from any and all claims by any Customer Affiliates to the extent that such claims are inconsistent with the terms and conditions of this Agreement. For purposes of this Section, “Customer Affiliates” means Affiliates of Customer that purchase Products from Flextronics or any of its Affiliates.

3.6. Late Payment. If Customer fails to pay amounts due in accordance with the foregoing, Customer shall pay one percent (1%) monthly interest on all late payments. Furthermore, if Customer is late with payments, or Flextronics has reasonable cause to believe Customer may not be able to pay, Flextronics may, in its sole discretion [*] ([*]) days after providing written notice to Customer, undertake any or any combination of the following: (a) stop all Work under this Agreement until assurances of payment satisfactory to Flextronics are received or payment is received; (b) demand prepayment for purchase orders; (c) delay shipments; and (d) to the extent that Flextronics’s personnel cannot be reassigned to other billable work during such stoppage and/or in the event restart cost are incurred, invoice Customer for additional fees before the Work can resume. Customer agrees to provide all necessary financial information required by Flextronics from time to time in order to make a proper assessment of the creditworthiness of Customer.

4. MATERIALS PROCUREMENT; CUSTOMER RESPONSIBILITY FOR MATERIALS

4.1. Authorization to Procure Materials, Inventory and Special Inventory. Customer’s accepted purchase orders and forecast shall constitute authorization for Flextronics to procure, without Customer’s prior approval,

(a) Inventory to manufacture the Products covered by such purchase orders and forecast based on the applicable Lead Times; and

(b) Special Inventory authorized by Customer, and

(c) Minimum Order Inventory reasonably required to support Customer’s purchase orders and forecast; and

* Confidential Treatment Request

4.2. Supply Chain Management.

(a) Purchases Off Of AVL. Customer shall provide to Flextronics and maintain an Approved Vendor List. Flextronics shall purchase from vendors on a current AVL the Materials required to manufacture the Product.

(b) Customer Controlled Materials. Customer may direct Flextronics to purchase Customer Controlled Materials in accordance with the Customer Controlled Materials Terms. Customer acknowledges that the Customer Controlled Materials Terms shall directly impact Flextronics’s ability to perform under this Agreement and to provide Customer with the flexibility Customer is requiring pursuant to the terms of this Agreement. In the event that Flextronics reasonably believes that Customer Controlled Materials Terms shall create an additional cost that is not covered by this Agreement, then Flextronics shall notify Customer and the parties shall agree to either (a) compensate Flextronics for such additional costs, (b) amend this Agreement to conform to the Customer Controlled Materials Terms or (c) amend the Customer Controlled Materials Terms to conform to this Agreement, in each case at no additional charge to Flextronics. Customer agrees to provide copies to Flextronics of all Customer Controlled Materials Terms upon the execution of this Agreement and promptly upon execution of any new agreements with suppliers. Customer agrees not to make any modifications or additions to the Customer Controlled Materials Terms or enter into new Customer Controlled Materials Terms with suppliers that shall negatively impact Flextronics’s procurement activities.

(c) Preferred Supplier. Customer shall provide to Flextronics and maintain an Approved Vendor List. Flextronics shall purchase from vendors on a current AVL the Materials required to manufacture the Product. Customer shall include Flextronics on AVL’s for Materials that Flextronics can supply, if Flextronics is competitive with other suppliers with respect to reasonable and unbiased criteria for acceptance established by Customer. If Flextronics is on an AVL and its prices and quality are competitive with other vendors, then Customer shall raise no objection to Flextronics sourcing Materials from itself. For purposes of this Section 4.3 only, the term “Flextronics” includes any companies affiliated with Flextronics.

(d) Materials Warranties. Flextronics shall endeavor to obtain and pass through to Customer (without any actual liability for) the following warranties with regard to the Materials (other than the Production Materials): (i) conformance of the Materials with the vendor’s specifications and/or with the Specifications; (ii) that the Materials shall be free from defects in workmanship; (iii) that the Materials shall comply with Environmental Regulations; and (iv) that the Materials shall not infringe the intellectual property rights of third parties.

(e) Inventory Commitments. The parties shall use their respective commercially reasonable efforts to achieve a targeted [*] ([*]) turns of the Inventory per year. These efforts shall include, but not be limited to, improvements in forecasting accuracy, negotiating and implementation vendor managed inventory (VMI) programs, implementing manufacturing cycle time reductions through lean programs, and reducing supplier lead-times. The parties shall review the actual inventory turns during the quarterly business review. If the turns are below the targeted turns, the parties shall outline actions to improve the turns.

* Confidential Treatment Request

4.3. Customer Responsibility for Inventory and Special Inventory. Customer is responsible under the conditions provided in this Agreement for all Materials, Inventory and Special Inventory purchased by Flextronics under this Section 4.

4.4. Consigned Materials. In the event Customer consigns Excess Inventory purchased by Customer to be used by Flextronics in the manufacture of the Product (“Consigned Materials”), Customer agrees to take delivery of the Consigned Materials after [*] ([*]) days. Title to Consigned Materials remains at all times with Customer and Flextronics has no obligation to purchase the Consigned Materials. All Consigned Materials are subject to a storage and handling charge of [*] percent ([*]%) of the value of the Consigned Materials per month until such Inventory is used to manufacture Products or is shipped to Customer at the end of the [*] ([*]) day period. Flextronics shall ensure that such Consigned Materials will be allocated part numbers to indicate Customer’s ownership. Flextronics will bear responsibility for any damage or loss of Consigned Materials related to nonproduction causes while they are on the premises of Flextronics. Upon reasonable notice, Customer may observe the warehouse space in which the Consigned Materials are stored.

5. SHIPMENTS, SCHEDULE CHANGE, CANCELLATION, STORAGE

5.1. Shipments. Flextronics shall (a) deliver all Products pursuant to the terms of this Agreement suitably packed for shipment in accordance with the Specifications and marked for shipment to Customer’s destination specified in the applicable purchase order, and (b) make such deliveries EXW (Ex works, Incoterms 2000) Flextronics’s manufacturing facility. Risk of loss and title shall pass to Customer upon delivery by Flextronics of the Products to the stated delivery point in accordance with the applicable Incoterm. All freight, insurance and other shipping expenses, as well as any special packing expenses not expressly included in the original quotation for the Products, shall be paid by Customer. In the event Customer designates a freight carrier to be utilized by Flextronics, Customer agrees to designate only freight carriers that are currently in compliance with all applicable laws relating to anti-terrorism security measures and to adhere to the C-TPAT (Customs-Trade Partnership Against Terrorism) security recommendations and guidelines as outlined by the United States Bureau of Customs and Border Protection and to prohibit the freight carriage to be sub-contracted to any carrier that is not in compliance with the C-TPAT guidelines.

5.2. Quantity Increases and Shipment Schedule Changes.

(a) For any accepted purchase order or provided forecasts, Customer may increase the quantity of Products or reschedule the quantity of Products and their shipment date as provided below, in accordance with the following:

(i) For BTO Products:

A. Purchase orders may not be rescheduled except by mutual agreement, which Flextronics may grant or withhold in its sole discretion.

B. The forecast may be increased or decreased as required by Customer. Decreases in forecast shall be treated as cancellations,

* Confidential Treatment Request

for which Customer shall be responsible for costs and liabilities set forth in Section 5.3 below. For increases in forecast, Section 5. 2(b) shall apply.

(ii) For all other Products, Customer may adjust the quantity of Products ordered or forecast in accordance with the following table (the “Flexibility Table”):

Maximum Allowable Variance From Accepted Purchase Order & Forecast Quantities/ Shipment Dates

# of days before Shipment Date on Purchase Order or Forecast	Allowable Quantity Increases	Maximum Reschedule Quantity	Maximum Reschedule Period
[*]	[*]%	[*]%	[*]
[*]	[*]%	[*]%	[*] days
[*]	[*]%	[*]%	[*] days
[*]	[*]%	[*]%	[*] days

Any decrease in quantity is considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table. Any purchase order quantities increased or rescheduled pursuant to this Section 5.2(a) may not be subsequently increased or rescheduled.

For any changes (including but not limited to cancellation and reschedules), Customer shall be responsible for Inventory liability is set forth in 5.3(a) and the costs set forth in section 5.3(b).

(b) Flextronics shall use reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the Flexibility Table require Flextronics’s approval, which, in its sole discretion, may or may not be granted. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the Flexibility Table, and if there are extra costs to meet such reschedule or increase, then Customer shall be liable for such extra costs.

(c) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes to the Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 5.2 for the period of such delay.

(d) Products that have been ordered by Customer and that have not been picked up in accordance with the agreed upon shipment dates shall be considered cancelled and Customer shall be responsible for such Products in the same manner as set forth Section 5.3.

* Confidential Treatment Request

(e) If the forecast for any period is less than the previous forecast supplied over the same period, that amount shall be considered canceled and Customer shall be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecast.

5.3. Cancellations; Purchases of Excess and Obsolete Inventory and Cancellations.

(a) Customer may not cancel all or any portion of Product quantity of an accepted purchase order without Flextronics’s prior written approval, which, in its sole discretion, may or may not be granted. If Customer does not request prior approval, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved cancellation, then Customer shall pay Flextronics Monthly Charges for any such cancellation, calculated as of the first day after such cancellation for any Product or Inventory or Special Inventory procured by Flextronics to support the original delivery schedule [*]. In addition, if Flextronics notifies Customer that any Product (or partially completed Product) subject to such cancellation has remained in Flextronics’s possession for more than [*] ([*]) days, then Customer shall immediately purchase from Flextronics such Product at the established fees for such Products (or a pro-rata proportion thereof for any applicable work-in-progress).

(b) Notwithstanding anything else in this Agreement, Customer shall be responsible for Excess Inventory, Obsolete Inventory, and Aged Inventory. Prior to invoicing Customer for the amounts due pursuant to (i), (ii) and (iii) of this Section, Flextronics shall use commercially reasonable efforts for a period not to exceed 15 days, to return unused Inventory and Special Inventory and to cancel pending orders for such Inventory, and to otherwise mitigate the amounts payable by Customer.

(i) Excess Inventory. At the end of every calendar month, Flextronics shall report the Excess Inventory. Customer shall purchase the Excess Inventory that has been Excess Inventory for at least [*] at a price equal to the [*].

(ii) Obsolete Inventory. At the end of every calendar month, Flextronics shall report the Obsolete Inventory. After a validation period, which shall not exceed 15 days, Customer shall purchase the Obsolete Inventory at a price equal to [*].

(iii) Aged Inventory. At the end of every calendar month, Flextronics shall report the Aged Inventory. After validation, which shall not exceed 15 days, Customer shall purchase the Aged Inventory at a price equal to [*].

After purchase by Customer the Excess Inventory will be held in consignment by Flextronics and will be subject to the terms of Section 4.4 above (Consigned Materials). Flextronics shall ship the Inventory and Special Inventory paid for by Customer under this section to Customer promptly upon said payment by Customer. In the event Customer does not pay within [*] days, Flextronics shall be entitled to dispose of such Inventory and Special Inventory in a commercially reasonable manner and credit to Customer any monies received from third parties. Flextronics shall then submit an invoice for the balance amount due and Customer agrees to pay said amount within [*] days of its receipt of the invoice.

* Confidential Treatment Request

(c) For changes (including but not limited to cancellation and reschedules) that are not consistent with the Flexibility Table, Customer shall be responsible for the following costs in addition to the charges set forth in Sections 5.3(a) and (b) above:

(i) any vendor cancellation charges incurred; and

(ii) expenses incurred by Flextronics related to labor and equipment specifically put in place to support the purchase orders and forecasts that are affected by such reschedule or cancellation (as applicable); and

(iii) the cost of unwinding any currency hedging contracts entered into by Flextronics that are affected by such reschedule or cancellation (as applicable) (it being understood that Flextronics shall provide Customer with a credit for any gain received by Flextronics as a result of such unwinding).

5.4. No Waiver. For the avoidance of doubt, Flextronics’s failure to invoice Customer for any of the charges set forth in this Section does not constitute a waiver of Flextronics’s right to charge Customer for the same event or other similar events in the future.

5.5. Finished Products Buffer Stock. Flextronics may, from time to time, at additional cost and fees to Customer, store finished Products in Flextronics’s facilities in order to increase Customer’s sourcing flexibility. On the [*]st day after such finished Products are moved into such storage facility, title and risk of loss for such Products shall transfer from Flextronics to Customer and shall be considered delivery and sale to Customer for the purposes of this Agreement. In accordance with the terms of this Agreement, Flextronics shall invoice Customer for such sale. Beginning immediately upon such transfer, Customer agrees to pay a storage and handling fee of [*] percent ([*]%) per month, or any portion thereof, based upon the contract price of the respective finished Products. The storage and handling fee shall continue to be accrued until Customer removes the respective Products from Flextronics’s facility. Upon the [*]th day following the foregoing transfer, Flextronics will ship the Products to Customer under the terms of this Agreement.

5.6.

6. PRODUCT ACCEPTANCE AND EXPRESS LIMITED WARRANTY

6.1. Product Acceptance. The Products delivered by Flextronics shall be inspected and tested as required by Customer within [*] ([*]) days of receipt at the “ship to” location on the applicable purchase order. If Products do not comply with the express limited warranty set forth in Section 6.2 below, Customer has the right to reject such Products during said period. Products not rejected during said period shall be deemed accepted. Customer may return defective Products, freight collect, after obtaining a return material authorization number from Flextronics to be displayed on the shipping container and completing a failure report. Rejected Products shall be promptly [*], and returned freight pre-paid. Customer shall bear all of the risk, and all costs and expenses, associated with Products that have been returned to Flextronics for which there is no defect found.

* Confidential Treatment Request

6.2. Express Limited Warranty. This Section 6.2 sets forth Flextronics’s sole and exclusive warranty and Customer’s sole and exclusive remedies with respect to a breach by Flextronics of such warranty.

(a) Flextronics warrants that the Products shall have been manufactured in accordance with the applicable Specifications and shall be free from defects in workmanship for a period of [*] ([*]) months from the date of shipment. In addition, Flextronics warrants that Production Materials are in compliance with Environmental Regulations.

(b) Notwithstanding anything else in this Agreement, this express limited warranty does not apply to, and Flextronics makes no representations or warranties whatsoever with respect to: (i) Materials and/or Customer Controlled Materials; (ii) defects resulting from the Specifications or the design of the Products; (iii) Product that has been abused, damaged, altered or misused by any person or entity after title passes to Customer; (iv) first articles, prototypes, pre-production units, test units or other similar Products; (v) defects resulting from tooling, designs or instructions produced or supplied by Customer, or (vi) the compliance of Materials or Products with any Environmental Regulations. Customer shall be liable for costs or expenses incurred by Flextronics related to the foregoing exclusions to Flextronics’s express limited warranty.

(c) Upon any failure of a Product to comply with this express limited warranty, Flextronics’s sole obligation, and Customer’s sole remedy, is for Flextronics, at its option, to promptly repair or replace such unit and return it to Customer freight prepaid. Customer shall return Products covered by this warranty freight prepaid after completing a failure report and obtaining a return material authorization number from Flextronics to be displayed on the shipping container. Customer shall bear all of the risk, and all costs and expenses, associated with Products that have been returned to Flextronics for which there is no defect found.

(d) Customer shall provide its own warranties directly to any of its end users or other third parties. Customer shall not pass through to end users or other third parties the warranties made by Flextronics under this Agreement. Furthermore, Customer shall not make any representations to end users or other third parties on behalf of Flextronics, and Customer shall expressly indicate that the end users and third parties must look solely to Customer in connection with any problems, warranty claim or other matters concerning the Product.

6.3. Epidemic Failure. During the term of this Agreement, Flextronics will repair or replace any affected Products for any Epidemic Failure due to any workmanship related cause that could have been identified at the time of manufacture through the Customer specified inspection and test procedures. An Epidemic Failure will be considered to exist when return rate data indicates that [*] percent [*]% of a Product shipped during any [*] ([*]) consecutive months has been proven to exhibit the substantially same major functional, mechanical, or appearance defect. Flextronics and Customer will agree to a reasonable plan and allocation of costs to carry out the repair or replacement of affected Product shipped during said [*] period. Upon agreement, Flextronics will pay any claims for [*] if the problem is a result of a breach by Flextronics of its express limited warranty set forth in Section 6.2.

* Confidential Treatment Request

6.4. No Representations or Other Warranties. FLEXTRONICS MAKES NO REPRESENTATIONS AND NO OTHER WARRANTIES OR CONDITIONS ON THE PERFORMANCE OF THE WORK, OR THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH CUSTOMER, AND FLEXTRONICS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT.

7. INTELLECTUAL PROPERTY LICENSES

7.1. Licenses. Customer hereby grants Flextronics a non-exclusive license during the term of this Agreement to use Customer’s patents, trade secrets and other intellectual property as necessary to perform Flextronics’s obligations under this Agreement.

7.2. No Other Licenses. Except as otherwise specifically provided in this Agreement, each party acknowledges and agrees that no licenses or rights under any of the intellectual property rights of the other party are given or intended to be given to such other party.

8. TERM AND TERMINATION

8.1. Term. The term of this Agreement shall commence on the date hereof above and shall continue for one (1) year thereafter until terminated as provided in Section 8.2 (Termination) or 10.8 (Force Majeure). After the expiration of the initial term hereunder (unless this Agreement has been terminated), this Agreement shall be automatically renewed for separate but successive one-year terms unless either party provides written notice to the other party that it does not intend to renew this Agreement ninety (90) days or more prior to the end of any term.

8.2. Termination. This Agreement may be terminated by either party (a) for convenience upon ninety (90) days written notice to the other party, or (b) if the other party defaults in any payment to the terminating party and such default continues without a cure for a period of fifteen (15) days after the delivery of written notice thereof by the terminating party to the other party, (c) if the other party defaults in the performance of any other material term or condition of this Agreement and such default continues unremedied for a period of thirty (30) days after the delivery of written notice thereof by the terminating party to the other party, or (d) pursuant to Section 10.8 (Force Majeure).

8.3. Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date the provisions of Sections 5.2, 5.3, and 5.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics’s express limited warranty in Section 6.2 above. Termination of this Agreement, settling of accounts in the manner set forth in the foregoing sentence shall be the exclusive remedy of the parties for breach of this Agreement, except for breaches of Section 6.2, 9.1, 9.2, or 10.1. Sections 1.3., 5.3, 6.3, 7.4, 5.3, 5.4, 6.2, 6.3, 7, 8, 9, and 10 shall be the only terms that shall survive any termination or expiration of this Agreement.

9. INDEMNIFICATION; LIABILITY LIMITATION

9.1. Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and all directors, officers, employees, and agents (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to:

(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6.2;

(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture, assembly or test of the Product in accordance with the Specifications; or

(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture the Products; provided that, Flextronics shall not have any obligation to indemnify Customer if such claim would not have arisen but for Flextronics’s manufacture of the Product in accordance with the Specifications.

9.2. Indemnification by Customer. Customer agrees to defend, indemnify and hold harmless, Flextronics and its affiliates, and all directors, officers, employees and agents (each, a “Flextronics Indemnitee”) from and against all Damages incurred by or assessed against any of the foregoing to the extent the same arise out of, are in connection with, are caused by or are related to third-party claims relating to:

(a) any failure of any Product (and Materials contained therein) sold by Flextronics hereunder to comply with any safety standards and/or Environmental Regulations to the extent that such failure has not been caused by Flextronics’s breach of its express limited warranties set forth in Section 6.2 hereof;

(b) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product, but only to the extent such injury or damage has not been caused by Flextronics’s breach of its express limited warranties related to Flextronics’s workmanship and manufacture in accordance with the Specifications only as further set forth in Section 6. 2 hereof; or

(c) any infringement of the intellectual property rights of any third party by any Product except to the extent such infringement is the responsibility of Flextronics pursuant to Section 9.1(b) above.

9.3. Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt notice of any third-party claim and cooperate with the indemnifying party at its expense. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnified party shall not, without the prior written consent of the indemnifying party, agree to the settlement, compromise or discharge of such third-party claim.

9.4. Sale of Products Enjoined. Should the use of any Products be enjoined for a cause stated in Section 9.1(b) or 9.2(c) above, or in the event the indemnifying party desires to minimize its liabilities under this Section 9, in addition to its indemnification obligations set forth in this Section 9, the indemnifying party’s sole responsibility is to either substitute a fully equivalent Product or process (as applicable) not subject to such injunction, modify such Product or process (as applicable) so that it no longer is subject to such injunction, or obtain the right to continue using the enjoined process or Product (as applicable). In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then, all accepted purchase orders and the current forecast shall be considered cancelled and Customer shall purchase all Products, Inventory and Special Inventory as provided in Sections 5.3 and 5.4 hereof. Any changes to any Products or process must be made in accordance with Section 2.2 above. Notwithstanding the foregoing, in the event that a third party makes an infringement claim, but does not obtain an injunction, the indemnifying party shall not be required to substitute a fully equivalent Product or process (as applicable) or modify the Product or process (as applicable) if the indemnifying party obtains an opinion from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

9.5. No Other Liability. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO THIS SECTION 9 OR A BREACH OF SECTION 10.1 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY “COVER” DAMAGES (INCLUDING INTERNAL COVER DAMAGES WHICH THE PARTIES AGREE MAY NOT BE CONSIDERED “DIRECT” DAMAGES), OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

THIS SECTION 9 STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

9.6. CAP ON LIABILITY. EXCEPT WITH RESPECT TO FLEXTRONICS’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO THIS SECTION 9 OR BREACH OF SECTION 10.1 BELOW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FLEXTRONICS’S TOTAL LIABILITY TO CUSTOMER HEREUNDER SHALL BE SUBJECT TO AN AGGREGATE CAP IN ACCORDANCE WITH THE FOLLOWING: FLEXTRONICS’S MAXIMUM ANNUAL AGGREGATE LIABILITY TO CUSTOMER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO [*]% OF THE TOTAL GROSS AMOUNTS ACTUALLY PAID TO FLEXTRONICS BY CUSTOMER DURING THE IMMEDIATELY PRECEDING CALENDAR YEAR.

10. MISCELLANEOUS

10.1. Confidentiality. Each party shall refrain from using any and all Confidential Information of the disclosing party for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the party to this Agreement owning the Confidential Information, no party shall disclose or facilitate disclosure of Confidential Information of the disclosing party to anyone without the prior written consent of the disclosing party, except to its employees, consultants, parent company, and subsidiaries of its parent company who need to know such information for carrying out the activities contemplated by this Agreement and who have agreed in writing to confidentiality terms that are no less restrictive than the requirements of this Section. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party pursuant to a required legal process, subpoena or other court process only (i) after having given the disclosing party prompt notice of the receiving party’s receipt of such process and (ii) after the receiving party has given the disclosing party a reasonable opportunity to oppose such process or to obtain a protective order. Subject to each party’s right to maintain copies of Confidential Information in accordance with such party’s reasonable record-keeping requirements (and provided further that such information shall be used only as required by law or in connection with this Agreement), Confidential Information of the disclosing party in the custody or control of the receiving party shall be promptly returned or destroyed upon the earlier of (i) the disclosing party’s written request or (ii) termination of this Agreement. Confidential information disclosed pursuant to this Agreement shall be maintained confidential for a period of three (3) years after the disclosure thereof. The existence and terms of this Agreement shall be confidential in perpetuity [*].

10.2. Use of Flextronics Name is Prohibited. The existence and terms of this Agreement are Confidential Information and protected pursuant to Section 10.1 above. Accordingly, Customer may not use Flextronics’s name or identity or any other Confidential Information in any advertising, promotion or other public announcement without the prior express written consent of Flextronics.

10.3. Entire Agreement; Severability. This Agreement and applicable SOWS constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties relating to such transactions. If the scope of any of the provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be

* Confidential Treatment Request

enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

10.4. Amendments; Waiver. This Agreement may be amended only by written consent of both parties. The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. Neither party shall be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

10.5. Independent Contractor. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

10.6. Expenses. Each party shall pay their own expenses in connection with the negotiation of this Agreement. All fees and expenses incurred in connection with the resolution of Disputes shall be allocated as further provided in Section 10.11 below.

10.7. Insurance. Flextronics and Customer agree to maintain appropriate insurance to cover their respective risks under this Agreement with coverage amounts commensurate with levels in their respective markets. Customer specifically agrees to maintain insurance coverage for any finished Products or Materials the title and risk of loss of which passes to Customer pursuant to this Agreement and which is stored on the premises of Flextronics.

10.8. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any act of God, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, Materials unavailability, or any other cause beyond the reasonable control of the party invoking this section (collectively, a “Force Majeure”), and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of Force Majeure, if such party is not able to perform within ninety (90) days after such event, the other party may terminate the Agreement.

10.9. Successors, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. Neither party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, (a) Flextronics may assign some or all of its rights and obligations under this Agreement to an affiliated Flextronics entity, and (b) Customer may assign this Agreement to an acquirer of all or substantially all of Customer’s business or assets, subject

to Flextronics’s credit approval and to Flextronics’s right to terminate in accordance with Section 8.2.

10.10. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed received (a) when delivered personally; (b) when sent by confirmed facsimile; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a commercial overnight carrier. All communications shall be sent to the addresses set forth above or to such other address as may be designated by a party by giving written notice to the other party pursuant to this section.

10.11. Disputes Resolution; Waiver of Jury Trial.

(a) Except as otherwise provided in this Agreement, the following binding dispute resolution procedures shall be the exclusive means used by the parties to resolve all disputes, differences, controversies and claims arising out of or relating to the Agreement or any other aspect of the relationship between Flextronics and Customer or their respective affiliates and subsidiaries (collectively, “Disputes”). Either party may, by written notice to the other party, refer any Disputes for resolution in the manner set forth below.

(b) Any and all Disputes shall be referred to arbitration under the rules and procedures of Judicial Arbiter Group, Inc. (“JAG”), who shall act as the arbitration administrator (the “Arbitration Administrator”).

(c) The parties shall agree on a single arbitrator (the “Arbitrator”). The Arbitrator shall be a retired judge selected by the parties from a roster of arbitrators provided by the Arbitration Administrator. If the parties cannot agree on an Arbitrator within seven (7) days of delivery of the demand for arbitration (“Demand”) (or such other time period as the parties may agree), the Arbitration Administrator shall select an independent Arbitrator.

(d) Unless otherwise mutually agreed to by the parties, the place of arbitration shall be Denver, Colorado, although the arbitrators may be selected from rosters outside Denver.

(e) The Federal Arbitration Act shall govern the arbitrability of all Disputes. The Federal Rules of Civil Procedure and the Federal Rules of Evidence (the “Federal Rules”), to the extent not inconsistent with this Agreement, govern the conduct of the arbitration. To the extent that the Federal Arbitration Act and Federal Rules do not provide an applicable procedure, Colorado law shall govern the procedures for arbitration and enforcement of an award, and then only to the extent not inconsistent with the terms of this Section. Disputes between the parties shall be subject to arbitration notwithstanding that a party to this Agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions and there is a possibility of conflicting rulings on a common issue of law or fact.

(f) Unless otherwise mutually agreed to by the parties, each party shall allow and participate in discovery as follows:

(i) Non-Expert Discovery. Each party may (1) conduct three (3) non-expert depositions of no more than five (5) hours of testimony each, with any deponents employed by

any party to appear for deposition in Denver, Colorado; (2) propound a single set of requests for production of documents containing no more than twenty (20) individual requests; (3) propound up to twenty written interrogatories; and (4) propound up to ten (10) requests for admission.

(ii) Expert Discovery. Each party may select a witness who is retained or specially employed to provide expert testimony and an additional expert witness to testify with respect to damages issues, if any. The parties shall exchange expert reports and documents under the same requirements as Federal Rules of Civil Procedure 26(a)(2) &(4).

(iii) Additional Discovery. The Arbitrator may, on application by either party, authorize additional discovery only if deemed essential to avoid injustice. In the event that remote witnesses might otherwise be unable to attend the arbitration, arrangements shall be made to allow their live testimony by video conference during the arbitration hearing.

(g) The Arbitrator shall render an award within six (6) months after the date of appointment, unless the parties agree to extend such time. The award shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law. The Arbitrator shall have authority to award compensatory damages only, and shall not award any punitive, exemplary, or multiple damages. The award (subject to clarification or correction by the arbitrator as allowed by statute and/or the Federal Rules) shall be final and binding upon the parties, subject solely to the review procedures provided in this Section.

(h) Either party may seek arbitral review of the award. Arbitral review may be had as to any element of the award.

(i) This Agreement’s arbitration provisions are to be performed in Denver, Colorado. Any judicial proceeding arising out of or relating to this Agreement or the relationship of the parties, including without limitation any proceeding to enforce this Section, to review or confirm the award in arbitration, or for preliminary injunctive relief, shall be brought exclusively in a court of competent jurisdiction in the county of Denver, Colorado (the “Enforcing Court”). By execution and delivery of this Agreement, each party accepts the jurisdiction of the Enforcing Court.

(j) Each party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section, including attorneys’ fees.

(k) Notwithstanding anything contained in this Section to the contrary, in the event of any Dispute, prior to referring such Dispute to arbitration pursuant to Subsection (b) of this Section, Customer and Flextronics shall attempt in good faith to resolve any and all controversies or claims relating to such Disputes promptly by negotiation commencing within ten (10) calendar days of the written notice of such Disputes by either party, including referring such matter to Customer’s then-current President and Flextronics’s then current executive in charge of manufacturing operations in the region in which the primary activities of this Agreement are performed by Flextronics. The representatives of the parties shall meet at a mutually acceptable time and place and thereafter as often as they reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute for a period of four (4) weeks. In the event that the parties are unable to resolve such Dispute pursuant to this Subsection (k), the provisions of

Subsections (a) through (j) of this Section, inclusive, as well as Subsections (l), (m) and (n) of this Section shall apply.

(l) The parties agree that the existence, conduct and content of any arbitration pursuant to this Section shall be kept confidential and no party shall disclose to any person any information about such arbitration, except as may be required by law or by any governmental authority or for financial reporting purposes in each party’s financial statements.

(m) IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

(n) In the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.

10.12. Even-Handed Construction. The terms and conditions as set forth in this Agreement have been arrived at after mutual negotiation, and it is the intention of the parties that its terms and conditions not be construed against any party merely because it was prepared by one of the parties.

10.13. Controlling Language. This Agreement is in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English.

10.14. Controlling Law. This Agreement shall be governed and construed in all respects in accordance with the domestic laws and regulations of the State of Colorado, without regard to its conflicts of laws provisions; except to the extent there may he any conflict between the law of the State of Colorado and the Incoterms of the International Chamber of Commerce, 2000 edition, in which case the Incoterms shall be controlling. The parties specifically agree that the 1980 United Nations Convention on Contracts for the international Sale of Goods, as may be amended from time to time, shall not apply to this Agreement. The parties acknowledge and confirm that they have selected the laws of the State of Colorado as the governing law for this Agreement in part because Jug trial waivers are enforceable under Colorado law. The parties further acknowledge and confirm that the selection of the governing law is a material tern: of this Agreement.

10.15. Counterparts. This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives as of the Effective Date.

INFOBLOX INC.:		FLEXTRONICS TELECOM SYSTEMS, LTD.:
Signed:	/s/ Remo Canessa	Signed:	/s/ illegible
Print Name:	Remo Canessa	Print Name:
Title:	CFO	Title:	Director

                     2/9/11

* Confidential Treatment Request

EXHIBIT 1

Definitions

“Aged Inventory”	shall mean any Inventory and Special Inventory for which there has been zero or insignificant consumption for such Inventory over the past [*] months, which includes any particular item that Flextronics has had on hand for more than [*] months.
“Approved Vendor List” or “AVL”	shall mean the list of suppliers currently approved to provide the Materials specified in the bill of materials for a Product.
“Confidential Information”	shall mean (a) the existence and terms of this Agreement and all information concerning the unit number and fees for Products and Inventory/Special Inventory and (b) any other information that is marked “Confidential” or the like or, if delivered verbally, confirmed in writing to be “Confidential” within 30 days of the initial disclosure. Confidential Information does not include information that (i) the receiving party can prove it already knew at the time of receipt from the disclosing party; or (ii) has come into the public domain without breach of confidence by the receiving party; (iii) was received from a third party without restrictions on its use; (iv) the receiving party can prove it independently developed without use of or reference to the disclosing party’s data or information; or (v) the disclosing party agrees in writing is free of such restrictions.
“Cost”	shall mean, as applicable, the cost of Materials represented on the bill of materials or value of any manufacturing services performed on work-in-progress supporting the fees for Products at the time of the forecast or purchase order that supported the acquisition of such Materials.
“Customer Controlled Materials”	shall mean those Materials provided by Customer or by suppliers with whom Customer has a commercial contractual or non- contractual relationship.
“Customer Controlled Materials Terms”	shall mean the terms and conditions that Customer has negotiated with its suppliers for the purchase of Customer Controlled Materials.
“Customer Indemnitees”	shall have the meaning set forth in Section 9.1.
“Damages”	shall have the meaning set forth in Section 9.1.
“Disputes”	shall have the meaning set forth in Section 10.11(a)

* Confidential Treatment Request

“Economic Order Inventory”	shall mean Materials purchased in quantities, above the required amount for purchase orders, in order to achieve price targets for such Materials.
“Environmental Regulations”	shall mean EU Directive 2002/95/EC about the Restriction of Use of Hazardous Substances (RoHS).
“Excess Inventory”	shall mean all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [*] days of demand for Products under the then-current purchase order(s) and forecast.
“Fee List”	shall have the meaning set forth in Section 3.4.
“Flexibility Table”	shall have the meaning set forth in Section 5.2.
“Flextronics Indemnitee”	shall have the meaning set forth in Section 9.2.
“Force Majeure”	shall have the meaning set forth in Section 10.8.
“Inventory”	shall mean any Materials that are used to manufacture Products that are ordered pursuant to a purchase order or forecast from Customer.
“Lead Time(s)”	shall mean the Materials Procurement Lead Time plus the manufacturing cycle time required from the delivery of the Materials at Flextronics’s facility to the completion of the manufacture, assembly and test processes.
“Material Overhead Costs” or “MOH”	shall mean the reasonable costs to Flextronics of acquiring, managing and storing Materials, which shall be [*].
“Materials”	shall mean components, parts and subassemblies that comprise the Product and that appear on the bill of materials for the Product.
“Materials Procurement Lead Time”	shall mean with respect to any particular item of Materials, the longer of (a) lead time to obtain such Materials as recorded on Flextronics’s MRP system or (b) the actual lead time, if a supplier has increased the lead time but Flextronics has not yet updated its MRP system.
“Minimum Order Inventory”	shall mean Materials purchased in excess of requirements for purchase orders and forecast because of minimum lot sizes available from the supplier.

* Confidential Treatment Request

“Monthly Charges”	shall mean a finance carrying charge of [*] percent ([*]%) and a storage and handling charge of [*] percent ([*]%), in each case of the Cost of the Inventory and/or Special Inventory and/or of the fees for the Product affected by the reschedule or cancellation (as applicable) per month until such Inventory and/or Special Inventory and/or Product is returned to the vendor, used to manufacture Product or is otherwise purchased by Customer.
“Obsolete Inventory”	Shall mean Inventory or Special Inventory that is any of the following: (a) removed from the bill of materials for a Product by an engineering change; (b) no longer on an active bill of material for any of Customer’s Products; or (c) on-hand Inventory and Special Inventory that are not required for consumption to satisfy the next [*] days of demand for Products under the then-current purchase order(s) and forecast.
“Product”	shall have the meaning set forth in Section 2.1.
“Production Materials”	shall mean Materials that are consumed in the production processes to manufacture Products including without limitation, solder, epoxy, cleaner solvent, labels, flux, and glue. Production Materials do not include any such production materials that have been specified by the Customer or any Customer Controlled Materials.
“Special Inventory”	shall mean, individually and collectively, Minimum Order Inventory and Economic Order Inventory, safety stock and other mutually agreed Inventory to support flexibility or demand requirements.
“Specifications”	shall have the meaning set forth in Section 2.1.
“Work”	shall have the meaning set forth in Section 2.1.

* Confidential Treatment Request

EX-10.08

Exhibit 10.08

INFOBLOX INC.

1313 GENEVA DRIVE

SUNNYVALE, CA 94087

August 3, 2004

Mr. Robert Thomas

[OMITTED]

[OMITTED]

Dear Robert:

Infoblox Inc. (the “Company”) is pleased to offer you employment on the following terms:

1. Position. Your title will be President and Chief Executive Officer, and you will initially report to the Company’s Board of Directors (the “Board”). This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting, or other business activity that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. You will also serve as a member of the Company’s Board while you are serving as Chief Executive Officer.

2. Cash Compensation. The Company will pay you a starting salary at the rate of $225,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on criteria established in advance by the Board. Your target bonus will be equal to $100,000. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. The bonus for a fiscal year will be paid after the Company’s books for that year have been closed and will be paid only if you are employed by the Company at the end of the fiscal year. The determinations of the Board with respect to your bonus will be final and binding. Should the Company hire a vice president as head of sales for the Company within the six months following your commencement of employment and should that individual’s combined “on target” annual compensation be higher than the salary and bonus set forth above, then the Company will adjust your salary or

Mr. Robert Thomas

August 3, 2004

Page 2

bonus (as determined in the sole discretion of the Board) to be at least 10% higher than the salary and bonus established for the vice president of sales.

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

4. Stock Options. Subject to the approval of the Board, you will be granted an option to purchase 4,655,000 shares of the Company’s Common Stock. This number represents 7% of Fully Diluted as of the date of your commencement of employment. For this purpose, Fully Diluted means the sum of (a) outstanding capital stock of the Company and the Company’s outstanding options and warrants and other convertible securities and instruments (assuming the conversion or exercise of any convertible or exercisable options, warrants, securities or other instruments then outstanding, whether or not currently convertible or exercisable, and including this option) and (b) the number of shares reserved under any compensatory stock plan adopted by the Company and not yet issued or subject to an outstanding option. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2003 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

If, within six months of the commencement of your employment, the Board determines that, based on the monthly expense rate in the Company’s current operating plan, it is necessary to raise an additional round of equity financing and such financing is consummated within eight months of the commencement of your employment, then you will receive a second stock option grant so that when combined with the option grant discussed in the preceding paragraph your equity holdings in the Company shall equal 7% of the Fully Diluted immediately post such financing; provided, however, that you shall not be entitled to receive a second stock option grant if the Company raises additional equity financing during the applicable period as a result of the Board determining that such additional financing is appropriate to allow the Company to increase its monthly expense rate. The exercise price per share will be equal to the fair market value per share on the date the option is granted. The option will be subject to the terms and conditions applicable to options granted under the Plan, as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the

Mr. Robert Thomas

August 3, 2004

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exercise price in the event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service from your commencement of employment, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

If, within 30 days of the date hereof, the Board determines that the pool of shares available for grant under the Plan is insufficient to cover option grants that will be required to be made by the Company during the next 12 months pursuant to the Company’s current hiring plan by 10% of such available share number, then the Board will increase the number of shares reserved under the Plan and you will receive an additional stock option grant so that when combined with the option grants discussed in the preceding paragraphs your equity holding in the Company shall equal 7% of the Fully Diluted calculated as of the date of your commencement of employment, but using the number of shares reserved under the Plan and not yet issued or subject to an outstanding option as subsequently adjusted. The exercise price per share will be equal to the fair market value per share on the date the option is granted. The option will be subject to the terms and conditions applicable to the options granted under the Plan as described

If the Company is subject to a Change in Control (as defined in the Plan) before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then you will be vested in the shares purchasable under options described in this Section 4 (to the extent granted as of the date of the Change in Control) as if you had completed an additional 24 months of employment.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility; (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 35 miles.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) Gross misconduct or (f) a combined failure to perform assigned duties after receiving written notification of such failure from the Board.

5. Severance Pay. If the Company terminates your employment for any reason other than Cause or Permanent Disability, then the Company will continue to pay your

Mr. Robert Thomas

August 3, 2004

Page 4

base salary for a period of 12 months following the termination of your employment and will vest you in your option shares as if you had continued in employment for 12 additional months. Your base salary will be paid at the rate in effect at the time of termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the twelve-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.

However, this Paragraph 5 will not apply unless you (a) resign as a member of the boards of directors of the Company and all of its subsidiaries to the extent applicable, (b) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (c) have returned all Company property. Moreover, the amount of the salary continuation payments under this Paragraph 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act).

“Permanent Disability” means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at anytime and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

Mr. Robert Thomas

August 3, 2004

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8. Amendment of Voting Agreement. The Company agrees that it will use its best efforts to amend Section 5 (the Bring Along Right) of that certain Second Amended and Restated Voting Agreement dated March 25, 2004 to either terminate such provision in its entirety or eliminate the obligation thereunder on the current members of the Company’s management.

9. Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

10. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

* * * * * *

Mr. Robert Thomas

August 3, 2004

Page 6

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on August 4, 2004. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work with the Company on or before September 7, 2004.

Very truly yours,

Infoblox Inc.

By:

Title:

I have read and accept this employment offer:

/s/ Robert Thomas
Signature of Robert Thomas
Dated:	8-3-04

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

December 5, 2008

Robert Thomas

Dear Robert:

You and Infoblox, Inc. (the “Company”) signed an offer letter dated August 3, 2004 (the “Offer Letter”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Offer Letter is hereby amended by inserting the following new provisions at the end of Section 5 of the Offer Letter:

Separation from Service. Wherever this letter agreement refers to a termination of employment or similar event, including (without limitation) a termination without Cause, the reference will be construed as a Separation. For all purposes under tins letter agreement, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. This paragraph supersedes any contrary provision of this letter agreement.

Commencement of Severance Payments. Payment of the periodic salary continuation severance pay provided for under Section 5 will begin on the first regularly scheduled payroll date that occurs after your Separation, but payments will cease if you have not complied with the release and other preconditions set forth in the second paragraph of Section 5 within the time period set forth in the release. For purposes of Section 409A of the Code, each salary continuation payment under Section 5 is hereby designated as a separate payment.

Release. The Company will deliver the release referred to in Section 5 to you within 30 days after your Separation. You must execute and return the release within the period of time set forth in the form of release.

Mandatory Deferral of Payments. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code at the time of your Separation, then the severance pay under Section 5, to the extent subject to Section 409A of the Code, will be paid in a lump sum on the first payroll period in the seventh month after your Separation. If applicable, this paragraph supersedes any contrary provision of this letter agreement.

Except as expressly set forth above, the Offer Letter will remain in effect without change.

You may indicate your agreement with this amendment of the Offer Letter by signing and dating the enclosed duplicate original of this amendment and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Very truly yours,
Infoblox Inc.
By:	/s/ Jane Funk
Title:	Sr. Director HR
	12/11/08

I have read and accept this employment offer:

/s/ Robert Thomas
Robert Thomas
Dated:	12-6-08

EX-10.09

Exhibit 10.09

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is dated and effective as of April 14, 2000 (this “Agreement”), between INFOBLOX Inc., an Illinois corporation (with its successors and assigns, referred to as the “Company”), and Stuart Bailey (referred to as “Executive”).

Preliminary Statement

The Company desires to employ Executive, and Executive wishes to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement, all of which are related to Executive’s employment with the Company. Executive and the Company therefore agree as follows:

Agreement

1. Employment for Term. The Company hereby employs Executive, and Executive hereby accepts employment with the Company, beginning on the date of this Agreement and continuing until terminated pursuant to Section 6 below (the “Term”).

2. Position and Duties. During the Term, Executive shall serve as the Executive Vice President of the Company and shall report to the President of the Company. During the Term, Executive shall also hold such additional positions and titles as the Board of Directors of the Company (the “Board”) may reasonably determine from time to time. During the Term, Executive shall devote substantially all of his business time and best efforts to his duties as an employee and officer of the Company.

3. Compensation.

(a) Base Salary. The Company shall pay Executive a base salary, beginning on the first day of the Term and ending on the last day of the Term, of not less than $85,000 per annum, payable on the Company’s regular pay cycle for professional employees.

(b) Bonus Payments. Executive may be eligible for bonuses for services to be performed as an officer and employee of the Company in calendar year 2000 and subsequent years as determined by the Board in its sole discretion.

(c) Stock Options. Subject to the provisions of the Company’s 2000 Stock Option Plan (“Plan”), and as determined by the Board in its sole discretion, Executive shall be eligible for such stock option grants as the Board deems appropriate.

4. Executive Benefits. During the Term, Executive shall be entitled to the employee benefits (including perquisites) made available by the Company generally to other officers of the Company, and shall be entitled to three (3) weeks of vacation per year, subject to adjustment based on subsequent changes in the Company’s vacation policy from time to time applicable to the Company’s officers generally.

5. Expenses. The Company shall reimburse Executive for actual out-of-pocket expenses reasonably incurred by Executive in the performance of his services as an officer and employee of the Company in accordance with the Company’s policy for such reimbursements applicable to employees generally, and upon receipt by the Company of appropriate documentation and receipts for such expenses.

6. Termination.

(a) General. The Term shall end (i) immediately upon Executive’s death, or (ii) upon Executive becoming disabled (within the meaning of the Americans With Disabilities Act of 1991, as amended) and unable to perform essential functions of his job, with or without reasonable accommodations, for a period of 150 calendar days. Either Executive or the Company may end the Term at any time for any reason or no reason, with or without Cause, in the absolute discretion of Executive or the Board (but subject to each party’s obligations under this Agreement), provided that Executive will provide the Company with at least thirty (30) days’ prior written notice of Executive’s resignation from Executive’s positions as an officer and employee with the Company, including a statement of whether the termination was for a “Good Reason” (as defined in Section 7(b) below). Upon receipt of such written notice, the Company, in its sole discretion, may accelerate the effective date of the resignation to such date as the Company deems appropriate, provided that Executive shall receive the compensation required under Section 3 of this Agreement for a full thirty (30) day period.

(b) Notice of Termination. If the Company ends the Term, it shall give Executive at least thirty (30) days prior written notice of the termination, including a statement of whether the termination was for “Cause” (as defined in Section 7(a) below). Upon delivery of such written notice, the Company, in its sole discretion, may accelerate the effective date of such termination to such date as the Company deems appropriate, provided that Executive shall receive the compensation required under Section 3 of this Agreement for a full thirty (30) day period.

7. Severance Benefits.

(a) “Cause” Defined. “Cause” means (i) willful and gross malfeasance or willful and gross misconduct by Executive in connection with Executive’s employment; (ii) Executive’s gross negligence in performing any of Executive’s duties under this Agreement; (iii) Executive’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, any felony involving Executive’s dishonesty; (iv) Executive’s material breach of any written policy applicable to all employees adopted by the Company concerning conflicts of interest, political contributions, standards of business conduct or fair employment practices, procedures with respect to compliance with securities laws or any similar matters, or adopted pursuant to the requirements of any government contract or regulation, which breach has had or is reasonably expected to have a material adverse effect on the Company; or (v) material breach by Executive of any of the material terms or conditions of this Agreement, which breach has had or is reasonably expected to have a material adverse effect on the Company. Notwithstanding the foregoing, “Cause” shall exist only if (i) Executive has received written notice specifying in detail the event or events which the Company asserts constitutes “Cause”; (ii) Executive is provided a reasonable opportunity (which shall not be less than twenty-one (21) days) after receipt of the notice to Executive described in (i) to correct any action, inaction or breach which the Company asserts constitutes “Cause” and the Executive fails to make such correction; and

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(iii) there is delivered to Executive, a written copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company at a meeting of the Board called and held for that purpose (after reasonable notice to Executive has been given and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, that Executive action, inaction or breach (specifying in detail such action, inaction or breach) constitutes “Cause” within the meaning set forth in the preceding sentence and Executive has failed to correct the action, inaction or breach in accordance with (ii) after receipt of the notice described in (i).

(b) “Good Reason” Defined. “Good Reason” means (i) the occurrence of a breach by the Company of any representation, warranty, agreement or covenant contained in this Agreement, which breach has had or is reasonably expected to have a material adverse effect on Executive or his rights under this Agreement; (ii) lowering of Executive’s salary; (iii) material’¹ diminishment of Executive’s rights, powers or duties as an employee or change in his title; or (iv) material movement of the Company’s principal place of business more than 50 miles from Executive’s address listed above.

(c) Termination without Cause. If the Company ends the Term other than for Cause, or if the Executive ends the Term due to a Good Reason, subject to Executive’s compliance with his obligations under this Agreement, (i) the Company shall pay Executive an amount equal in annual amount to Executive’s highest base salary during the Term (the “Severance Period”) of twenty-six (26) full weeks after the effective date of termination, payable in proportionate amounts on the Company’s regular pay cycle for professional employees and (if the last day of the Severance Period is not the last day of a pay period) on the last day of the Severance Period. In addition, during the Severance Period, the Company shall continue Executive’s benefits as in effect at the time of termination.

(d) Termination for Any Other Reason. If the Company ends the Term for Cause, or if Executive resigns as an employee or officer of the Company without Good Reason, or upon Executive’s death or disability, then the Company shall have no obligation to pay Executive any amount, whether for salary, benefits, bonuses, or other compensation or expense reimbursements of any kind, accruing after the end of the Term, and such rights shall, except as otherwise required by law, be forfeited immediately upon the end of the Term. Notwithstanding the preceding sentence, Executive shall be entitled to all benefits which relate to or derive from his service during the Term.

8. Additional Covenants.

(a) Confidentiality. In the course and scope of his employment with the Company, Executive will be exposed to and will work with certain customer lists, sensitive financial data, supply sources, product specifications, trade secrets and other Confidential Information concerning the business which the Company desires to protect. The term “Confidential Information,” as such term is used in this Agreement, shall include, among other things, any knowledge or information which is not generally known or available to the public relating to the existing or contemplated products, equipment, operating methods, technology, research,

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engineering or developmental work, processes, formulae, inventions, marketing and strategic plans, business procedures, sales methods, customer lists, customer usages and requirements, raw materials and suppliers and costs thereof, and other confidential business information and data relating to the business, operations, and financial affairs of the Company. Confidential Information shall not however, include any information which: (i) has become known in the Company’s industry through no wrongful disclosure or act of Executive, (ii) has been rightfully received from a third party who obtained such Confidential Information without restriction and disclosed such Confidential Information without breach of any agreement, or (iii) is in the public domain. Executive agrees that he will not divulge, use for any reason, or otherwise commercialize any Confidential Information, outside of the Company’s employ, except pursuant to requirements of applicable law or valid legal process. On the termination of his employment, Executive shall not take from the premises of the Company or otherwise retain, and shall surrender to the Company as appropriate, any and all Confidential Information or materials containing any Confidential Information in his possession.

(b) Inventions. Executive agrees that all inventions conceived or developed by him, solely or jointly with others, during the term of his employment with the Company which are useful to the business or operation of the company shall be the property of, and shall be promptly communicated to, the Company. At the sole expense of the Company, without further remuneration or compensation, Executive hereby agrees to and hereby does (where applicable) (i) make application for United States Letters Patent and Foreign Letters Patent covering such inventions; (ii) assign. to the Company all rights, titles and interests in and to such inventions and any Letters Patent which may issue thereon; (iii) assist in the conduct of any legal proceedings or controversies with regard to such inventions and applications for Letters Patent; (iv) execute any instruments which are required in connection with any of the foregoing and any continuations, renewals, or reissues of the Letters Patent; and (v) surrender to the Company all notes, data, drawings and records relating to such inventions. The term “inventions” shall include discoveries, improvements, devices, designs, formulae, apparatus, practices, processes, methods or products, confidential research and engineering or development work, in each case whether or not patentable, and trade secrets. The foregoing provisions of this paragraph, however, shall not apply to any invention for which no equipment, supplies, facilities, trade secrets or other confidential information of the Company was used and which was developed entirely on Executive’s own time and does not relate to the business of the Company, its actual or anticipated research, and does not result from any work by him for the Company.

(c) “Non-Competition Period” Defined. “Non-Competition Period” means the period beginning at the end of the Term and ending one year thereafter.

(d) Covenants of Non-Competition and Non-Solicitation. Executive acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company relies upon Executive for the development and growth of its business and related functions, and that he will develop personal relationships with significant customers and suppliers of the Company and have control of confidential information concerning, and lists of customers of, the Company. Executive further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area. For the foregoing reasons, and in consideration of the benefits available to Executive under Sections 3, 6(a) and 7(c) of this Agreement, Executive covenants and agrees that during both the Term of this Agreement and the subsequent Non-Competition Period, Executive shall not, in any manner, directly or indirectly,

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engage in, be financially interested in, represent, render any advice or services to, or be employed by, or otherwise affiliated with, any other business (conducted for profit or not for profit) which is principally or materially engaged in or is competitive with the Company’s business of developing, producing, and marketing specialty information devices for use with computer networks. For the reasons acknowledged by Executive at the beginning of this Section 8(c), Executive additionally covenants and agrees that during the Non-Competition Period, Executive shall not, directly or indirectly, ,whether on his own behalf or on behalf of any other person or entity, in any manner (A) contact, accept or solicit the business of any person or entity that was a customer, supplier or contractor of or to the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of his employment or at any time during a 180 day period preceding the date of termination, or aid any person or entity in any attempt to hire or engage any such officers or employees of the Company. The foregoing restrictions shall not preclude Executive from the ownership of not more than three percent (3%) of the voting securities of any corporation whose voting securities are registered under Section 12(g) of the Securities Exchange Act of 1934, even if its business competes with that of the Company.

(e) Remedies.

(i) Injunction. In view of Executive’s access to the Company’s confidential information, and in consideration of the value of such property to the Company, Executive acknowledges that the covenants contained in this Section 8 are necessary to protect the Company’s interests in its proprietary information and trade secrets and to protect and maintain customer and supplier relationships, both actual and potential, which Executive would not have had access to or involvement in but for his employment with the Company. Executive confirms that enforcement of the covenants in Section 8 will not prevent him from earning a livelihood. Executive further agrees that in the event of his actual or threatened breach of any covenant in this Section 8, the Company would be irreparably harmed and the full extent of resulting injury would be impossible to calculate, and the Company therefore will not have an adequate remedy at law. Accordingly, Executive agrees that temporary and permanent injunctive relief are appropriate remedies for any such breach, without bond or security; provided that nothing herein shall be construed as limiting any other legal or equitable remedies available to the Company

(ii) Enforcement. Executive shall pay all costs and expenses (including, without limitation, court costs, investigation costs, expert witness and attorneys’ fees) incurred by the Company in connection with the Company’s successfully enforcing its rights under this Agreement. The Company shall pay all costs and expenses (including, without limitation, court costs, investigation costs, expert witness and attorneys’ fees) incurred by the Executive in connection with the Executive’s successfully enforcing its rights under this Agreement. The Company shall be entitled to disclose the contents of this Agreement or to deliver a copy of it to any person or entity whom the Company believes Executive has solicited in violation of this Agreement.

9. Company Right to Repurchase Common Stock. In the event Executive’s employment with the Company is terminated prior to April 14, 2004 and prior to a Change in Control or Public Offering either by the Company with Cause or by Executive without Good Reason, then the Company shall have the right (but not the obligation) to purchase any or all of

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Executive’s Unvested Shares (as defined below) for a purchase price equal to Fair Market Value (as defined below). Such election shall be made by the Company by written notice to Executive delivered within 30 days after such termination.

“Fair Market Value” shall mean the fair market value of all such Unvested Shares as determined by an independent third party that is regularly engaged in the business of valuation of comparable businesses and their securities and selected in good faith by the Company’s Board of Directors (the “First Appraiser”) a copy of which determination shall be delivered by the First Appraiser directly to Executive at the same time as delivered to the Company; provided, however, that by written notice delivered to the Company within 10 days of Executive’s receipt of such copy, Executive may, at his own expense, select, in good faith, another independent third party that is regularly engaged in the business of valuation of comparable businesses and their securities (the “Second Appraiser”) and the Fair Market Value of all such Unvested Shares for purposes of this Section 9 shall be determined as follows:

(a) After receipt of the appraisal of the Second Appraiser, the Executive and the Board of Directors of the Company shall attempt, in good faith, to agree on the fair market value of such Unvested Shares;

(b) If the Executive and the Board of Directors of the Company cannot agree on the fair market value of such Unvested Shares within 30 days after receipt of the appraisal of the Second Appraiser then:

(i) if the appraisal of the Second Appraiser is less than 108% of the appraisal of the First Appraiser, the Fair Market Value shall be equal to the appraisal of the First Appraiser; and

(ii) if the appraisal of the Second Appraiser is 108% or more of the appraisal of the First Appraiser, the Company’s Board of Directors and Executive shall jointly select an independent appraiser (the “Third Appraiser”) to provide its opinion as to the fair market value of such Unvested Stock and the Fair Market Value of such Unvested Shares shall be the median of the appraisals of the First, Second and Third Appraisers; and

(iii) if the Company’s Board of Directors of the Company and Executive cannot agree on the selection of the Third Appraiser within 30 days after receipt of the appraisal of the Second Appraiser, the First and Second Appraisers shall select the Third Appraiser.

The expense of the Third Appraiser shall be borne equally by the Company and Executive.

“Unvested Shares” shall mean the Founder’s Shares, as defined pursuant to the Shareholders Agreement entered into by and among the Company and the shareholders named therein and dated as of the date hereof (the “Shareholder’s Agreement”), that are attributable to the initial 750,000 shares of Common Stock of the Company, no par value per share, owned by Executive (or any of his Permitted Transferees (or their respective Permitted Transferees) as defined pursuant to the Shareholders Agreement), less the number of Vested Shares (as defined

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below). Notwithstanding the preceding sentence, there shall be no Unvested Shares on the earliest of (i) April 14, 2004, (ii) a Change in Control or (iii) a Public Offering.

“Vested Shares” shall mean (i) 180,000 of the shares of Common Stock owned by Executive as of the date hereof plus (ii) an additional 23,750 (post-split) shares of such Common Stock for each complete two-month period beginning on the date hereof and ending on the earlier of April 14, 2004, or the date of termination of Executive’s employment with the Company. Vested Shares shall include any capital stock or other equity securities attributable to the Common Stock referred to in the preceding sentence or issued or issuable directly or indirectly with respect to the Common Stock referred to in the preceding sentence by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

10. Successors and Assigns.

(a) Executive. This Agreement is a personal contract, and the rights and interests that this Agreement accords to Executive may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by Executive. Except to the extent contemplated in Sections 7(c) and 7(d) above, Executive shall not have any power of anticipation, alienation or assignment of the payments contemplated by this Agreement, all rights and benefits of Executive shall be for the sole personal benefit of Executive, and no other person shall acquire any right, title or interest under this Agreement by reason of any sale, assignment, transfer, claim or judgement or bankruptcy proceedings against Executive. Except as so provided, this Agreement shall inure to the benefit of and be binding upon Executive and Executive’s personal representatives, distributees and legatees.

(b) The Company. This Agreement shall be binding upon the Company and inure to the benefit of the Company and its successors and assigns, including but not limited to any person or entity that may acquire all or substantially all of the Company’s assets or business or with which the Company may be consolidated or merged. This Agreement shall continue in full force and effect in the event the Company sells all or substantially all of its assets, merges or consolidates, otherwise combines or affiliates with another business, dissolves and liquidates, or otherwise sells or disposes of substantially all of its assets. The Company’s obligations under this Agreement shall cease, however, if the successor to the Company, the purchaser or acquiror either of the Company or of all or substantially all of its assets, or the entity with which the Company has affiliated, shall assume in writing with the Executive’s consent the Company’s obligations under this Agreement (and deliver an executed copy of such assumption to Executive), in which case such successor or purchaser, but not the Company, shall thereafter be the only party obligated to perform the obligations that remain to be performed on the part of the Company under this Agreement

11. Entire Agreement. This Agreement and the other agreements referenced herein represent the entire agreement between the parties concerning Executive’s employment with the Company and supersedes all prior negotiations, discussions, understandings and agreements, whether written or oral, between Executive and the Company relating to the subject matter of this Agreement. The parties specifically agree that upon the Company’s execution of this Agreement, the Company shall have no further obligations of any kind to Executive under any prior employment agreement between the parties.

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12. Amendment or Modification, Waiver. No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed by Executive and by a duly authorized officer of the Company other than Executive. No waiver by any party to this Agreement of any breach by another party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.

13. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by reputable overnight courier service (charges prepaid), or by facsimile to the recipient at the address below indicated:

To the Company:	InfoBlox Inc. 184 Cedar Avenue Highland Park, IL 60035 Attn: President Facsimile: 847-432-3595
To Executive:	Stuart Bailey [OMITTED] [OMITTED]

or such other address or facsimile number, or to the attention of such other person as the recipient shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so personally delivered, or one day after deposit, if sent by courier, when confirmed received if sent by facsimile, or if mailed, five days after deposit in the U.S. first-class mail, postage prepaid.

14. Severability. If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable to any extent, the remainder of this shall not be affected, but shall remain in full force and effect. If any provision of this Agreement containing restrictions is held to cover an area or to be for a length of time that is unreasonable or in any other way is construed to be too broad or to any extent invalid, such provision shall not be determined to be entirely of no effect; instead, it is the intention of both the Company and Executive that any court of competent jurisdiction shall interpret or reform this Agreement to provide for a restriction having the maximum enforceable area, time period and such other constraints or conditions as shall be enforceable under the applicable law.

15. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

16. Headings. All descriptive headings of sections and paragraphs in this Agreement are intended solely for convenience of reference, and no provision of this Agreement is to be construed by reference to the heading of any section or paragraph.

17. Withholding Taxes. All salary, benefits, reimbursements and any other payments to Executive under this Agreement shall be subject to all applicable payroll and withholding taxes

8

and deductions required by any law, rule or regulation of any federal, state or local authority.

18. Applicable Law: Jurisdiction. The laws of the State of Illinois shall govern the interpretation of the terms of this Agreement, without reference to rules relating to conflicts of law.

LIMITATION ON CLAIMS. EXECUTIVE AGREES THAT HE WILL NOT COMMENCE ANY ACTION, CLAIM OR SUIT RELATING TO MATTERS ARISING FROM HIS EMPLOYMENT WITH THE COMPANY (IRRESPECTIVE OF WHETHER SUCH ACTION, CLAIM OR SUIT ARISES FROM THE TERMS OF THIS AGREEMENT) LATER THAN SIX MONTHS AFTER THE LATER OF (a) THE LATER OF THE PURCHASE OF UNVESTED SHARES PURSUANT TO SECTION 9 OR APRIL 14, 2004 OR (b) THE DATE OF TERMINATION OF EMPLOYMENT FOR ANY REASON WHATSOEVER. EXECUTIVE EXPRESSLY WAIVES ANY APPLICABLE STATUTE OF LIMITATION TO THE CONTRARY.

9

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

INFOBLOX INC.
By:	/s/ Robert Moss
Its:	President
/s/ Stuart Bailey
STUART BAILEY

10

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (“First Amendment”) dated as of April 4, 2003 by and between INFOBLOX, INC. (the “Company”) and STUART BAILEY (“Bailey”).

RECITALS

WHEREAS, the Company and Bailey entered into that certain Employment Agreement dated April 14, 2000 (“Employment Agreement”).

WHEREAS, the Company anticipates issuing approximately 3,574,096,867 shares of Series C Preferred Stock (“Series C Preferred Stock”) which are convertible into common shares of the Company.

WHEREAS, the Company and Bailey desire to amend the Employment Agreement as herein provided.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. This First Amendment shall become effective upon the issuance of the Series C Preferred Stock.

2. All capitalized terms not herein defined shall have the meaning set forth in the Employment Agreement.

3. A new Section 3(c) of the Employment Agreement is hereby added in its entirety as follows:

“(b) Bailey shall be entitled to participate in the Company’s 2003 Stock Option Plan (“Plan”) as amended or supplemented from time to time. Bailey shall receive a non-statutory option to acquire up to 495,637,470 shares (“Option Shares”) of the Company’s common stock at an exercise price of $0.002269804 per share, one-half of this option shall vest immediately and one-half of this option shall vest in four equal annual installments, provided that all Option Shares shall immediately vest in full: (i) in the event of a Change in Control of the Company, (ii) if Bailey’s employment is terminated without Cause; or (iii) if Bailey terminates this Agreement with Good Reason. The number of Option Shares and exercise price are subject to adjustment in the event of any stock split, stock issuance, stock combination or similar event.”

4. Section 7(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:

“(c) Termination without Cause. If the Company ends the Term other than for Cause, or if the Executive ends the Term due to a Good Reason, subject to Executive’s compliance with his obligations under this Agreement, (i) the Company shall pay Executive an amount equal in annual amount to Executive’s highest base salary during the Term for fifty-two (52) consecutive weeks (“Severance Period”) after the effective date of termination, payable in proportionate amounts on the Company’s regular pay cycle for professional employees and (if the last day of the Severance Period is not the last day of a pay period) on the last day of the Severance Period. In addition, during the Severance Period, the Company shall continue Executive’s benefits as in effect at the time of termination.

5. Bailey understands that the Company intends to relocate to California and agrees that this shall not constitute “Good Reason”, and agrees that he will also relocate to California as requested by the Company.

6. Except as specifically provided herein, the Employment Agreement shall remain in full force and effect.

* * *

12

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first above written.

INFOBLOX, INC.

/s/ Stuart Bailey

STUART BAILEY

By:	/s/ John Peter Foley
Name:	John Peter Foley
Title:	CEO

13

December 8, 2008

Stuart Bailey

Dear Stuart:

You and Infoblox, Inc. (the “Company”) entered into an Employment Agreement dated April 14, 2000 (the “Employment Agreement”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Employment Agreement is hereby amended by inserting the following new provisions at the end of Section 7 of the Employment Agreement:

(e) Separation from Service. Wherever this Agreement refers to a termination of employment or similar event, including (without limitation) a termination without Cause or termination due to a Good Reason, the reference will be construed as a Separation, as defined below. For all purposes under this Agreement, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. This paragraph supersedes any contrary provision of this Agreement.

Payment of the periodic salary continuation severance pay provided for under Section 7(c) will begin on the first regularly scheduled payroll date that occurs on or after Executive’s Separation. For purposes of Section 409A of the Code, each salary continuation payment under Section 7 is hereby designated as a separate payment.

If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code at the time of Executive’s Separation, then the severance pay under Section 7, to the extent subject to Section 409A of the Code, will be paid in a lump sum on the first payroll period in the seventh month after Executive’s Separation. If applicable, this paragraph supersedes any contrary provision of this Agreement.

(a) The definition of “Good Reason” in the Employment Agreement is hereby amended by adding the following at the end:

“A condition will not be considered “Good Reason” unless Executive gives the Company written notice of the condition within 60 days after the condition comes into existence and the Company fails to remedy the condition within 30 days after receiving Executive’s written notice. In addition, Executive’s resignation must occur within 12 months after the condition comes into existence.”

Except as expressly set forth above, the Employment Agreement will remain in effect without change.

You may indicate your agreement with this amendment of the Employment Agreement by signing and dating the enclosed duplicate original of this letter agreement and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Very truly yours,
INFOBLOX, INC.
By:	/s/ Jane Funk
Title:	Senior Director, HR
	12/09/08

I have read and accept this amendment:

/s/ Stuart Bailey
Dated:	12/9/08

15

EX-10.10

Exhibit 10.10

October 7, 2004

Mr. Remo Canessa

[OMITTED]

[OMITTED]

Dear Remo:

Infoblox Inc. (the “Company”) is pleased to offer you employment on the following terms:

1. Position. Your title will be Chief Financial Officer, and you will initially report to the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. The Company will pay you a starting salary at the rate of $200,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on criteria established in advance by the Company’s Board of Directors (the “Board”). Your target bonus will be equal to $50,000. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. The bonus for a fiscal year will be paid after the Company’s books for that year have been closed and will be paid only if you are employed by the Company at the end of the fiscal year. The determinations of the Board with respect to your bonus will be final and binding.

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

4. Stock Options. Subject to the approval of the Board, you will be granted an option to purchase 1,163,750 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2003 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as

10/07/04 Page 2 of 4

described in the applicable stock option agreement.

If the Company is subject to a Change in Control (as defined in the Plan) before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then you will be vested in the shares purchasable under the option described in this Section 4 as if you had completed an additional 24 months of employment.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 35 miles.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) gross misconduct or (f) a continued failure to perform assigned duties after receiving written notification of such failure from the Board.

5. Severance Pay. If the Company terminates your employment for any reason other than Cause or Permanent Disability, then the Company will continue to pay your base salary for a period of 6 months following the termination of your employment and will vest you in your option shares as if you had continued in employment for 6 additional months. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the 6-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.

However, this Paragraph 5 will not apply unless you (a) resign as a member of the boards of directors of the Company and all of its subsidiaries, to the extent applicable, (b) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (c) have returned all Company property. Moreover, the amount of the salary continuation payments under this Paragraph 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act).

10/07/04 Page 3 of 4

“Permanent Disability” means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

* * * * *

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on October 8, 2004. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work with the Company on or before

10/07/04 Page 4 of 4

October 11, 2004.

Very truly yours,

INFOBLOX INC.
By:	/s/ Robert Thomas
Robert Thomas, President and Chief Executive Officer

I have read and accept this employment offer:

/s/ Remo Canessa

Signature of Remo Canessa

Dated: 10/10/04

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

December 5, 2008

Remo Canessa

[OMITTED]

[OMITTED]

Dear Remo:

You and Infoblox, Inc, (the “Company”) signed an offer letter dated October 7, 2004 (the “Offer Letter”), To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Offer Letter is hereby amended by inserting the following new provisions at the end of Section 5 of the Offer Letter:

Separation from Service. Wherever this letter agreement refers to a termination of employment or similar event, including (without limitation) a termination without Cause, the reference will be construed as a Separation. For all purposes under this letter agreement, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. This paragraph supersedes any contrary provision of this letter agreement.

Commencement of Severance Payments. Payment of the periodic salary continuation severance pay provided for under Section 5 will begin on the first regularly scheduled payroll date that occurs after your Separation, but payments will cease if you have not complied with the release and other preconditions set forth in the second paragraph of Section 5 within the time period set forth in the release, For purposes of Section 409A of the Code, each salary continuation payment under Section 5 is hereby designated as a separate payment.

Release. The Company will deliver the release referred to in Section 5 to you within 30 days after your Separation, You must execute and return the release within the period of time set forth in the form of release.

Mandatory Deferral of Payments. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code at the time of your Separation, then the severance pay under Section 5, to the extent subject to Section 409A of the Code, will be paid in a lump sum on the first payroll period in the seventh month after your Separation. If applicable, this paragraph supersedes any contrary provision of this letter agreement.

Except as expressly set forth above, the Offer Letter will remain in effect without change.

Remo Canessa

December 5, 2008

Page 6

You may indicate your agreement with this amendment of the Offer Letter by signing and dating the enclosed duplicate original of this amendment and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Very truly yours,
INFOBLOX, INC.
By:	/s/ Jane Funk
Title:	Senior Director, HR
	12/11/08

I have read and accept this amendment:

/s/ Remo Canessa
Remo Canessa
Dated:	12/5/08

EX-10.11

Exhibit 10.11

February 8, 2010

Mr. Steve Nye

[OMITTED]

[OMITTED]

Dear Steve:

Infoblox Inc. (the “Company”) is pleased to offer you employment on the following terms:

1. Position. Your title will be Executive Vice President of Product Strategy and Corporate Development, and you will initially report to the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. The Company will pay you a starting salary at the rate of $240,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to receive a non-guaranteed, quarterly bonus of up to $21,000 of which 100% will be based upon the attainment of internal company goals. The Company reserves the rights to modify, rescind, or delete or add to the provision of the bonus plans from time to time in its sole and absolute discretion.

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

4. Stock Options. Subject to the approval of the Board, you will be granted an option to purchase 1,100,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2003 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the

	Mr. Steve Nye February 08, 2010 Page 2

exercise price in the event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

If the Company is subject to a Change in Control (as defined in the Plan) before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then you will be vested in the shares purchasable under the option described in this Section 4 as if you had completed an additional 24 months of employment.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 35 miles.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) gross misconduct or (f) a continued failure to perform assigned duties after receiving written notification of such failure from the Board.

5. Severance Pay. If the Company terminates your employment for any reason other than Cause or Permanent Disability, then the Company will continue to pay your base salary for a period of 6 months following the termination of your employment and will vest you in your option shares as if you had continued in employment for 6 additional months. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the 6-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.

However, this Paragraph 5 will not apply unless you (a) resign as a member of the boards of directors of the Company and all of its subsidiaries, to the

	Mr. Steve Nye February 08, 2010 Page 3

extent applicable, (b) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (c) have returned all Company property. Moreover, the amount of the salary continuation payments under this Paragraph 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act).

“Permanent Disability” means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts

	Mr. Steve Nye February 08, 2010 Page 4

or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

* * * * *

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on February 12, 2010. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work with the Company on or before March 1, 2010.

Very truly yours,
INFOBLOX INC.
By:	/s/ Robert Thomas
	Robert Thomas: Chief Executive Officer

I have read and accept this employment offer:

/s/ Steve Nye
Signature of Steve Nye
Dated:	2/10/10

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

EX-10.12

Exhibit 10.12

June 26, 2007

Mr. Sohail Parekh

[OMITTED]

[OMITTED]

Dear Sohail:

Infoblox Inc. (the “Company”) is pleased to offer you employment on the following terms:

1. Position. Your title will be Vice President of Engineering, and you will initially report to the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. The Company will pay you a starting salary at the rate of $200,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company. The bonus (if any) will be awarded based on criteria established in advance by the Company’s Board of Directors (the “Board”). Your target bonus will be equal to $50,000. The bonus for a fiscal year will be paid after the Company’s books for that year have been closed and will be paid only if you are employed by the Company at the end of the fiscal year. The determinations of the Board with respect to your bonus will be final and binding.

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

4. Stock Options. Subject to the approval of the Board, you will be granted an option to purchase 1,064,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the

	Mr. Sohail Parekh June 26, 2007 Page 2

Company’s 2003 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

If the Company is subject to a Change in Control (as defined in the Plan) before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then you will be vested in the shares purchasable under the option described in this Section 4 as if you had completed an additional 24 months of employment.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 35 miles.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply With the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) gross misconduct or (f) a continued failure to perform assigned duties after receiving written notification of such failure from the Board.

5. Severance Pay. If the Company terminates your employment for any reason other than Cause or Permanent Disability, then the Company will continue to pay your base salary for a period of 6 months following the termination of your employment and will vest you in your option shares as if you had continued in employment for 6 additional months. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the 6-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.

	Mr. Sohail Parekh June 26, 2007 Page 3

However, this Paragraph 5 will not apply unless you (a) resign as a member of the boards of directors of the Company and all of its subsidiaries, to the extent applicable, (b) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (c) have returned all Company property. Moreover, the amount of the salary continuation payments under this Paragraph 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act).

“Permanent Disability” means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your

	Mr. Sohail Parekh June 26, 2007 Page 4

employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

* * * * *

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on June 29, 2007. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work with the Company on or before July 30, 2007.

Very truly yours,
INFOBLOX INC.
By:	/s/ Robert Thomas
Robert Thomas: Chief Executive Officer

I have read and accept this employment offer:

/s/ Sohail Parekh
Signature of Sohail Parekh
Dated:	7/3/7

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

December 8, 2008

Sohail Parekh

[OMITTED]

[OMITTED]

Dear Sohail:

You and Infoblox, Inc. (the “Company”) signed an offer letter dated June 26, 2007 (the “Offer Letter”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Offer Letter is hereby amended by inserting the following new provisions at the end of Section 5 of the Offer Letter:

Separation from Service. Wherever this letter agreement refers to a termination of employment or similar event, including (without limitation) a termination without Cause, the reference will be construed as a Separation. For all purposes under this letter agreement, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. This paragraph supersedes any contrary provision of this letter agreement.

Commencement of Severance Payments. Payment of the periodic salary continuation severance pay provided for under Section 5 will begin on the first regularly scheduled payroll date that occurs after your Separation, but payments will cease if you have not complied with the release and other preconditions set forth in the second paragraph of Section 5 within the time period set forth in the release. For purposes of Section 409A of the Code, each salary continuation payment under Section 5 is hereby designated as a separate payment.

Release. The Company will deliver the release referred to in Section 5 to you within 30 days after your Separation. You must execute and return the release within the period of time set forth in the form of release.

Mandatory Deferral of Payments. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code at the time of your Separation, then the severance pay under Section 5, to the extent subject to Section 409A of the Code, will be paid in a lump sum on the first payroll period in the seventh month after your Separation. If applicable, this paragraph supersedes any contrary provision of this letter agreement.

Except as expressly set forth above, the Offer Letter will remain in effect without change.

Sohail Parekh

December 8, 2008

Page 7

You may indicate your agreement with this amendment of the Offer Letter by signing and dating the enclosed duplicate original of this amendment and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Very truly yours,
INFOBLOX, INC.
By:	/s/ Jane Funk
Title:	Senior Director, HR
	12/10/08

I have read and accept this amendment:

/s/ Sohail Parekh
Sohail Parekh
Dated:	12/10/08

7

EX-10.13

Exhibit 10.13

October 21, 2004

Mr. Mark Smith

Dear Mark:

Infoblox, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1. Position. Your title will be Vice President, Sales, and you will initially report to the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Cash Compensation. The Company will pay you a starting salary at the rate of $200,000 per year, payable in accordance with the Company’s standard payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus and/or sales commission for each fiscal year of the Company. The bonus and/or commission (if any) will be awarded based on criteria established in advance by the Company’s Board of Directors (the “Board”). Your target bonus and/or commission will be equal to $175,000. The bonus and/or commission for a fiscal year or quarter will be paid after the Company’s books for that year or quarter have been closed and will be paid only if you are employed by the Company at the end of the fiscal year or quarter, as applicable. The determinations of the Board with respect to your bonus and/or commission will be final and binding.

3. Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

4. Stock Options. Subject to the approval of the Board, you will be granted an option to purchase 1,330,000 shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market value per share on the date the option is granted or on your first day of employment, whichever is later. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2003 Stock Plan (the “Plan”), as described in the Plan and the applicable stock option agreement. The option will be immediately exercisable, but the unvested portion of the purchased shares will be subject to repurchase by the Company at the exercise price in the

Infoblox Employment Offer Company Proprietary & Confidential

Mr. Mark Smith

October 21, 2004

Page 2

event that your service terminates for any reason before you vest in the shares. You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable stock option agreement.

If the Company is subject to a Change in Control (as defined in the Plan) before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then you will be vested in the shares purchasable under the option described in this Section 4 as if you had completed an additional 24 months of employment.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10% or (iii) receipt of notice that your principal workplace will be relocated more than 35 miles.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) gross misconduct or (f) a continued failure to perform assigned duties after receiving written notification of such failure from the Board.

5. Severance Pay. If the Company terminates your employment for any reason other than Cause or Permanent Disability, then the Company will continue to pay your base salary for a period of 6 months following the termination of your employment and will vest you in your option shares as if you had continued in employment for 6 additional months. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the 6-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.

However, this Paragraph 5 will not apply unless you (a) resign as a member of the boards of directors of the Company and all of its subsidiaries, to the extent applicable, (b) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (c) have returned all Company property. Moreover, the amount of the salary continuation payments under this Paragraph 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including,

Infoblox Employment Offer Company Proprietary & Confidential

Mr. Mark Smith

October 21, 2004

Page 3

without limitation, the WARN Act).

“Permanent Disability” means that you are unable to perform the essential functions of your position, with or without reasonable accommodation, for a period of at least 120 consecutive days because of a physical or mental impairment.

6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.

7. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

8. Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed by California law, excluding law relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in California in connection with any Dispute or any claim related to any Dispute.

Infoblox Employment Offer Company Proprietary & Confidential

Mr. Mark Smith

October 21, 2004

Page 4

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me. This offer, if not accepted, will expire at the close of business on November 4, 2004. As required by law, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon your starting work with the Company on or before January 17, 2005.

Very truly yours,

INFOBLOX INC.
By:	/s/ Robert Thomas
Robert Thomas: President and Chief Executive Officer

I have read and accept this employment offer:

/s/ Mark Smith
Signature of Mark Smith
Dated:	11-3-04

Attachment

Exhibit A: Proprietary Information and Inventions Agreement

Infoblox Employment Offer Company Proprietary & Confidential

December 8, 2008

Mark Smith

Dear Mark:

You and Infoblox, Inc. (the “Company”) signed an offer letter dated October 21, 2004 (the “Offer Letter”). To avoid potential adverse tax consequences imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Offer Letter is hereby amended by inserting the following new provisions at the end of Section 5 of the Offer Letter:

Separation from Service. Wherever this letter agreement refers to a termination of employment or similar event, including (without limitation) a termination without Cause, the reference will be construed as a Separation. For all purposes under this letter agreement, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code. This paragraph supersedes any contrary provision of this letter agreement.

Commencement of Severance Payments. Payment of the periodic salary continuation severance pay provided for under Section 5 will begin on the first regularly scheduled payroll date that occurs after your Separation, but payments will cease if you have not complied with the release and other preconditions set forth in the second paragraph of Section 5 within the time period set forth in the release. For purposes of Section 409A of the Code, each salary continuation payment under Section 5 is hereby designated as a separate payment.

Release. The Company will deliver the release referred to in Section 5 to you within 30 days after your Separation. You must execute and return the release within the period of time set forth in the form of release.

Mandatory Deferral of Payments. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code at the time of your Separation, then the severance pay under Section 5, to the extent subject to Section 409A of the Code, will be paid in a lump sum on the first payroll period in the seventh month after your Separation. If applicable, this paragraph supersedes any contrary provision of this letter agreement.

Except as expressly set forth above, the Offer Letter will remain in effect without change.

You may indicate your agreement with this amendment of the Offer Letter by signing and dating the enclosed duplicate original of this amendment and returning it to me. This amendment may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.

Very truly yours,
INFOBLOX, INC.
By:	/s/ Jane Funk
Title:	12/15/08

I have read and accept this amendment:
/s/ Mark Smith
Mark Smith
Dated:	12/15/08

Infoblox Employment Offer Company Proprietary & Confidential

EX-10.14

Exhibit 10.14

INFOBLOX BONUS PLAN – FY 2011

The Infoblox 2011 Bonus Plan is intended to incent superior performance by Infoblox employees, and to reward Infoblox employees for their contribution to the Company’s success during FY 2011. The details of the plan are as follows:

• The Plan covers all Infoblox employees except employees receiving commission or other sales compensation.

• The FY 2011 bonus will be based on attainment or over achievement of one or more quarterly performance targets based on revenue, net cash flow, bookings, operating profitability or other company performance measures as determined by the CEO/CFO. Bonus targets will be established at the start of each quarter as practicably possible and will be communicated by the CEO/CFO.

• Plan payout for FY2011 will be quarterly based on attainment or over achievement of the performance target/s as reported by the CEO/CFO at the end of each quarter. Payouts may be adjusted, suspended or deferred due to unforeseen developments which in management’s judgment would cause bonus payouts to be deemed inappropriate for the Company’s current financial position/performance.

Eligibility: New hires are eligible to participate in the Infoblox Bonus Program in the quarter in which they are hired. The targeted bonus payment that will be awarded to a participant of the plan for a partial plan quarter shall be multiplied by a factor as follows: the number of days of active participation divided by days in the quarter.

Award Calculation and Payment: Payment will generally be paid as soon as practicably possible, generally on the last day of the month following quarter close. International employees will be compensated in local currency at the prevailing exchange rate at the time of payment. Bonus payments under this plan will be paid in cash and subject to applicable withholding taxes.

Termination/Disability: Except for termination due to death or total and permanent disability, or retirement with the consent of the company, no bonus payment will be paid to an eligible participant who is not actively employed on the date such bonus is paid. The only exception to this being, those employees who have been out or are out at time of bonus payment on temporary disability, family leave or other approved leave. For those employees, any eligible participant who has been or is on leave for greater than 30 business days during the quarter or year which the bonus applies to, the bonus will be prorated for the days over 30 days that were missed due to disability or family leave.

For example, a person on leave from Sept 1 to Nov 30, three months, would be eligible for 1/3rd of the bonus paid for Q1, 2/3rd of the bonus paid for Q2.

If the employee has returned to work in a part time capacity, eligible bonuses will be paid to the employee on a pro-rata basis. Please note, however, that any return to work on a part-time basis is subject to approval by the employee’s manager.

Continuing the scenario, if the employee returns to work on a part-time basis (three days per week) for the period Sept 1 through Nov 30, the employee would be eligible for 20% of the Q2 bonus (out of work for two months of the quarter and at work for 3 days a week for one month of the quarter equals 3/5ths of the bonus to be paid for one month, or 1/5th of the bonus to be paid for the entire quarter).

Ethical and Legal Standards: Each Infoblox employee is required at all times to comply with the Infoblox Code of Business Ethics and Conduct and all other Infoblox policies. In accordance with Infoblox’s employee policies, no Infoblox employee shall pay, offer to pay or give any of his/her incentive compensation or any other money to any agent, customer or representative of the customer or any other person as an inducement or reward for assistance in making a sale.

Gifts and entertainment above a nominal amount shall not be given to customers, agents or representatives except in accordance with current Infoblox policies and procedures.

Any infraction of this policy, or of ethical business standards, will subject an employee to disciplinary action (including possible termination) and revocation of any incentive compensation as provided by this or any other Plan to which the employee would otherwise be entitled.

At Will Employment: The Infoblox Bonus Plan is not a contract between Infoblox and any participant. Noting in the Infoblox Bonus Plan will be construed to change or alter the at will nature of participant’s employment; Infoblox reserves the right to terminate any participant’s employment at any time, for any reason whatsoever, with or without cause.

Modifications: The Plan may be modified or terminated at the sole discretion of Infoblox at any time, to be effective upon written notice of modification(s) to the participants. All changes are effective as stated in the specific change notice. An email memo is an acceptable way to communicate these changes.

Exceptions: The CEO and CFO must approve any and all exceptions to the Plan.

2

EX-10.15

Exhibit 10.15

INFOBLOX BONUS PLAN – FY 2012

The Infoblox 2012 Bonus Plan is intended to incent superior performance by Infoblox employees, and to reward Infoblox employees for their contribution to the Company’s success during FY 2012. The details of the plan are as follows:

• The Plan covers all Infoblox employees except employees receiving commission or other sales compensation.

• The FY 2012 bonus will be based on attainment or over achievement of one or more quarterly performance targets based on revenue, net cash flow, bookings, operating profitability or other company performance measures as determined by the CEO/CFO and as approved by the Compensation Committee of the Board. Bonus targets will be established at the start of each quarter as practicably possible and will be approved by the Compensation Committee of the Board and communicated by the CEO/CFO.

• Plan payout for FY2012 will be quarterly based on attainment or over achievement of the performance target/s as reported by the CEO/CFO at the end of each quarter. Payouts may be adjusted, suspended or deferred due to unforeseen developments which in management’s judgment would cause bonus payouts to be deemed inappropriate for the Company’s current financial position/performance.

Eligibility: New hires are eligible to participate in the Infoblox Bonus Program in the quarter in which they are hired. The targeted bonus payment that will be awarded to a participant of the plan for a partial plan quarter shall be multiplied by a factor as follows: the number of days of active participation divided by days in the quarter.

Award Calculation and Payment: Payment will generally be paid as soon as practicably possible, generally on the last day of the month following quarter close. International employees will be compensated in local currency at the prevailing exchange rate at the time of payment. Bonus payments under this plan will be paid in cash and subject to applicable withholding taxes.

Termination/Disability: Except for termination due to death or total and permanent disability, or retirement with the consent of the company, no bonus payment will be paid to an eligible participant who is not actively employed on the date such bonus is paid. The only exception to this being, those employees who have been out or are out at time of bonus payment on temporary disability, family leave or other approved leave. For those employees, any eligible participant who has been or is on leave for greater than 30 business days during the quarter or year which the bonus applies to, the bonus will be prorated for the days over 30 days that were missed due to disability or family leave.

For example, a person on leave from Sept 1 to Nov 30, three months, would be eligible for 1/3rd of the bonus paid for Q1, 2/3^rd of the bonus paid for Q2.

If the employee has returned to work in a part time capacity, eligible bonuses will be paid to the employee on a pro-rata basis. Please note, however, that any return to work on a part-time basis is subject to approval by the employee’s manager.

Continuing the scenario, if the employee returns to work on a part-time basis (three days per week) for the period Sept 1 through Nov 30, the employee would be eligible for 20% of the Q2 bonus (out of work for two months of the quarter and at work for 3 days a week for one month of the quarter equals 3/5ths of the bonus to be paid for one month, or 1/5^th of the bonus to be paid for the entire quarter).

Ethical and Legal Standards: Each Infoblox employee is required at all times to comply with the Infoblox Code of Business Ethics and Conduct and all other Infoblox policies. In accordance with Infoblox’s employee policies, no Infoblox employee shall pay, offer to pay or give any of his/her incentive compensation or any other money to any agent, customer or representative of the customer or any other person as an inducement or reward for assistance in making a sale.

Gifts and entertainment above a nominal amount shall not be given to customers, agents or representatives except in accordance with current Infoblox policies and procedures.

Any infraction of this policy, or of ethical business standards, will subject an employee to disciplinary action (including possible termination) and revocation of any incentive compensation as provided by this or any other Plan to which the employee would otherwise be entitled.

At Will Employment: The Infoblox Bonus Plan is not a contract between Infoblox and any participant. Noting in the Infoblox Bonus Plan will be construed to change or alter the at will nature of participant’s employment; Infoblox reserves the right to terminate any participant’s employment at any time, for any reason whatsoever, with or without cause.

Modifications: The Plan may be modified or terminated at the sole discretion of Infoblox at any time, to be effective upon written notice of modification(s) to the participants. All changes are effective as stated in the specific change notice. An email memo is an acceptable way to communicate these changes.

Exceptions: The CEO and CFO must approve any and all exceptions to the Plan.

EX-10.16

Exhibit 10.16

FY 2011 World Wide Sales

Compensation Plan

For

Account Executives, Opportunity Development Representatives, Opportunity Development Manager,

Systems Engineers, Sales Management, SE Management, Professional Services, and Sales Operations

August 1, 2010

PLAN PROVISIONS

This Plan supersedes all previous compensation plans. Nothing in this Plan or the administration of the Plan will affect Infoblox’s At-Will-Employment policy. This Plan shall not be construed to create a contract of employment for a specific time period between Infoblox and participants in the Plan.

The Plan may be modified or terminated at the sole discretion of Infoblox at any time, to be effective upon written notice of modification(s) to the participant. The Executive Vice President of Global Operations or CEO will adjust monthly or quarterly bookings goals based on new hires and territory changes.

The Plan is not effective, and no payment will be made, until both the Plan Participant and Infoblox have accepted this Plan in writing.

PLAN ACCEPTANCE

I acknowledge that I have read and understood all of the Infoblox FY 2011 Worldwide Sales Compensation Plan. I agree to adhere to and be bound by the terms and conditions of the Plan. Since no plan can account for all variations or foresee all possible situations, the Plan may be modified or interpreted from time-to-time. The final determination of any amounts due under this plan as well as the resolution of any disputes, vagaries, or interpretations shall be with the Executive Vice President of Global Operations and the CEO. The Executive Vice President of Global Operations and CEO retain final authority regarding the interpretation of this plan.

All the information contained in this document is considered confidential and proprietary information of Infoblox.

Acceptance by Plan Participant:	Acceptance by Infoblox Inc.:
Signature
	Mark Smith, EVP Global
Name (print)
Date	Date

1

GENERAL PROVISIONS

Effective Date

This Sales Compensation Plan (the “Plan”) is effective August 1, 2010, or the Plan Participant’s start date (whichever is later). The Plan will remain in full force and effect until July 31, 2011. The Plan may be terminated before that date if the Plan Participant ceases to be employed by Infoblox, or the Plan is cancelled by the Executive Vice President of Global Operations or CEO and superseded by a new approved plan.

Amendment

Infoblox reserves the right to modify at any time the Plan, including performance goals, territory/account assignment and quotas by furnishing each participant with written notice of the changes. The Executive Vice President of Global Operations or CEO must approve plan changes in writing. No amended incentive compensation payments will be made until the Executive Vice President of Global Operations signs the goal changes. Goal changes will generally be made in advance of the date they are to take effect. Retroactive adjustments back to the first day of the month, quarter or fiscal year may sometimes be necessary. All changes are effective based on bookings dates for products and services, as defined by this document.

Further, Infoblox reserves the right to review and modify goals, performance and territory assignments by furnishing each participant with a notice of the changes. An email memo is an acceptable way to communicate these changes.

Exceptions

The Executive Vice President of Global Operations or CEO must approve any and all exceptions to the Plan.

Final Authority

For issues not specifically addressed in this Plan including extraordinary circumstances, interpretations of the Plan, and for all matters of administration of the Plan, including any modifications of the Plan, the Executive Vice President of Global Operations and CEO shall have sole and final authority.

Eligibility

Infoblox management may, in its sole discretion, grant certain employees participation in the Plan. Participation in the Plan will be valid only if the employee and the supervising Executive Vice President of Global Operations, or his/her designee have duly executed a “World Wide Sales Compensation Plan” and “Quota Agreement”. The Plan Participant’s signatures on these documents are an acknowledgement by Plan Participant that he/she has received and agrees to all the provisions and documents of the Plan and Agreement.

2

Plan Participants have thirty (30) days to sign and return the World Wide Sales Compensation Plan and Quota Agreement. The Plan Participant will be ineligible to receive quarter end commission payments until the documents are signed and returned to Infoblox.

Plan Participants are not eligible to participate in any other non-sales based bonus or incentive plan of the Company unless specifically stated by the CEO. Plan Participants are eligible for the employee referral program.

Infoblox management may, with written approval from the Executive Vice President of Global Operations and CEO in their sole discretion, prorate goal assignments and commission payments based upon the following employee service criteria:

• Hire date during a Plan period

• Transfers in and out of sales positions during a Plan period

• Terminations during a Plan period

• Leave of Absence

No Contract of Employment

Nothing in this Plan shall be construed to imply a contract of employment for any specific period between Infoblox and the Plan Participant. Employees participating in the Plan remain employees “at-will” (unless otherwise expressly stated in an employment contract signed by Infoblox and the Plan Participant) and nothing in this Plan or the way that it is administered will negate Infoblox’s at-will employment policy. Infoblox reserves the right to terminate any participant’s employment or participation in this Plan at any time with or without cause.

Escalation Process

Questions or issues regarding these practices and policies should be directed in writing to the department manager, with the Executive Vice President of Global Operations and CEO acting as final authority. An email memo is an acceptable form of communication in this case. Outline the problem, the root cause, the scope/impact, the individuals affected and possible solutions.

Ethical and Legal Standards

Plan Participants are required at all times to comply with the Infoblox Code of Business Ethics and Conduct and all other Infoblox policies. In accordance with Infoblox’s employee policies, no Plan Participant shall pay, offer to pay or give any of his/her incentive compensation or any other money to any agent, customer or representative of the customer or any other person as an inducement or reward for assistance in making a sale.

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Gifts and entertainment above a nominal amount shall not be given to customers, agents or representatives except in accordance with current Infoblox policies and procedures.

No Plan Participant or other Infoblox employee shall enter into any understanding, agreement, plan or scheme, expressed or implied, formal or informal, with any competitor in regard to prices, terms or conditions of sales, distribution, territories or customers, nor exchange or discuss in any matter with a competitor prices, terms and conditions or sale or any other conduct which in the opinion of Infoblox’s legal counsel, violates any of the anti-trust and/or trade regulation and/or trade practices.

No Plan Participant or other Infoblox employee shall enter into any side letters or arrangements, memorandums and/or any other forms of formal or informal agreements (“side deals”), written or verbal, that amend the terms and conditions of the original customer contracts without the approval from VP of Worldwide Sales and CEO.

No Plan Participant or other Infoblox employee shall enter into any side letters or arrangements, memorandums and/or any other forms of formal or informal agreements (“side deals”), written or verbal, to authorize the extension of payment terms set forth in the original customer contracts without the approval from the CFO.

Any infraction of this policy, or of ethical business standards, will subject a Plan Participant to disciplinary action (including possible termination) and revocation of any incentive compensation as provided by this or any other plan to which the Plan Participant would otherwise be entitled.

COMPENSATION AND PAYMENTS

Goal Assignment (Quota)

Each Plan Participant will be assigned a specific commissionable bookings goal for his/her territory, which may consist of a geographic area, an industry segment, and/or specific global accounts. The bookings goal/quota are set forth in the Plan Participant’s Quarterly Quota Agreement and should be approved by the Plan Participant and his/her manager at the beginning of each quarter and every year on the sales year beginning August 1^st, 2010. During the fiscal year, goal assignments or account changes based on changing conditions may be made by the VP of Worldwide Sales.

Infoblox reserves the right to review and revise territories and quota. Infoblox will endeavor to revise allocations in a manner that results in a fair remuneration for the affected participants. In addition, Infoblox reserves the right to review and adjust payment percentages when reallocating a territory.

The bookings goal assigned to each Plan Participant reflects Infoblox’s assessment of the level of business which is attainable and which is consistent with the company’s growth objectives. The goal reflects identified business opportunities and judgment for unknown business opportunities, the sum of which, if achieved, would be regarded as expected performance. A Plan Participant’s previous performance and experience is also reflected

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in the assigned goal. Changes to the organizational structure, assignments or territory responsibilities as a result of business conditions, may require modifications to bookings goal and commissions structure. Any such modifications affecting Plan Participant will be communicated to Plan Participant in writing.

Goal assignment will be assigned as a quarterly target based on the Plan Participant’s Sales Quarter. The Sales Quarter for each Plan Participant will be designated in the Plan Participant’s Quarterly Quota Agreement and may not follow the Infoblox fiscal quarter or calendar quarter, and may differ depending on the Plan Participant’s Sales Region. For monthly goal assignment, the quarterly goal will be broken down in the following manner.

Month 1 = 33% of quarterly goal

Month 2 = 33% of quarterly goal

Month 3 = 34% of quarterly goal

While Infoblox will attempt to maintain goals and target payment percentages, Infoblox makes no guarantee, either implied or expressed, that goals and percentages will not change. Percentages and target compensation will be subject to adjustment any time a goal or quota is modified.

Definitions

Earned commissions will be based on Adjusted Bookings.

Adjusted Bookings used for calculating commissions is derived as follows:

All Shippable Bookings

Less: All holds, including credit, sales, contracts, cancelled services, customer requested, and pricing discrepancies, at the end of the current month

Plus: All holds, including credit, sales, contracts, customer requested, and pricing discrepancies, taken off hold by the end of the previous month

Less: Credit orders booked, including credit/rebills, rebates, and referral fees.

Less: AR collection adjustments

Less: Reimbursed travel expenses included on invoice

Less: Previously shippable bookings which are no longer shippable.

Plus/Less: Other bookings adjustments.

= Adjusted Bookings / Commissionable Total

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Shippable Bookings:

Infoblox will make commissions payments monthly based on Shippable Bookings for the previous month. After calculation of Adjusted Bookings, Infoblox may deduct adjustments and chargebacks from subsequent payments as described below in “Reversal and Recovery of Payments” and “Overpayments”. To be considered a Shippable Booking, an order must meet all of the following requirements:

• P.O. must be clean (i.e. no contractual or revenue problems), dated and received within commission period and must be shippable and billable immediately.

• For products, P.O. must be shippable and billable immediately. If a future ship or billing date is requested, the order will be booked at that time.

• For support services, P.O must be complete and accurate and not subject to any holds as described below.

• For Professional and Training services, the order will be considered a Shippable Booking at the earlier of invoicing for delivered services or prepayment (cash received) in the case of services invoiced in advance of delivery.

• Must have Net 30 day payment terms or within terms of the customer’s contractual obligation

• Product/service is on the current published price list and shippable at the time of the booking

• Beta product orders are not commissionable

• Contract executed, when applicable

• Order must not have any non-standard terms or contingencies, verbal or otherwise, such as extended payment terms, acceptance, rights of return, verbal agreements for future deliverables, or any other non-standard term or contingency that would delay revenue recognition. Exceptions will require completion of Sales Force.com case and appropriate approvals by Sales Management, Finance and the CEO.

• Orders must be off credit hold, customer hold, sales hold and/or contract hold at month end

• Orders submitted that are cancelled or changed after the end of the month, will not count against the time period they were entered (see reversals against bookings section below)

• All sales must be non-refundable

Holds:

An order that has an attached hold will not be considered a Shippable Booking. The most common holds are as follows:

• Over Credit Limit and Credit Past Due holds are financial holds that include the customer being over their credit limit, having no credit and/or has an invoice over 45 days old

• Customer holds are defined by the customers not stating a “request for shipment” date within 30 days of the order date or requesting that the product not ship until further instructed.

• Contract holds are attached when a signed contract is not in place.

• Price holds are holds resulting from the pricing on the PO not having proper approval.

• There may be other holds attached by Infoblox for non-financial reasons.

• Contracts for extended support and maintenance (for periods beyond 12 months) must be payable generally within 30 days for the entire extended period (amounts cannot be payable in installments).

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Credit Orders:

Credit orders are returns that do not have an attached advanced replacement. Returns of product will be deducted from payments to Plan Participant based on the date that an RMA is opened. Credit/Rebills are processed when the pricing on the customer’s order is later adjusted. The adjustments to bookings will be made when the Credit/Rebill order is entered.

Commission Adjustments:

AR collection adjustments – Accounts receivable invoices, which are over 90 days past due and are open will be deducted from subsequent payments. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below. Any other payment adjustment will also be adjusted against subsequent payments. AR collection adjustments or other debooks occur at the end of each Infoblox fiscal quarter.

Other Bookings Adjustments:

These are adjustments that reflect changes that occur to bookings, prior to shipment. For example, a Customer may increase or decrease the quantity of the original order.

Financing Arrangements:

Orders subject to non-standard financing terms and conditions (whether provided by Infoblox or third parties) may result in a delay in booking or adjustment to booking. The effect of non-standard financing terms and conditions will be determined on a case by case basis and the Plan Participant will be notified of the resulting effect on bookings for the order.

Distributor Stocking Orders:

Stocking orders to Distributors (including Securematics) are not considered Shippable or Adjusted Bookings for field sales (i.e. Regional Directors, Regional SE Managers, Sales Reps, SEs, and ODRs) until Infoblox receives confirmation that the Distributor has shipped the product to the VAR or End User.

Commission

Commissions are calculated as attainment percentage multiplied by the commission target. Attainment percentage is calculated as Adjusted Bookings divided by quota, multiplied by 100. Commissions are generally paid on the last day of the month following the close of the commission month. For example, November commissions are paid out on the last day of December. December commissions are paid out on the last day of January. January commissions are paid out on the last day of February.

New hires inherit the full quota and full bookings starting in the first month they are employed. For example, an Account Executive with a 9/15 employment start date gets the full bookings for the full months of September and October (9/1-10/31). The Account

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Executive also gets the full quota for the full months of September and October (9/1-10/31). The quarterly commission target for the first quarter is pro-rated based on the number of days remaining in the quarter after employment start date.

Account Executives

Commission is calculated using attainment percentage for the Account Executive’s territory.

Commission Calculation Example For Account Executives
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings	$650,000
Quarterly Quota	$600,000
Quarterly Attainment	108.33% = $650,000/$600,000 x 100
Quarterly Commission	$27,083 = 108.33% x $25,000
Commission Calculation Example For Account Executives During First Quarter
Quarter	8/1-10/31
Hire Date	9/15
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Pro-Rated Quarterly Comm Target	($25,000 / 92 days) * 46 days = $12,500
Quarterly Adjusted Bookings	$420,000 (bookings from 9/1 through 10/31)
Quarterly Quota For Territory	$600,000
Quarterly Quota (For months on board)	$402,000 = $198,000 (September) + $204,000 (October)
Quarterly Attainment	104.47% = $420,000/$402,000 x 100
Quarterly Commission	$13,059 = 104.47% x $12,500

Systems Engineers

Commission is calculated using the attainment percentage of the Account Executive(s) supported and/or mapped regional quota. Please refer to the Quarterly Quota Agreement for the regional and/or Account Executive(s) mapping.

If the Systems Engineer supports one Account Executive, they must achieve 100% of the Account Executive’s quota in order for the Systems Engineer to be paid 100% of his/her commission target.

If the Systems Engineer supports two Account Executives, they must achieve 90% of the combined Account Executives’ quotas in order for the Systems Engineer to be paid 100% of his/her commission target.

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If the Systems Engineer supports three or more Account Executives, they must achieve 85% of the combined Account Executives’ quotas in order for the Systems Engineer to be paid 100% of his/her commission target.

If the Systems Engineer’s commission is mapped to a regional quota, 100% of the regional quota must be achieved in order for the Systems Engineer to be paid 100% of his/her commission target.

Commission Calculation Example For North American Systems Engineers

Reps Supported:	2
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings for Rep # 1	$650,000
Quarterly Adjusted Bookings for Rep # 2	$625,000
Combined Quarterly Adjusted Bookings	$1,275,000 = $625,000 + $650,000
Quarterly Quota for Rep # 1	$600,000
Quarterly Quota for Rep # 2	$600,000
Combined Weighted Territory Quota	$1,080,000 = ($600,000 + $600,000) x .9
Combined Quarterly Attainment	118.05% = $1,275,000/$1,080,000 x 100
Quarterly Commission	$29,513.88 = 118.05% x $25,000

Professional Services

New Hires:

New hires will get the current number of hours quota. As of August 1, 2010, hours quota for NAM is 108 hours billable per month, and hours quota for EMEA is 100 hours billable per month. Quotas for new hires will be prorated based on the number of days worked during the first month, or alternatively the PS Manager may provide billable hours for the first month/quarter based on expected ability to bill for the month/quarter. The individual billable hours for new hires will be added to the group quota total.

Commission:

Base commissions are calculated as overall attainment percentage multiplied by the individual commission target. Overall attainment is calculated as the average of individual attainment and group attainment. Individual Attainment percentage is calculated as the individual billed hours divided by the total individual hour target, multiplied by 100. Group Attainment percentage is calculated as the group billed hours divided by the total group hour target, multiplied by 100. Commissions are generally paid on the last day of the month following the close of the commission month. For example, November commissions are paid out on the last day of December. December commissions are paid out on the last day of January. January commissions are paid out on the last day of February.

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Definition Of Billable Hours

Offsite and onsite project delivery directly billable to the engagement. This specifically excludes travel, training, PTO, warranty work, non-billable prep time, and administrative time. In the Project Structures section of Replicon, system we use to track Professional Service time sheets, only the “Offsite Project Delivery” and “OnSite Project Delivery” categories are considered billable hours. Other tasks like “Travel”, “Pre Sales”, “Warranty Delivery”, “Project Management”, and “Project Research” may not be used in calculations of billable hours. 25% of work time should be set aside for non-billable work such as pre sales and internal administrative requirements.

If a PS engagement is completed early, full credit will be received for the billable hours. For example, if a 10 day bundle project is completed in 8 days and 10 the full 10 day bundle is billed, credit will be received for the 10 days.

Exceptions

• On an exception basis, EVP GLOBAL or Field VP may pre-approve “Warranty Delivery” or “Customer Satisfaction” projects as billable hours.

PS Commission Calculation Example:

Quarterly Commission Target	$	4,000
Individual Billed Hours Achieved		327
Individual Hour Target		324
Individual Attainment %		101	%
Group Billed Hours Achieved		1,667
Group Hour Target		1,620
Group Attainment %		103	%
Overall Attainment %		102	%
Base Commission	$	4,077

Payment Schedule

• Base commissions are paid the last day of the month following the commission month. For example, commissions for August are paid on the last day of September.

• Quarter end commissions, accelerators, and bonuses are paid out the last day of the month following the end of the Fiscal Quarter.

Quarterly Commission Accelerator:

The Quarterly Commission Accelerator increases the attainment percentage that is applied to the amount of overall attainment (i.e., the average of the individual attainment and group attainment) that is over and above 100% of the billed hours target.

New hires or Professional Services Engineers moving into a new role/territory become eligible for the Quarterly Commission Accelerator upon commencement of their first full Fiscal Quarter at Infoblox or in the new role/territory. The Professional Services Engineer

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must be employed by Infoblox and in the role/territory for the entire Fiscal Quarter to qualify for the Quarterly Commission Accelerator and payout for the Fiscal Quarter. The Quarterly Commission Accelerator is generally paid the last day of the month following the close of the Fiscal Quarter.

For Professional Service Engineers and Manager, a 2x Quarterly Commission Accelerator is applied to the overall attainment above the billed hours target.

Opportunity Development Reps

ODRs’ commission is tied half to the combined attainment percentage for the Account Executives they support and half to attainment of their individual point quota. Commission is calculated as the sum of 50% of the commission target multiplied by the Account Executives’ combined attainment percentage, plus 50% of the commission target multiplied by the ODR’s individual point attainment percentage.

If the ODR supports one Account Executive, they must achieve 100% of the Account Executive’s quota in order for the ODR to be paid 100% of his/her commission target.

If the ODR supports two Account Executives, they must achieve 95% of the combined Account Executives’ quotas in order for the ODR to be paid 100% of his/her commission target.

If the ODR supports three or more Account Executives, they must achieve 90% of the combined Account Executives’ quotas in order for the ODR to be paid 100% of his/her commission target.

Commission Calculation Example For Opportunity Development Reps

Reps Supported:	2
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings for Rep # 1	$650,000
Quarterly Adjusted Bookings for Rep # 2	$625,000
Combined Quarterly Adjusted Bookings	$1,275,000 = $625,000 + $650,000
Quarterly Quota for Rep # 1	$600,000
Quarterly Quota for Rep # 2	$600,000
Combined Weighted Territory Quota	$1,140,000 = ($600,000 + $600,000) x .95
Combined Quarterly Territory Attainment	111.84% = $1,275,000/$1,140,000 x 100
Point Quota	300
Point Actuals	310
Point Attainment	103.33% = 310/300 x 100
Combined Attainment	107.58% = (50% x 111.84%) + (50% x 103.33%)
Quarterly Commission	$26,896.25= 107.58% x $25,000

Opportunity Development Manager

Opportunity Development Manager’s commission is tied half to attainment percentage for Worldwide Quota and half to attainment percentage of the ODR team point quota.

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Quarterly Commission Accelerator

For All Sales:

The Quarterly Commission Accelerator increases the attainment percentage that is applied to the Adjusted Bookings over and above 100% of quota or minimum Adjusted Bookings. The Quarterly Commission Accelerator is communicated in the Quota Agreement.

New hires or sales people moving into a new role/territory become eligible for the Quarterly Commission Accelerator upon commencement of their first full Sales Quarter at Infoblox or in the new role/territory. For example, if an employee is hired or enters a new role/territory on March 17^th and his/her region’s Sales Quarter is February, March, and April then they first become eligible for the Quarterly Commission Accelerator in the Sales Quarter commencing on May 1st. The sales person must be employed by Infoblox and in the role/territory for the entire Sales Quarter to qualify for the Quarterly Commission Accelerator and payout for the Sales Quarter. For example, an SE who changes from supporting 1 rep to 2 reps would be considered a territory change. The Quarterly Commission Accelerator is generally paid the last day of the month following the close of the Sales Quarter. For example, the Quarterly Commission Accelerator for a Sales Quarter covering February, March, and April is paid out the last day of May. Details can be found in the Plan Participant’s Quarterly Quota Agreement. Under the Quarterly Commission Accelerator, the quarterly attainment percentage above 100% of quota or minimum Adjusted Bookings is multiplied by 2 or 1.5. The Accelerator Types, quota, and minimum Adjusted Bookings requirements are described below.

2x Quarterly Commission Accelerator Example

The minimum Adjusted Bookings requirement for the 2x Quarterly Commission Accelerator is achieved, because the sales rep has a $800K quota. If 106.25% of quota for the quarter is achieved, then 106.25% of the Quarterly Commission Target is paid as the quarterly base commission. An additional 6.25% is paid out as a Quarterly Commission Accelerator. 6.25% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 112.50% (106.25% + 6.25%) attainment percentage is applied instead of 106.25%.

Example:

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$850,000
Quarterly Quota	$800,000
Quarterly Attainment Percentage	106.25% = $850,000/$800,000x100%
Base Commission Payment	$26,562.50
Quarterly Accelerator	$1,562.50 = 6.25% x $25,000

1.5x Quarterly Commission Accelerator Example 1

The minimum Adjusted Bookings requirement for the 1.5x Quarterly Commission Accelerator is achieved, because the sales rep has a $500K quota. If 110.0% of quota for

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the quarter is achieved, then 110.0% of the Quarterly Commission Target is paid as the quarterly base commission. An additional 5.0% is paid out as a Quarterly Commission Accelerator. 5.0% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 115% (110.0% + 5.0%) attainment percentage is applied instead of 110.0%.

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$550,000
Quarterly Quota	$500,000
Quarterly Attainment	110.0% = $550,000/$500,000x100%
Base Commission Payment	$27,500
Quarterly Accelerator	$1,250 = 5.0%x $25,000

1.5x Quarterly Commission Accelerator Example 2

The minimum Adjusted Bookings requirement for the 1.5x Quarterly Commission Accelerator is achieved, because the sales rep has achieved more than $500K in minimum Adjusted Bookings and their quota is below $500K. If 150% of quota for the quarter is achieved, then 150% of the Quarterly Commission Target is paid as the quarterly base commission. When the quota is below $500K, the Quarterly Commission Calculator is calculated off of the attainment percentage above the minimum Adjusted Bookings rather than the quota. An additional 10% is paid out as a Quarterly Commission Accelerator. 10% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 160% (150% + 10%) attainment percentage is applied instead of 150%.

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$600,000
Quarterly Min Adjusted Bookings	$500,000
Quarterly Quota	$400,000
Quarterly Attainment	150% = $600,000/$400,000x100%
Base Commission Payment	$37,500
Quarterly Attainment Against
Quarterly Min Adjusted Bookings	$600,000/$500,000 = 120%
Quarterly Accelerator	$2,500 = 10% x $25,000

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For Account Executives:

Quarterly Quota	Accelerator Type	Requirement
$0K-$499K	1.5x	For Account Executives with quotas less than $500K, a $499K minimum Adjusted Bookings for the quarter is required to qualify for the Quarterly Commission Accelerator. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $500K.
$500K-$799K	1.5x	For Account Executives with quotas between $500K and $799K, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
$800K+	2x	For Account Executives with a $800K+ quota, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.

For Systems Engineers:

No. of Reps Supported	Quarterly Quota	Accelerator Type	Requirement
1	$0K-$499K	1.5x	For Systems Engineers supporting one Account Executive with quota less than $500K, a minimum of $500K Adjusted Bookings is required to qualify for the Quarterly Commission Accelerator. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $500K.
1	$500K-$799K	1.5x	For Systems Engineers supporting one Account Executive with quota between $500K and $799K, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
1	$800K+	2x	For Systems Engineers supporting one Account Executive with a $800K+ quota, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
2	$0K-$999K	1.5x	For Systems Engineers supporting two Account Executives with combined quotas less than $1M, a minimum Adjusted Bookings of $1M is required. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $1M.
2	$1M-$1.599M	1.5x	For Systems Engineers supporting two Account Executives with combined quotas greater or equal to $1M but less than $1.599M, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
2	$1.6M+	2x	For Systems Engineers supporting two Account Executives with combined quotas greater or equal to $1.6M, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
3	$0K-$1.499M	1.5x	For Systems Engineers supporting three Account Executives with combined quotas less than $1.499M, a minimum Adjusted Bookings of $1.5M is required. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $1.5M.
3	$1.5M-$2.399M	1.5x	For Systems Engineers supporting three Account Executives with combined quotas greater or equal to $1.5M but less than $2.399M, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
3	$2.4M+	2x	For Systems Engineers supporting three Account Executives with combined quotas greater than or equal to $2.4M, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.

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For Opportunity Development Reps & Manager and Professional Services:

Quarterly Quota	Accelerator Type	Requirement
Any	2x	For Opportunity Development Reps and Manager and Professional Services, a 2x Quarterly Commission Accelerator is applied to the combined attainment percentage above 100% quota achievement.

For Sales Management (Regional Sales Managers and Regional Systems Engineering Managers)

Quarterly Quota	Accelerator Type	Requirement
Any	3x	For Sales Management (Regional Sales Managers and Regional Systems Engineering Managers) there are no Adjusted Bookings minimums. A 3x Quarterly Commission Accelerator is applied to the attainment percentage above 100% quota achievement.

For Sales Management (EVP Global, GEO VPs and Sales Operations)

Quarterly Quota	Accelerator Type	Requirement
Any	4x	For Sales Management (EVP GLOBAL and GEO VPs, and Sales Operations there are no Adjusted Bookings minimums. A 4x Quarterly Commission Accelerator is applied to the attainment percentage above 100% quota achievement.

International Plan Participants

Quota targets for all Plan Participants are specified in US Dollars. International commission calculations are performed and paid in local currency. This supersedes any prior agreement between the employee and Infoblox.

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Calculation and Payment

Payments based on Shippable Bookings will be paid the last day of the month following the close of the commission month in which the Shippable Booking arose. For example, payments based on Shippable Bookings in January are generally made the last day of February. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below.

Adjustments

Each Plan Participant is responsible for notifying his/her manager of any discrepancies (whether underpayment or overpayment) in his/her monthly payment within 15 days of receipt of payment. Requests for adjustments to payment must be communicated in writing. If after consideration by the manager, an adjustment is deemed necessary, approval is required by the Executive Vice President of Global Operations. Corporate Finance shall make an appropriate adjustment to payment as soon as administratively practical.

Reversal and Recovery of Payments

Infoblox wants to ensure that Plan Participants recognize the importance of not only receiving product orders, but the importance of getting paid for product orders; therefore commission on an order is not considered earned until payment is received from the customer. Infoblox Finance will seek to notify the Plan Participant when an invoice is 45-60 days old. Infoblox Finance will use reasonable efforts to collect payment for past due invoices. As part of Plan Participant’s duties, Plan Participant will provide reasonable assistance to Infoblox Finance in order to collect payments for past due invoices. If payment of a sale transaction is not received by Infoblox within 90 days of the scheduled payment date and/or is deemed uncollectible by the Infoblox Finance Department, the overpayments previously paid by Infoblox for the transaction will be deducted at the Account Executive’s base commission rate used in calculating the original payment before the effects of any accelerators or bonus amounts, provided the Account Executive has an active status with the company. If payment from the customer is subsequently received, the Plan Participant will receive repayment of 100 percent of the previously deducted amount, provided the Account Executive has an active status with the company at the time of payment and the commission is otherwise considered earned.

Payments are subject to charge back or offsetting credits for returns or other adjustments to the extent that payments received are refunded or credited back to the customer. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below.

Overpayment

Corrections due to overpayment will be recovered from subsequent payments. Amounts due to Infoblox from a Plan Participant as a result of an overpayment correction shall be repaid immediately to Infoblox or Infoblox shall have the right to deduct such amounts from any future

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payments to Plan Participant. In case of termination, if there is a remaining amount due to Infoblox, then the balance may be deducted from Plan Participant’s final check (including salary, commissions, bonus and accrued, but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee will be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

By participating in the Plan, each Plan Participant hereby consents and authorizes Infoblox to deduct any amounts that may be due or become due to Infoblox from any future payments to Plan Participant until all amounts are fully repaid.

Change or Inheritance of Territory

New Hires

In the instance where a new sales person inherits a territory, they will inherit all quota, bookings, pipeline, rebooks, and debooks from their new territory beginning the month of his/her territory initiation. This is described in the Commissions section above.

Change of Territory

A change in territory will not affect payment deductions for previous payments relating to the former territory. Infoblox will continue to deduct all debooks and adjustments relating to previous payments from subsequent payments to the Plan Participant. The deductions will be at the same rate at which the original payment was calculated.

If Plan Participant’s territory is changed, Plan Participant will continue to be credited for bookings received by Infoblox prior to the territory change for purposes of calculating payments. Any new bookings and rebookings for Plan Participant’s new territory which are received by Infoblox after the territory change takes effect will be credited to Plan Participant. Any new bookings and rebooks for territory removed from Plan Participant which are received by Infoblox after the Plan Participant’s territory change goes into effect will not be credited to Plan Participant.

Termination of Employment

The Plan Participant must have active employment with the company at the time of customer payment and for a commission to be considered earned; no commission may be earned after Plan Participant withdraws or is removed from the Sales Compensation Plan, whether due to reassignment, voluntary or involuntary termination from Infoblox, or any other reason.

If the Plan Participant is terminated during the first month of employment, commissions will not be paid. Last day of active employment or termination date is defined as the last day Plan Participant is present on the job and covered under the Plan. It shall not include vacation, compensatory or severance periods.

If a Plan Participant converts from full time to part-time Company service, commissions will be paid to the employee on a pro-rata basis based upon the Plan Participant’s number of hours worked.

The Plan Participant will receive payment for all commissions earned and unpaid as of the termination date.

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A final commission check will be issued within 60 days after the end of the month in which employment ends, and shall be subject to permitted adjustment, to include without limitation overpayments, expense vouchers, and other relevant adjustments. The final commission payment will include bookings for sales to VARs or End Users prior to the termination date that are paid within 45 days of the termination date. In addition, the final commission payment will include bookings for sales to distributors that are reported as sold thru prior to the termination date on a distributor POS report received by Infoblox within 45 days after the termination date.

Previous commission advances for products sold to distributors are not considered “earned” until reported on a POS report and could be charged back at the time of termination.

In the event of termination, Plan Participant will receive credit for bookings only through the date of termination. Achievement of Quota for calculating commissions, Accelerators and other applicable payments will be based on the Plan Participant’s full Quota for the month and Sales Quarter. The Plan Participant’s commission target for the last month worked will be prorated based on the number of days worked during the month. For example, if Plan Participant’s last day of employment with Infoblox is June 15, he/she would receive bookings credit through June 15 and would not receive credit for orders booked on or after June 16. Plan Participant’s full June quota would apply for the month and Plan Participant’s commission target for the month of June would be 50% of the commission target set forth in the Quota Agreement. In order to be eligible for a Quarterly Bonus, Plan Participant must be employed by Infoblox when the Quarterly Bonus is paid.

Leave of Absence:

Plan Participants on approved leave of absence, including temporary disability or statutory family leave and worked for less than 30 business days during the month or year which the commission applies to, will receive credit for bookings only through the start date of the leave of absence. Achievement of Quota for calculating commissions, Quarterly Bonus and Accelerators will be based on the Plan Participant’s full Quota for the month and Sales Quarter. Plan Participant would remain eligible for full Quarterly Bonus and Accelerator payments if achieved based on bookings through the start date of the leave absence, however, the Plan Participant’s commission target for the last month worked will be prorated based on the number of days worked during the month. For example, if Plan Participant’s last day before a leave of absence is June 15 he/she would receive bookings credit through June 15 and would not receive credit for orders booked on or after June 16. Plan Participant’s full June quota would apply for the month and Plan Participant’s commission target for the month of June would be 50% of the commission target set forth in the Quota Agreement.

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Evaluation Equipment:

Customer Evaluation Units

Infoblox may provide product units for customer evaluation use. Plan Participant is responsible for tracking the product units that Plan Participant requests or that are otherwise placed in customer accounts managed by Plan Participant until purchased or returned to Infoblox. All product evaluation units returned to Infoblox must first be issued an RMA number and shipped to the RMA address provided by Infoblox.

As a part of his/her job responsibilities, Plan Participant is required to submit monthly reports listing the location and status of all evaluation units requested by the Plan Participant or otherwise placed in customer accounts managed by Plan Participant.

If any product evaluation units for which Plan Participant is responsible are lost or unaccounted for, Infoblox may deduct the replacement value of such units from Plan Participant’s payment. Upon voluntary or involuntary termination from Infoblox, Plan Participant is responsible to return or account for all evaluation units. If for any reason these units are not returned or confirmed at a customer site, Plan Participant shall be responsible for the replacement value of such equipment and Infoblox may deduct such amounts from Plan Participant’s final check (including salary, commissions, bonus and accrued but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee may be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

Internal Units

Infoblox may provide Systems and Professional Services Engineers with internal product units for testing and demo purposes. Plan Participant is responsible for the product units issued to him/her; this includes retaining the product units in their possession, and returning the product units upon request by Infoblox. Internal SE units may not be loaned out to channel partners or customers for evaluation purposes. The Customer Evaluation process must be used if a product unit is to be sent to, or left in the possession of a customer. As a part of his/her job responsibilities, Plan Participant is required to submit monthly reports listing the status of all internal product units issued to Plan Participant.

If any internal product units issued to Plan Participant are lost or unaccounted for, Infoblox may deduct the replacement value of such units from Plan Participant’s payment. Upon voluntary or involuntary termination from Infoblox, Plan Participant is responsible to return or account for all internal product units issued to Plan Participant. If for any reason these units are not returned in accordance with Infoblox’s directions, Plan Participant shall be responsible for the replacement value of such equipment and Infoblox may deduct such amounts from Plan Participant’s final check (including salary, commissions, bonus and accrued, but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee may be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

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(Non Global) Bookings Split Policy

The policy below is effective provided that significant sales or system engineering effort has been extended by each participant.

When two or more Plan Participants share responsibility for a sales transaction and it is mutually agreed that a portion of the total bookings will be apportioned to each sales person involved in the sale, a remap request should be submitted through SF.com. The cumulative split % should not exceed 100% of the original commission unless approved by the Executive Vice President of Global Operations and CEO. Commission will be paid to each individual involved in the split based on normal commission payment terms.

Credit will be split by two or three reps based on the following:

Decision (50%) – Can be split into 25%/25%

Local Purchase and/or Support (25%)

Location/Shipping Address of Implementation (25%)

Global Account Split Policy

Same as the Non Global Booking Split Policy. All products shipped internationally should be shipped through Infoblox’s international channels. Products shipped without notification will result in 100% of the commission being allocated to the country where the product is shipped.

Commission Mapping Process

Monthly Deadline: First business day after the end of the month

Remap Types:

• Remaps

• Splits

Process:

• Sales must do a weekly review of the bookings report to ensure that the orders are correctly assigned to them. They should also ensure that orders are not missing or inaccurate.

• Account Executives must submit any remap requests through Salesforce.com by the monthly deadline.

• Any requests submitted after the deadline will not be accepted.

Bookings Errors

Sales management can correct errors in booking credit. Each Plan Participant and manager involved in the bookings adjustment must be notified of the adjustment before it

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occurs. An e-mail notification is acceptable in place of signatures. Commission will be adjusted to each Plan Participant involved based on normal commission payment terms. Requests for changes need to be submitted within 90 days of the commission recognition. Only orders of $10,000 or more will be considered for adjustment if the request is made within this 90-day limit. After 90 days, no orders will be considered for adjustment.

Special Incentives

Employees eligible for special incentives, such as accelerator bonuses, SPIFFs, and incentives for specific activities (e.g. President’s Club, trips, and prizes), will be identified in writing before the beginning of the Plan Participant’s Sales Quarter. Additional terms and requirements may apply to such special incentives.

SPIFFs

Spiffs are periodic sales contests that provide an opportunity to earn additional compensation above and beyond the basic commission plan. Sales management will announce spiffs throughout the year as appropriate. Plan Participants must be actively employed with Infoblox at the time of award to be eligible for the incentive payment.

Quarterly Bonus

Account Executives, Systems Engineers, Opportunity Development Reps and Manager, Sales Management, and Sales Operations are eligible for the Quarterly Bonus. The Quarterly Bonus is based on Infoblox’s fiscal quarters and not on the Plan Participant’s Sales Quarters. New hires or sales people moving into a new role/territory become eligible for the Quarterly Bonus upon commencement of their first full Infoblox fiscal quarter of employment at Infoblox or in the new role/territory. For example, if an employee is hired or enters a new role/territory on March 17^th they first become eligible in the fiscal quarter commencing on May 1^st. The sales person must be employed and in the role/territory during the entire fiscal quarter to be eligible for the Quarterly Bonus. The Quarterly Bonus is generally paid the last day of the month following the month the bonus was achieved. For example, if the bonus is based on achieving a mid fiscal quarter target (e.g. mid-September) then the payout will be the end of October. Details can be found in the Quarterly Quota Agreement.

The Quarterly Bonus criteria are to be determined by the Executive Vice President of Global Operations. These are communicated in the Quarterly Quota Agreements.

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EX-10.17

Exhibit 10.17

FY 2012 World Wide Sales

Compensation Plan

For

Account Executives, Opportunity Development Representatives, Opportunity Development Manager,

Systems Engineers, Sales Management, SE Management, Professional Services, and Sales Operations

August 1, 2011

PLAN PROVISIONS

This Plan supersedes all previous compensation plans. Nothing in this Plan or the administration of the Plan will affect Infoblox’s At-Will-Employment policy. This Plan shall not be construed to create a contract of employment for a specific time period between Infoblox and participants in the Plan.

The Plan may be modified or terminated at the sole discretion of Infoblox at any time, to be effective upon written notice of modification(s) to the participant. The Executive Vice President of Global Operations or CEO will adjust monthly or quarterly bookings goals based on new hires and territory changes.

The Plan is not effective, and no payment will be made, until both the Plan Participant and Infoblox have accepted this Plan in writing.

PLAN ACCEPTANCE

I acknowledge that I have read and understood all of the Infoblox FY 2012 Worldwide Sales Compensation Plan. I agree to adhere to and be bound by the terms and conditions of the Plan. Since no plan can account for all variations or foresee all possible situations, the Plan may be modified or interpreted from time-to-time. The final determination of any amounts due under this plan as well as the resolution of any disputes, vagaries, or interpretations shall be with the Executive Vice President of Global Operations and the CEO. The Executive Vice President of Global Operations and CEO retain final authority regarding the interpretation of this plan.

All the information contained in this document is considered confidential and proprietary information of Infoblox.

Acceptance by Plan Participant:	Acceptance by Infoblox Inc.:
Signature
	Mark Smith, EVP Global Operations
Name (print)
Date	Date

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GENERAL PROVISIONS

Effective Date

This World Wide Sales Compensation Plan (the “Plan”) is effective August 1, 2011 or the Plan Participant’s start date (whichever is later). The Plan will remain in full force and effect until July 31, 2012. The Plan may be terminated before that date if the Plan Participant ceases to be employed by Infoblox, or the Plan is cancelled by the Executive Vice President of Global Operations or CEO and superseded by a new approved plan.

Amendment

Infoblox reserves the right to modify at any time the Plan, including performance goals, territory/account assignment and quotas by furnishing each participant with written notice of the changes. The Executive Vice President of Global Operations or CEO must approve plan changes in writing. No amended incentive compensation payments will be made until the Executive Vice President of Global Operations signs the goal changes. Goal changes will generally be made in advance of the date they are to take effect. Retroactive adjustments back to the first day of the month, quarter or fiscal year may sometimes be necessary. All changes are effective based on bookings dates for products and services, as defined by this document.

Further, Infoblox reserves the right to review and modify goals, performance and territory assignments by furnishing each participant with a notice of the changes. An email memo is an acceptable way to communicate these changes.

Exceptions

The Executive Vice President of Global Operations or CEO must approve any and all exceptions to the Plan.

Final Authority

For issues not specifically addressed in this Plan including extraordinary circumstances, interpretations of the Plan, and for all matters of administration of the Plan, including any modifications of the Plan, the Executive Vice President of Global Operations and CEO shall have sole and final authority.

Eligibility

Infoblox management may, in its sole discretion, grant certain employees participation in the Plan. Participation in the Plan will be valid only if the employee and the supervising Executive Vice President of Global Operations, or his/her designee has duly executed a “World Wide Sales Compensation Plan” and “Quota Agreement”. The Plan Participant’s signatures on these documents are an acknowledgement by Plan Participant that he/she has received and agrees to all the provisions and documents of the Plan and Agreement.

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Plan Participants have thirty (30) days to sign and return the World Wide Sales Compensation Plan and Quota Agreement. The Plan Participant will be ineligible to receive quarter end commission payments until the documents are signed and returned to Infoblox.

Plan Participants are not eligible to participate in any other non-sales based bonus or incentive plan of the Company unless specifically stated by the CEO. Plan Participants are eligible for the employee referral program.

Infoblox management may, with written approval from the Executive Vice President of Global Operations and CEO in their sole discretion, prorate goal assignments and commission payments based upon the following employee service criteria:

• Hire date during a Plan period

• Transfers in and out of sales positions during a Plan period

• Terminations during a Plan period

• Leave of Absence

No Contract of Employment

Nothing in this Plan shall be construed to imply a contract of employment for any specific period between Infoblox and the Plan Participant. Employees participating in the Plan remain employees “at-will” (unless otherwise expressly stated in an employment contract signed by Infoblox and the Plan Participant) and nothing in this Plan or the way that it is administered will negate Infoblox’s at-will employment policy. Infoblox reserves the right to terminate any participant’s employment or participation in this Plan at any time with or without cause.

Escalation Process

Questions or issues regarding these practices and policies should be directed in writing to the department manager, with the Executive Vice President of Global Operations and CEO acting as final authority. An email memo is an acceptable form of communication in this case. Outline the problem, the root cause, the scope/impact, the individuals affected and possible solutions.

Ethical and Legal Standards

Plan Participants are required at all times to comply with the Infoblox Code of Business Ethics and Conduct and all other Infoblox policies. In accordance with Infoblox’s employee policies, no Plan Participant shall pay, offer to pay or give any of his/her incentive compensation or any other money to any agent, customer or representative of the customer or any other person as an inducement or reward for assistance in making a sale.

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Gifts and entertainment above a nominal amount shall not be given to customers, agents or representatives except in accordance with current Infoblox policies and procedures.

No Plan Participant or other Infoblox employee shall enter into any understanding, agreement, plan or scheme, expressed or implied, formal or informal, with any competitor in regard to prices, terms or conditions of sales, distribution, territories or customers, nor exchange or discuss in any matter with a competitor prices, terms and conditions or sale or any other conduct which in the opinion of Infoblox’s legal counsel, violates any of the anti-trust and/or trade regulation and/or trade practices.

No Plan Participant or other Infoblox employee shall enter into any side letters or arrangements, memorandums and/or any other forms of formal or informal agreements (“side deals”), written or verbal, that amend the terms and conditions of the original customer contracts without the approval from the Executive Vice President of Global Operations and CEO.

No Plan Participant or other Infoblox employee shall enter into any side letters or arrangements, memorandums and/or any other forms of formal or informal agreements (“side deals”), written or verbal, to authorize the extension of payment terms set forth in the original customer contracts without the approval from the CFO.

Any infraction of this policy, or of ethical business standards, will subject a Plan Participant to disciplinary action (including possible termination) and revocation of any incentive compensation as provided by this or any other plan to which the Plan Participant would otherwise be entitled.

COMPENSATION AND PAYMENTS

Goal Assignment (Quota)

Each Plan Participant will be assigned a specific commissionable bookings goal for his/her territory, which may consist of a geographic area, an industry segment, and/or specific global accounts. The bookings goal/quota is set forth in the Plan Participant’s Quarterly Quota Agreement and should be approved by the Plan Participant and his/her manager at the beginning of each quarter and every year on the sales year beginning August 1^st, 2011. During the fiscal year, goal assignments or account changes based on changing conditions may be made by the Executive Vice President of Global Operations.

Infoblox reserves the right to review and revise territories and quota. Infoblox will endeavor to revise allocations in a manner that results in a fair remuneration for the affected participants. In addition, Infoblox reserves the right to review and adjust payment percentages when reallocating a territory.

The bookings goal assigned to each Plan Participant reflects Infoblox’s assessment of the level of business which is attainable and which is consistent with the company’s growth objectives. The goal reflects identified business opportunities and judgment for unknown business opportunities, the sum of which, if achieved, would be regarded as expected

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performance. A Plan Participant’s previous performance and experience is also reflected in the assigned goal. Changes to the organizational structure, assignments or territory responsibilities as a result of business conditions, may require modifications to bookings goal and commissions structure. Any such modifications affecting Plan Participant will be communicated to Plan Participant in writing.

Goals will be assigned as a quarterly target based on the Plan Participant’s Sales Quarter. The Sales Quarter for each Plan Participant will be designated in the Plan Participant’s Quarterly Quota Agreement and may not follow the Infoblox fiscal quarter or calendar quarter, and may differ depending on the Plan Participant’s Sales Region. For monthly goal assignment, the quarterly goal will generally be broken down in the following manner.

Month 1 = 33% of quarterly goal

Month 2 = 33% of quarterly goal

Month 3 = 34% of quarterly goal

While Infoblox will attempt to maintain goals and target payment percentages, Infoblox makes no guarantee, either implied or expressed, that goals and percentages will not change. Percentages and target compensation will be subject to adjustment any time a goal or quota is modified.

Definitions

Earned commissions will be based on Adjusted Bookings.

Adjusted Bookings used for calculating commissions is derived as follows:

All Shippable Bookings

Less: All holds, including credit, sales, contracts, cancelled services, customer requested, and pricing discrepancies, at the end of the current month

Plus: All holds, including credit, sales, contracts, customer requested, and pricing discrepancies, taken off hold by the end of the previous month

Less: Credit orders booked, including credit/rebills, rebates, and referral fees.

Less: AR collection adjustments

Less: Reimbursed travel expenses included on invoice

Less: Previously shippable bookings which are no longer shippable.

Plus/Less: Other bookings adjustments.

= Adjusted Bookings / Commissionable Total

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Shippable Bookings:

Infoblox will make commissions payments monthly based on Shippable Bookings for the previous month. After calculation of Adjusted Bookings, Infoblox may deduct adjustments and chargebacks from subsequent payments as described below in “Reversal and Recovery of Payments” and “Overpayments”. To be considered a Shippable Booking, an order must meet all of the following requirements:

• P.O. must be clean (i.e. no contractual or revenue problems), dated and received within commission period and must be shippable and billable immediately.

• For products, P.O. must be shippable and billable immediately. If a future ship or billing date is requested, the order will be booked at that time.

• For support services, P.O must be complete and accurate and not subject to any holds as described below.

• For Professional and Training services, the order will be considered a Shippable Booking at invoicing for delivered services.

• Must have Net 30 day payment terms or within terms of the customer’s contractual obligation

• Product/service is on the current published price list and shippable at the time of the booking

• Beta product orders are not commissionable

• Contract executed, when applicable

• Order must not have any non-standard terms or contingencies, verbal or otherwise, such as extended payment terms, acceptance, rights of return, verbal agreements for future deliverables, or any other non-standard term or contingency that would delay revenue recognition. Exceptions will require completion of a Salesforce.com case and appropriate approvals by Sales Management, Finance and the CEO.

• Orders must be off credit hold, customer hold, sales hold and/or contract hold at month end

• Orders submitted that are cancelled or changed after the end of the month, will not count against the time period they were entered (see reversals against bookings section below)

• All sales must be non-refundable

Holds:

An order that has an attached hold will not be considered a Shippable Booking. The most common holds are as follows:

• Over Credit Limit and Credit Past Due holds are financial holds that include the customer being over their credit limit, having no credit and/or has an invoice over 45 days old

• Customer holds are defined as customer requests for deferred shipment dates or that the product not ship until further instructed (i.e., not immediately shippable and billable).

• Contract holds are attached when fully executed copies of all required contract documents have not been received.

• Price holds are holds resulting from the pricing on the PO not having proper approval.

• There may be other holds attached by Infoblox for non-financial reasons.

• Contracts for extended support and maintenance (for periods beyond 12 months) must be payable generally within 30 days for the entire extended period (amounts cannot be payable in installments).

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Credit Orders:

Credit orders are returns that do not have an attached advanced replacement. Returns of product will be deducted from payments to Plan Participant based on the date that an RMA is opened. Credit/Rebills are processed when the pricing on the customer’s order is later adjusted. The adjustments to bookings will be made when the Credit/Rebill order is entered.

A/R Collection Adjustments:

Accounts receivable invoices, which are over 90 days past due and are open will be deducted from subsequent payments. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below. Any other payment adjustment will also be adjusted against subsequent payments. AR collection adjustments or other debooks occur at the end of each Infoblox fiscal quarter.

Other Bookings Adjustments:

These are adjustments that reflect changes that occur to bookings prior to shipment. For example, a Customer may increase or decrease the quantity of the original order.

Financing Arrangements:

Orders subject to non-standard financing terms and conditions (whether provided by Infoblox or third parties) may result in a delay in booking or adjustment to booking. The effect of non-standard financing terms and conditions will be determined on a case by case basis and the Plan Participant will be notified of the resulting effect on bookings for the order.

Distributor Stocking Orders:

Stocking orders to Distributors (including Securematics) are not considered Shippable or Adjusted Bookings for field sales (i.e. Regional Directors, Regional SE Managers, Sales Reps, SEs, and ODRs) until Infoblox receives confirmation that the Distributor has shipped the product to the VAR or End User.

Commission

Commissions are calculated as attainment percentage multiplied by the commission target. Attainment percentage is calculated as Adjusted Bookings divided by quota, multiplied by 100. Commissions are generally paid on the last day of the month following the close of the commission month. For example, November commissions are paid out on the last day of December. December commissions are paid out on the last day of January. January commissions are paid out on the last day of February.

New hires inherit the full quota and full bookings starting in the first month they are employed. For example, an Account Executive with a 9/15 employment start date gets the full bookings for the full months of September and October (9/1-10/31). The Account Executive also gets the full quota for the full months of September and October (9/1-10/31). The quarterly commission target for the first quarter is pro-rated based on the number of days remaining in the quarter after employment start date.

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Account Executives

Commission is calculated using attainment percentage for the Account Executive’s territory.

Commission Calculation Example for Account Executives

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings	$650,000
Quarterly Quota	$600,000
Quarterly Attainment	108.33% = $650,000/$600,000 x 100
Quarterly Commission	$27,083 = 108.33% x $25,000

Commission Calculation Example for Account Executives during First Quarter

Quarter	8/1-10/31
Hire Date	9/15
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Pro-Rated Quarterly Comm Target	($25,000 / 92 days) * 46 days = $12,500
Quarterly Adjusted Bookings	$420,000 (bookings from 9/1 through 10/31)
Quarterly Quota for Territory	$600,000
Quarterly Quota (For months on board)	$402,000 = $198,000 (September) + $204,000 (October)
Quarterly Attainment	104.47% = $420,000/$402,000 x 100
Quarterly Commission	$13,059 = 104.47% x $12,500

Systems Engineers

Commission is calculated using the attainment percentage of the Account Executive(s) supported and/or mapped regional quota. Please refer to the Quarterly Quota Agreement for the regional and/or Account Executive(s) mapping.

If the Systems Engineer supports one Account Executive, they must achieve 100% of the Account Executive’s quota in order for the Systems Engineer to be paid 100% of his/her commission target.

If the Systems Engineer supports two Account Executives, they must achieve 90% of the combined Account Executives’ quotas in order for the Systems Engineer to be paid 100% of his/her commission target.

If the Systems Engineer supports three or more Account Executives, they must achieve 85% of the combined Account Executives’ quotas in order for the Systems Engineer to be paid 100% of his/her commission target.

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If the Systems Engineer’s commission is mapped to a regional quota, 100% of the regional quota must be achieved in order for the Systems Engineer to be paid 100% of his/her commission target.

Commission Calculation Example for North American Systems Engineers

Reps Supported:	2
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings for Rep # 1	$650,000
Quarterly Adjusted Bookings for Rep # 2	$625,000
Combined Quarterly Adjusted Bookings	$1,275,000 = $625,000 + $650,000
Quarterly Quota for Rep # 1	$600,000
Quarterly Quota for Rep # 2	$600,000
Combined Weighted Territory Quota	$1,080,000 = ($600,000 + $600,000) x .9
Combined Quarterly Attainment	118.05% = $1,275,000/$1,080,000 x 100
Quarterly Commission	$29,513.88 = 118.05% x $25,000

Professional Services

New Hires:

New hires will get the current number of hours quota. As of August 1, 2011, the hours quota for NAM is 112 hours billable per month, and hours quota for EMEA is 107 hours billable per month. Quotas for new hires will be prorated based on the number of days worked during the first month, or alternatively the PS Manager may provide billable hours for the first month/quarter based on expected ability to bill for the month/quarter. The individual billable hours for new hires will be added to the group quota total.

Commission:

Base commissions are calculated as overall attainment percentage multiplied by the individual commission target. Overall attainment is calculated as the average of individual attainment and group attainment. Individual Attainment percentage is calculated as the individual billed hours divided by the total individual hour target, multiplied by 100. Group Attainment percentage is calculated as the group billed hours divided by the total group hour target, multiplied by 100. Commissions are generally paid on the last day of the month following the close of the commission month. For example, November commissions are paid out on the last day of December. December commissions are paid out on the last day of January. January commissions are paid out on the last day of February.

Definition of Billable Hours

Offsite and onsite project delivery directly billable to the engagement. This specifically excludes travel, training, PTO, warranty work, non-billable prep time, and administrative

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time. In the Project Structures section of Replicon, the system we use to track Professional Service time sheets, only the “Offsite Project Delivery” and “Onsite Project Delivery” categories are considered billable hours. Other tasks like “Travel”, “Pre Sales”, “Warranty Delivery”, “Project Management”, and “Project Research” may not be used in calculations of billable hours.

If a PS engagement is completed early, full credit will be received for the billable hours. For example, if a 10 day bundle project is completed in 8 days and the full 10 day bundle is billed, credit will be received for the 10 days.

Exceptions

• On an exception basis, the Executive Vice President of Global Operations or Field VP may pre-approve “Warranty Delivery” or “Customer Satisfaction” projects as billable hours.

PS Commission Calculation Example:

Quarterly Commission Target	$	4,000
Individual Billed Hours Achieved		339
Individual Hour Target		336
Individual Attainment %		101	%
Group Billed Hours Achieved		1,667
Group Hour Target		1,620
Group Attainment %		103	%
Overall Attainment %		102	%
Base Commission	$	4,076

Payment Schedule

• Base commissions are paid the last day of the month following the commission month. For example, commissions for August are paid on the last day of September.

• Quarter end commissions, accelerators, and bonuses are paid out the last day of the month following the end of the Fiscal Quarter.

Quarterly Commission Accelerator:

The Quarterly Commission Accelerator increases the attainment percentage that is applied to the amount of overall attainment (i.e., the average of the individual attainment and group attainment) that is over and above 100% of the billed hours target.

New hires or Professional Services Engineers moving into a new role/territory become eligible for the Quarterly Commission Accelerator upon commencement of their first full Fiscal Quarter at Infoblox or in the new role/territory. The Professional Services Engineer must be employed by Infoblox and in the role/territory for the entire Fiscal Quarter to qualify for the Quarterly Commission Accelerator and payout for the Fiscal Quarter. The Quarterly Commission Accelerator is generally paid the last day of the month following the close of the Fiscal Quarter.

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For Professional Service Engineers and Manager, a 2x Quarterly Commission Accelerator is applied to the overall attainment above the billed hours target.

Opportunity Development Reps

North America

North America ODRs’ commission is tied half to the combined attainment percentage for the Account Executives they support and half to attainment of their individual point quota. Commission is calculated as the sum of 50% of the commission target multiplied by the Account Executives’ combined attainment percentage, plus 50% of the commission target multiplied by the ODR’s individual point attainment percentage.

EMEA

EMEA ODRs’ commission is tied 15% to the combined attainment percentage for the Account Executives they support, 50% to attainment of their individual point quota based on opportunities and 35% based on meetings completed. Commission is calculated as the sum of 15% of the commission target multiplied by the Account Executives’ combined attainment percentage, plus 50% of the commission target multiplied by the ODR’s individual point attainment percentage plus 35% of the commission target multiplied by the ODR’s meetings completed total attainment percentage.

If the ODR supports one Account Executive, they must achieve 100% of the Account Executive’s quota in order for the ODR to be paid 100% of his/her bookings commission target.

If the ODR supports two Account Executives, they must achieve 95% of the combined Account Executives’ quotas in order for the ODR to be paid 100% of his/her bookings commission target.

If the ODR supports three or more Account Executives, they must achieve 90% of the combined Account Executives’ quotas in order for the ODR to be paid 100% of his/her bookings commission target.

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Commission Calculation Example for NAM Opportunity Development Reps

Reps Supported:	2
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings for Rep # 1	$650,000
Quarterly Adjusted Bookings for Rep # 2	$625,000
Combined Quarterly Adjusted Bookings	$1,275,000 = $625,000 + $650,000
Quarterly Quota for Rep # 1	$600,000
Quarterly Quota for Rep # 2	$600,000
Combined Weighted Territory Quota	$1,140,000 = ($600,000 + $600,000) x .95
Combined Quarterly Territory Attainment	111.84% = $1,275,000/$1,140,000 x 100
Point Quota	300
Point Actuals	310
Point Attainment	103.33% = 310/300 x 100
Combined Attainment	107.58% = (50% x 111.84%) + (50% x 103.33%)
Quarterly Commission	$26,896.25= 107.58% x $25,000

Commission Calculation Example for EMEA Opportunity Development Reps

Reps Supported:	2
Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Adjusted Bookings for Rep # 1	$650,000
Quarterly Adjusted Bookings for Rep # 2	$625,000
Combined Quarterly Adjusted Bookings	$1,275,000 = $625,000 + $650,000
Quarterly Quota for Rep # 1	$600,000
Quarterly Quota for Rep # 2	$600,000
Combined Weighted Territory Quota	$1,140,000 = ($600,000 + $600,000) x .95
Combined Quarterly Territory Attainment	111.8% = $1,275,000/$1,140,000 x 100
Point Quota	300
Point Actuals	310
Point Attainment	103.3% = 310/300 x 100
Meetings Completed Quota	100
Meetings Completed Actual	105
Meetings Attainment	105% = 105/100
Combined Attainment	106.9% = (15% x 111.8%) + (50% x 103.3%) + (35% x 105%)
Quarterly Commission	$26,735.25= 106.9% x $25,000

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Opportunity Development Manager

Opportunity Development Manager’s commission is tied half to attainment percentage for their region’s Quota and half to attainment percentage of the ODR team point quota.

Quarterly Commission Accelerator

For All Sales:

The Quarterly Commission Accelerator increases the attainment percentage that is applied to the Adjusted Bookings over and above 100% of quota or minimum Adjusted Bookings. The Quarterly Commission Accelerator is communicated in the Quota Agreement.

New hires or sales people moving into a new role/territory become eligible for the Quarterly Commission Accelerator upon commencement of their first full Sales Quarter at Infoblox or in the new role/territory. For example, if an employee is hired or enters a new role/territory on March 17^th and his/her region’s Sales Quarter is February, March, and April then they first become eligible for the Quarterly Commission Accelerator in the Sales Quarter commencing on May 1st. The sales person must be employed by Infoblox and in the role/territory for the entire Sales Quarter to qualify for the Quarterly Commission Accelerator and payout for the Sales Quarter. For example, an SE who changes from supporting 1 rep to 2 reps would be considered a territory change. The Quarterly Commission Accelerator is generally paid the last day of the month following the close of the Sales Quarter. For example, the Quarterly Commission Accelerator for a Sales Quarter covering February, March, and April is paid out the last day of May. Details can be found in the Plan Participant’s Quarterly Quota Agreement.

Under the Quarterly Commission Accelerator, the quarterly attainment percentage above 100% of quota or minimum Adjusted Bookings may be multiplied by 2 or 1.5 based on whether the minimum requirements are met, as described below. The Accelerator Types, quota, and minimum Adjusted Bookings requirements are described below.

If more than 70% of your total Quarterly Adjusted Bookings for the quarter are maintenance renewal bookings, you will not be eligible for the Quarterly Commission Accelerator and no Quarterly Commission Accelerator will be paid to you.

2x Quarterly Commission Accelerator Example

The minimum Adjusted Bookings requirement for the 2x Quarterly Commission Accelerator is achieved, because the sales rep has an $800K quota. If 106.25% of quota for the quarter is achieved, then 106.25% of the Quarterly Commission Target is paid as the quarterly base commission. An additional 6.25% is paid out as a Quarterly Commission Accelerator. 6.25% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 112.50% (106.25% + 6.25%) attainment percentage is applied instead of 106.25%.

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Example:

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$850,000
Quarterly Quota	$800,000
Quarterly Attainment Percentage	106.25% = $850,000/$800,000x100%
Base Commission Payment	$26,562.50
Quarterly Accelerator	$1,562.50 = 6.25% x $25,000

1.5x Quarterly Commission Accelerator Example 1

The minimum Adjusted Bookings requirement for the 1.5x Quarterly Commission Accelerator is achieved, because the sales rep has a $500K quota. If 110.0% of quota for the quarter is achieved, then 110.0% of the Quarterly Commission Target is paid as the quarterly base commission. An additional 5.0% is paid out as a Quarterly Commission Accelerator. 5.0% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 115% (110.0% + 5.0%) attainment percentage is applied instead of 110.0%.

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$550,000
Quarterly Quota	$500,000
Quarterly Attainment	110.0% = $550,000/$500,000x100%
Base Commission Payment	$27,500
Quarterly Accelerator	$1,250 = 5.0%x $25,000

1.5x Quarterly Commission Accelerator Example 2

The minimum Adjusted Bookings requirement for the 1.5x Quarterly Commission Accelerator is achieved, because the sales rep has achieved more than $500K in minimum Adjusted Bookings and their quota is below $500K. If 150% of quota for the quarter is achieved, then 150% of the Quarterly Commission Target is paid as the quarterly base commission. When the quota is below $500K, the Quarterly Commission Calculator is calculated off of the attainment percentage above the minimum Adjusted Bookings rather than the quota. An additional 10% is paid out as a Quarterly Commission Accelerator. 10% x Quarterly Commission Target = Quarterly Commission Accelerator Payout. A combined total of 160% (150% + 10%) attainment percentage is applied instead of 150%.

Annual Commission Target	$100,000
Quarterly Commission Target	$25,000 = $100,000/4
Quarterly Actuals	$600,000
Quarterly Min Adjusted Bookings	$500,000
Quarterly Quota	$400,000
Quarterly Attainment	150% = $600,000/$400,000x100%
Base Commission Payment	$37,500
Quarterly Attainment Against
Quarterly Min Adjusted Bookings	$600,000/$500,000 = 120%
Quarterly Accelerator	$2,500 = 10% x $25,000

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For Account Executives:

Quarterly Quota	Accelerator Type	Requirement
$0K-$499K	1.5x	For Account Executives with quotas less than $500K, a $499K minimum Adjusted Bookings for the quarter is required to qualify for the Quarterly Commission Accelerator. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $500K.
$500K-$799K	1.5x	For Account Executives with quotas between $500K and $799K, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
$800K+	2x	For Account Executives with an $800K+ quota, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.

For Systems Engineers:

No. of Reps Supported	Quarterly Quota	Accelerator Type	Requirement
1	$0K-$499K	1.5x	For Systems Engineers supporting one Account Executive with quota less than $500K, a minimum of $500K Adjusted Bookings is required to qualify for the Quarterly Commission Accelerator. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $500K.
1	$500K-$799K	1.5x	For Systems Engineers supporting one Account Executive with quota between $500K and $799K, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
1	$800K+	2x	For Systems Engineers supporting one Account Executive with an $800K+ quota, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the quota.
2	$0K-$999K	1.5x	For Systems Engineers supporting two Account Executives with combined quotas less than $1M, a minimum Adjusted Bookings of $1M is required. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $1M.

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2	$1M-$1.599M	1.5x	For Systems Engineers supporting two Account Executives with combined quotas greater or equal to $1M but less than $1.599M, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
2	$1.6M+	2x	For Systems Engineers supporting two Account Executives with combined quotas greater or equal to $1.6M, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
3 or more	$0K-$1.499M	1.5x	For Systems Engineers supporting three Account Executives with combined quotas less than $1.499M, a minimum Adjusted Bookings of $1.5M is required. A 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above $1.5M.
3 or more	$1.5M-$2.399M	1.5x	For Systems Engineers supporting three or more Account Executives with combined quotas greater or equal to $1.5M but less than $2.399M, a 1.5x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.
3 or more	$2.4M+	2x	For Systems Engineers supporting three or more Account Executives with combined quotas greater than or equal to $2.4M, a 2x Quarterly Commission Accelerator is applied to the Adjusted Bookings that are over and above the combined quotas.

For Opportunity Development Reps & Manager and Professional Services:

Quarterly Quota	Accelerator Type	Requirement
Any	2x	For Opportunity Development Reps and Manager and Professional Services, a 2x Quarterly Commission Accelerator is applied to the combined attainment percentage above 100% quota achievement.

For Sales Management (Regional Sales Managers and Regional Systems Engineering Managers)

Quarterly Quota	Accelerator Type	Requirement
Any	3x	For Sales Management (Regional Sales Managers and Regional Systems Engineering Managers) there are no Adjusted Bookings minimums. A 3x Quarterly Commission Accelerator is applied to the attainment percentage above 100% quota achievement.

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For Sales Management (EVP Global, GEO VPs and Sales Operations)

Quarterly Quota	Accelerator Type	Requirement
Any	4x	For Sales Management (EVP GLOBAL and GEO VPs, and Sales Operations) there are no Adjusted Bookings minimums. A 4x Quarterly Commission Accelerator is applied to the attainment percentage above 100% quota achievement.

International Plan Participants

Quota targets for all Plan Participants are specified in US Dollars. International commission calculations are performed and paid in local currency. This supersedes any prior agreement between the employee and Infoblox.

Calculation and Payment

Payments based on Shippable Bookings will be paid the last day of the month following the close of the commission month in which the Shippable Booking arose. For example, payments based on Shippable Bookings in January are generally made the last day of February. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below.

Adjustments

Each Plan Participant is responsible for notifying his/her manager of any discrepancies (whether underpayment or overpayment) in his/her monthly payment within 15 days of receipt of payment. Requests for adjustments to payment must be communicated in writing. If after consideration by the manager, an adjustment is deemed necessary, approval is required by the Executive Vice President of Global Operations. Corporate Finance shall make an appropriate adjustment to payment as soon as administratively practical.

Reversal and Recovery of Payments

Infoblox wants to ensure that Plan Participants recognize the importance of not only receiving product orders, but the importance of getting paid for product orders; therefore commission on an order is not considered earned until payment is received from the customer. Infoblox Finance will seek to notify the Plan Participant when an invoice is 45-60 days old. Infoblox Finance will use reasonable efforts to collect payment for past due invoices. As part of Plan Participant’s duties, Plan Participant will provide reasonable assistance to Infoblox Finance in order to collect payments for past due invoices. If payment of a sale transaction is not received by Infoblox within 90 days of the scheduled payment date and/or is deemed uncollectible by the Infoblox Finance Department, the overpayments previously paid by Infoblox for the transaction will be deducted at the Account Executive’s base commission rate used in calculating the original payment before the effects of any accelerators or bonus amounts, provided the Account Executive

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has an active status with the company. If payment from the customer is subsequently received, the Plan Participant will receive repayment of 100 percent of the previously deducted amount, provided the Account Executive has an active status with the company at the time of payment and the commission is otherwise considered earned.

Payments are subject to charge back or offsetting credits for returns or other adjustments to the extent that payments received are refunded or credited back to the customer. Additional provisions apply in the event of a Plan Participant’s termination of employment. See “Termination of Employment” below.

Overpayment

Corrections due to overpayment will be recovered from subsequent payments. Amounts due to Infoblox from a Plan Participant as a result of an overpayment correction shall be repaid immediately to Infoblox or Infoblox shall have the right to deduct such amounts from any future payments to Plan Participant. In case of termination, if there is a remaining amount due to Infoblox, then the balance may be deducted from Plan Participant’s final check (including salary, commissions, bonus and accrued, but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee will be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

By participating in the Plan, each Plan Participant hereby consents and authorizes Infoblox to deduct any amounts that may be due or become due to Infoblox from any future payments to Plan Participant until all amounts are fully repaid.

Change or Inheritance of Territory

New Hires

In the instance where a new sales person inherits a territory, they will inherit all quota, bookings, pipeline, rebooks, and debooks from their new territory beginning the month of his/her territory initiation. This is described in the Commissions section above.

Change of Territory

A change in territory will not affect payment deductions for previous payments relating to the former territory. Infoblox will continue to deduct all debooks and adjustments relating to previous payments from subsequent payments to the Plan Participant. The deductions will be at the same rate at which the original payment was calculated.

If Plan Participant’s territory is changed, Plan Participant will continue to be credited for bookings received by Infoblox prior to the territory change for purposes of calculating payments. Any new bookings and rebookings for Plan Participant’s new territory which are received by Infoblox after the territory change takes effect will be credited to Plan Participant. Any new bookings and rebooks for territory removed from Plan Participant which are received by Infoblox after the Plan Participant’s territory change goes into effect will not be credited to Plan Participant.

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Termination of Employment

The Plan Participant must have active employment with the company at the time of customer payment and for a commission to be considered earned; no commission may be earned after Plan Participant withdraws or is removed from the Sales Compensation Plan, whether due to reassignment, voluntary or involuntary termination from Infoblox, or any other reason.

If the Plan Participant is terminated during the first month of employment, commissions will not be paid. Last day of active employment or termination date is defined as the last day Plan Participant is present on the job and covered under the Plan. It shall not include vacation, compensatory or severance periods.

If a Plan Participant converts from full time to part-time Company service, commissions will be paid to the employee on a pro-rata basis based upon the Plan Participant’s number of hours worked.

The Plan Participant will receive payment for all commissions earned and unpaid as of the termination date.

A final commission check will be issued within 60 days after the end of the month in which employment ends, and shall be subject to permitted adjustment, to include without limitation overpayments, expense vouchers, and other relevant adjustments. The final commission payment will include bookings for sales to VARs or End Users prior to the termination date that are paid within 45 days of the termination date. In addition, the final commission payment will include bookings for sales to distributors that are reported as sold thru prior to the termination date on a distributor POS report received by Infoblox within 45 days after the termination date.

Previous commission advances for products sold to distributors are not considered “earned” until reported on a POS report and could be charged back at the time of termination.

In the event of termination, Plan Participant will receive credit for bookings only through the date of termination. Achievement of Quota for calculating commissions, Accelerators and other applicable payments will be based on the Plan Participant’s full Quota for the month and Sales Quarter. The Plan Participant’s commission target for the last month worked will be prorated based on the number of days worked during the month. For example, if Plan Participant’s last day of employment with Infoblox is June 15, he/she would receive bookings credit through June 15 and would not receive credit for orders booked on or after June 16. Plan Participant’s full June quota would apply for the month and Plan Participant’s commission target for the month of June would be 50% of the commission target set forth in the Quota Agreement. In order to be eligible for a Quarterly Bonus, Plan Participant must be employed by Infoblox when the Quarterly Bonus is paid.

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Leave of Absence:

Plan Participants on approved leave of absence, including temporary disability or statutory family leave and worked for less than 30 business days during the month or year which the commission applies to, will receive credit for bookings only through the start date of the leave of absence. Achievement of Quota for calculating commissions, Quarterly Bonus and Accelerators will be based on the Plan Participant’s full Quota for the month and Sales Quarter. Plan Participant would remain eligible for full Quarterly Bonus and Accelerator payments if achieved based on bookings through the start date of the leave absence, however, the Plan Participant’s commission target for the last month worked will be prorated based on the number of days worked during the month. For example, if Plan Participant’s last day before a leave of absence is June 15 he/she would receive bookings credit through June 15 and would not receive credit for orders booked on or after June 16. Plan Participant’s full June quota would apply for the month and Plan Participant’s commission target for the month of June would be 50% of the commission target set forth in the Quota Agreement.

Evaluation Equipment:

Customer Evaluation Units

Infoblox may provide product units for customer evaluation use. Plan Participant is responsible for tracking the product units that Plan Participant requests or that is otherwise placed in customer accounts managed by Plan Participant until purchased or returned to Infoblox. All product evaluation units returned to Infoblox must first be issued an RMA number and shipped to the RMA address provided by Infoblox.

As a part of his/her job responsibilities, Plan Participant is required to submit monthly reports listing the location and status of all evaluation units requested by the Plan Participant or otherwise placed in customer accounts managed by Plan Participant.

If any product evaluation units for which Plan Participant is responsible are lost or unaccounted for, Infoblox may deduct the replacement value of such units from Plan Participant’s payment. Upon voluntary or involuntary termination from Infoblox, Plan Participant is responsible to return or account for all evaluation units. If for any reason these units are not returned or confirmed at a customer site, Plan Participant shall be responsible for the replacement value of such equipment and Infoblox may deduct such amounts from Plan Participant’s final check (including salary, commissions, bonus and accrued but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee may be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

Internal Units

Infoblox may provide Systems and Professional Services Engineers with internal product units for testing and demo purposes. Plan Participant is responsible for the product units issued to him/her; this includes retaining the product units in their possession, and returning the product units upon request by Infoblox. Internal SE units may not be

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loaned out to channel partners or customers for evaluation purposes. The Customer Evaluation process must be used if a product unit is to be sent to, or left in the possession of a customer. As a part of his/her job responsibilities, Plan Participant is required to submit monthly reports listing the status of all internal product units issued to Plan Participant.

If any internal product units issued to Plan Participant are lost or unaccounted for, Infoblox may deduct the replacement value of such units from Plan Participant’s payment. Upon voluntary or involuntary termination from Infoblox, Plan Participant is responsible to return or account for all internal product units issued to Plan Participant. If for any reason these units are not returned in accordance with Infoblox’s directions, Plan Participant shall be responsible for the replacement value of such equipment and Infoblox may deduct such amounts from Plan Participant’s final check (including salary, commissions, bonus and accrued, but unused vacation pay) to the extent allowed by law; if after such deductions, an amount remains due to Infoblox, then the employee may be required to pay the balance to Infoblox by personal check or other means acceptable to Infoblox.

(Non Global) Bookings Split Policy

The policy below is effective provided that significant sales or system engineering effort has been extended by each participant.

When two or more Plan Participants share responsibility for a sales transaction and it is mutually agreed that a portion of the total bookings will be apportioned to each sales person involved in the sale, a remap request should be submitted through SF.com. The cumulative split % should not exceed 100% of the original commission unless approved by the Executive Vice President of Global Operations and CEO. Commission will be paid to each individual involved in the split based on normal commission payment terms.

Credit will generally be split by two or three participants based on the following:

Decision (50%) – Can be split into 25%/25%

Local Purchase and/or Support (25%)

Location/Shipping Address of Implementation (25%)

Credit for sales involving more than three participants, more than one functional group and/or multiple territories will be apportioned on a case by case basis as determined by the Executive Vice President of Global Operations or CEO, or if the participant’s Quota Agreement specifically addresses cases of multiple participants or functional groups then treatment of the participant’s commissions will be in accordance with the participant’s Quota Agreement.

Global Account Split Policy

The Global Account Split Policy is the same as the Non Global Booking Split Policy. All products shipped internationally should be shipped through Infoblox’s international channels. Products shipped without notification will result in 100% of the commission being allocated to the country where the product is shipped.

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Commission Mapping Process

Monthly Deadline: First business day after the end of the month

Remap Types:

• Remaps

• Splits

Process:

• Sales must do a weekly review of the bookings report to ensure that the orders are correctly assigned to them. They should also ensure that orders are not missing or inaccurate.

• Account Executives must submit any remap requests through Salesforce.com by the monthly deadline.

• Any requests submitted after the deadline will not be accepted.

Bookings Errors

Sales management can correct errors in booking credit. Each Plan Participant and manager involved in the bookings adjustment must be notified of the adjustment before it occurs. An e-mail notification is acceptable in place of signatures. Commission will be adjusted to each Plan Participant involved based on normal commission payment terms. Requests for changes need to be submitted within 90 days of the commission recognition. Only orders of $10,000 or more will be considered for adjustment if the request is made within this 90-day limit. After 90 days, no orders will be considered for adjustment.

Special Incentives

Employees eligible for special incentives, such as accelerator bonuses, SPIFFs, and incentives for specific activities (e.g. President’s Club, trips, and prizes), will be identified in writing before the beginning of the Plan Participant’s Sales Quarter. Additional terms and requirements may apply to such special incentives.

SPIFFs

SPIFFs are periodic sales contests that provide an opportunity to earn additional compensation above and beyond the basic commission plan. Sales management will announce SPIFFs throughout the year as appropriate. Plan Participants must be actively employed with Infoblox at the time of award to be eligible for the incentive payment.

Quarterly Bonus

Account Executives, Systems Engineers, Opportunity Development Reps and Manager, Sales Management, and Sales Operations are eligible for the Quarterly Bonus. The Quarterly Bonus is based on Infoblox’s fiscal quarters and not on the Plan Participant’s

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Sales Quarters. New hires or sales people moving into a new role/territory become eligible for the Quarterly Bonus upon commencement of their first full Infoblox fiscal quarter of employment at Infoblox or in the new role/territory. For example, if an employee is hired or enters a new role/territory on March 17^th they first become eligible in the fiscal quarter commencing on May 1^st. The sales person must be employed and in the role/territory during the entire fiscal quarter to be eligible for the Quarterly Bonus. The Quarterly Bonus is generally paid the last day of the month following the month the bonus was achieved. For example, if the bonus is based on achieving a mid fiscal quarter target (e.g. mid-September) then the payout will be the end of October. Details can be found in the Quarterly Quota Agreement.

Some Quarterly Bonus amounts may be based on sell-through of products and support to specified end-customers. For such bonuses, sell through will be deemed achieved only in the month for which the distributor/s reports sell through to have occurred on POS reports provided to Infoblox.

The Quarterly Bonus criteria are to be determined by the Executive Vice President of Global Operations. These are communicated in the Quarterly Quota Agreements.

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EX-10.18

Exhibit 10.18

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.

Void after

[Date]

NETCORDIA, INC.

WARRANT TO PURCHASE SHARES

This Warrant is issued to             , by Netcordia, Inc., a Delaware corporation (the “Company”), pursuant to the terms of that certain Series B1 Convertible Preferred Stock and Warrant Purchase Agreement of even date herewith by and among the Company and the Purchasers (as defined therein) (the “Purchase Agreement”), in connection with the Company’s issuance to the holder of this Warrant of shares of Series Bl Convertible Preferred Stock.

1. Purchase of Shares. Subject to the terms and conditions hereinafter set forth and set forth in the Purchase Agreement, the holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company             Shares (as defined below) at the Exercise Price (as defined below).

2. Definitions.

(a) Change of Control. The term “Change of Control” shall mean either (i) an Acquisition or (ii) an Asset Transfer, as such terms are defined in the Company’s Certificate of Incorporation as in effect as of the date hereof.

(b) Exercise Price. The “Exercise Price” for the Shares shall be $            per share.

(c) Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the date of issuance of this Warrant and ending on the expiration of this Warrant pursuant to Section 14 hereof.

(d) Initial Offering. The term “Initial Offering” has the meaning set forth in the Investor Rights Agreement.

(e) Investor Rights Agreement. The term “Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement of even date herewith by and among the Company and the Investors (as defined therein).

(f) The Shares. The term “Shares” shall mean shares of the Company’s Common Stock.

3. Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(i) the surrender of the Warrant, together with a notice of exercise to the Secretary of the Company at its principal offices; and

(ii) the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

4. Net Exercise. In lieu of cash exercising this Warrant, the holder of this Warrant may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the holder hereof a number of Shares computed using the following formula:

	Y (A- B)
X =	A

Where

X — The number of Shares to be issued to the holder of this Warrant.

Y — The number of Shares purchasable under this Warrant.

A — The fair market value of one Share.

B — The Exercise Price (as adjusted to the date of such calculations).

For purposes of this Section 4, the fair market value of one share of Common Stock on the date of calculation shall mean:

(i) if the exercise is in connection with the Initial Offering, and if the Company’s registration statement relating to the Initial Offering has been declared effective by the Securities and Exchange Commission, then the fair market value of a Share shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering;

(ii) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock is traded on a securities exchange or actively traded over-the-counter:

(1) if the Company’s Common Stock is traded on a securities exchange, the fair market value of a Share shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or

(2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value of a Share shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or if neither (i) nor (ii) is applicable, the fair market value of a Share shall mean the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be determined in good faith by the Company’s Board of Directors.

5. Certificates for Shares. Upon the exercise of the purchase rights evidenced by this Warrant, one or more certificates for the number of Shares so purchased shall be issued as soon as practicable thereafter, and in any event within thirty (30) days of the delivery of the subscription notice.

6. Issuance of Shares. The Company covenants that the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance thereof.

7. Adjustment of Exercise Price and Number of Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

(a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time prior to the expiration of this Warrant subdivide the Shares, by split-up or otherwise, or combine its Shares, or issue additional shares of its Shares as a dividend, the number of Shares issuable on the exercise of this Warrant shall

forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

(b) Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 7(a) above), then the Company shall make appropriate provision so that the holder of this Warrant shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of Shares as were purchasable by the holder of this Warrant immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the holder of this Warrant so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

(c) Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise of the Warrant, or in the Exercise Price, the Company shall promptly notify the holder of such event and of the number of Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

8. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

9. Representations of the Company. The Company represents that all corporate actions on the part of the Company, its officers, directors and stockholders necessary for the sale and issuance of this Warrant have been taken.

10. Representations and Warranties by the Holder. The Holder represents and warrants to the Company and agrees as follows:

(a) The Holder is subject to the terms and conditions set forth in the Investor Rights Agreement, Amended and Restated Voting Agreement, and Amended and Restated Right of First Refusal and Co-Sale Agreement, each of even date herewith.

(b) This Warrant and the Shares issuable upon exercise thereof are being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form satisfactory to the Company, that the securities issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.

(c) The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.

(d) The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.

(e) The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.

(f) The Holder is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Act.

11. Restrictive Legend.

The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAYBE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

12. Warrants Transferable. Subject to compliance with the terms and conditions of this Section 12, this Warrant and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer. With respect to any offer, sale or other disposition of this Warrant or any Shares acquired pursuant to the exercise of this Warrant prior to registration of such Warrant or Shares, the holder hereof agrees to the obligations set forth in Section 2.1 of the Investor Rights Agreement.

13. Rights of Stockholders. No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or Subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

14. Expiration of Warrant; Change of Control.

(a) This Warrant shall expire and shall no longer be exercisable after 5:00 p.m., Washington, D.C. local time, on             .

(b) In the event of a Change of Control, no separate consent of the holder of this Warrant, as a Warrant holder, shall be required for such Change of Control. This Warrant shall automatically become, without any action by the holder of this Warrant, the right to purchase, at a total price not to exceed that payable upon the exercise of this Warrant in full, the kind and amount of shares of stock and other securities and property receivable upon such Change of Control by a holder of the number of Shares for which this Warrant is exercisable immediately prior to such Change of Control.

15. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be addressed (i) if to the Holder, ‘at the Holder’s address as set forth on the Schedule of Investors to the Purchase Agreement, and (ii) if to the Company, at the address of its principal corporate offices (attention: President), with a copy to             or at such other address as a party may designate by ten days advance written notice to the other party pursuant to the provisions above.

16. “Market Stand-Off” Agreement. Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company (not to exceed one hundred eighty (180) days following the effective date of any underwritten registration statement of the Company filed under the Act (or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relate to an earnings release or announcement by the Company within eighteen (18) days prior to or after the date that is one hundred eighty (180) days after the effective date of the registration statement relating to such offering, but in any event not to exceed two hundred ten (210) days following such effective date)) following the effective date of a registration statement of the Company filed under the Act; provided that:

(a) such agreement shall apply only to the Initial Offering; and

(b) all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities enter into similar agreements.

17. Governing Law. This Warrant shall be governed by and construed under the laws of the State of Delaware in all respects as such laws are applied to agreements among Delaware residents entered into and performed entirely within Delaware. Regarding any dispute arising hereunder, the parties hereto shall first attempt in good faith to resolve such dispute among the applicable parties. If such attempt fails, then any dispute between or among the parties to this Warrant relating to or in respect of this Warrant, its negotiation, execution, performance or subject matter, or any course of conduct or dealing or actions under or in respect of this Warrant, shall be submitted to, and resolved exclusively pursuant to arbitration in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) or the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). Such arbitration shall take place in Montgomery County, Maryland, with one mutually acceptable arbitrator presiding at such arbitration proceeding, and shall be subject to the substantive law of the State of Delaware. If after sixty (60) days the parties cannot agree on an acceptable arbitrator, then the Chairman or other authorized AAA or JAMS representative shall appoint an arbitrator. Decisions pursuant to such arbitration shall be final, conclusive and binding on the parties. Upon the conclusion of arbitration, the parties may apply to any state court of the State of Delaware, the United States District Courts in the State of Delaware, any state court of the State of Maryland or the United States District Courts in the District of Maryland to enforce the decision pursuant to such arbitration. ACCORDINGLY, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT, IF ANY, TO A JURY TRIAL IN RESPECT OF SUCH DISPUTE.

18. Rights and Obligations Survive Exercise of Warrant. Unless otherwise provided herein, the rights and obligations of the Company, of the holder of this Warrant and of the holder of the Shares issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

19. Exchange of Warrants. Upon the surrender by the holder of this Warrant of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 12 hereof, issue and deliver to or upon the order of such holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such holder or as such holder may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

20. Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

21. No Impairment. The Company will not, by amendment of its Amended and Restated Certificate of Incorporation or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will (subject to Section 14) at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment.

22. Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holders of at least a majority of the Common Stock issuable upon exercise of outstanding Warrants purchased pursuant to the Purchase Agreement. By acceptance hereof, the holder of this Warrant acknowledges that in the event the required consent is obtained, any term of this Warrant may be amended or waived with or without the consent of the holder of this Warrant; provided, however, that any amendment hereof that would materially adversely affect the holder of this Warrant in a manner different from the holders of the remaining Warrants issued pursuant to the Purchase Agreement shall also require the consent of holder of this Warrant.

Issued this             day of             .

NETCORDIA, INC.

By:

Name:

Title:

Address:

EXHIBIT A

NOTICE OF EXERCISE

TO:	Netcordia, Inc.
	2431 Solomons Island Road
	Suite 302
	Annapolis, Maryland 21401
	Attention: President

1. The undersigned hereby elects to purchase             Shares of Common Stock pursuant to the terms of the attached Warrant.

2. Method of Exercise (Please initial the applicable blank):

The undersigned elects to exercise the attached Warrant by means of a cash payment, and tenders herewith payment in full for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

The undersigned elects to exercise the attached Warrant by means of the net exercise provisions of Section 4 of the Warrant.

3. Please issue a certificate or certificates representing said Shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

4. The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 10 of the attached Warrant (including Section 10(f) thereof) are true and correct as of the date hereof.

	(Signature)
	(Name)
(Date)	(Title)

EXHIBIT B

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto             the right represented by the attached Warrant to purchase             shares of Common Stock of Netcordia, Inc. to which the attached Warrant relates, and appoints             Attorney to transfer such right on the books of             , with full power of substitution in the premises.

Dated:             

(Signature must conform in all respects to name of
Holder as specified on the face of the Warrant)

Address:

Signed in the presence of:

EX-10.19

Exhibit 10.19

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK

Company	Netcordia, Inc. a Delaware corporation
Number of Shares:
Class of Stock:
Warrant Price:	$
Issue Date:
Expiration Date:	The    anniversary after the Issue Date

THIS WARRANT CERTIFIES THAT, for other good and valuable consideration,                     (‘‘Holder’’) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1. EXERCISE.

1.1. Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2. Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

1.3. Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance

where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine the fair market value of the Shares in its reasonable good faith judgment.

1.4. Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5. Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation on surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.6. Treatment of Warrant Upon Acquisition of Company.

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.6.2 Treatment of Warrant at Acquisition.

A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is an “arms length” sale of all or substantially all of the Company’s assets (and only its assets) to a third party that is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder elects not to exercise the Warrant, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide the Holder with written notice of its request relating to the foregoing (together with such reasonable information as the Holder may request in connection with such contemplated Acquisition giving rise to such notice), which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

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C) Upon the closing of any Acquisition other than those particularly described in subsections (A) and (B) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall automatically and without further action be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1. Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increase the amount of stock into which the Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Article 2.1 for an event that results in an adjustment pursuant to Article 2.2 or 2.3 hereof.

2.2. Reclassification, Exchange, Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Article 2.2 for an event that results in an adjustment pursuant to Article 2.1 or 2.3 hereof.

2.3. Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from

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time to time in the manner set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Article 2.3 for an event that results in an adjustment pursuant to Article 2.1 or 2.2 hereof.

2.4. No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

2.5. Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

2.6. Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall promptly notify Holder in writing, and, at the Company’s expense, promptly compute such adjustment, and furnish Holder with a certificate of its Chief Executive Officer, Chief Financial Officer or any other duly authorized officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1. Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is not greater than (i) the price per share at which the Shares were last issued in an arms-length transaction in which at least $500,000 of the Shares were sold.

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(c) The Capitalization Table previously provided to Holder remains true and complete as of the Issue Date.

3.2. Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company’s

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capital stock (or other securities convertible into such capital stock) of the same class as the class of Stock of the Shares issuable upon exercise of this Warrant, other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for purposes other than capital raising; (c) to offer for sale any shares of the Company’s capital stock (or other securities convertible into such capital stock) other than shares of the same class as the class of Stock of the Shares issuable upon exercise of this Warrant, other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for purposes other than capital raising; (d) to effect any reclassification or recapitalization of any of its stock; (e) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (f) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matter referred to in (c) above, written notice within 10 days after the date on which a record was taken for such subscription rights; (3) in the case of the matters referred to in (d) and (e) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (4) in the case of the matter referred to in (1) above, the same notice as is given to the holders of such registration rights.

3.3. Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall have certain incidental, or “Piggyback,” registration rights and “S-3” registration rights as set forth in the Company’s Investor Rights Agreement or similar agreement. The provisions set forth in the Investors’ Right Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder.

3.4. No Stockholder Rights. Except as provided in this Warrant, the Holder will not have any rights as a stockholder of the Company until the exercise of this Warrant.

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER. The holder represents and warrants to the Company as follows:

4.1. Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that the Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2. Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it

5

without unreasonable effort or expense) necessary to verify any information furnished to the Holder or to which the Holder has access.

4.3. Investment Experience. The Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. The Holder has experience as an investor in securities of companies in the development stage and acknowledges that the Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4. Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5. The Act. The Holder understands that this Warrant and the Shares issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. The Holder understands that this Warrant and the Shares issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

4.6. Market Stand-Off. The Holder and any permitted transferee hereby agrees to be bound by the “Market Stand-Off” provisions (the “Market Stand-Off Provisions”) contained in the Company’s Investor Rights Agreement (the “Rights Agreement”) dated             , which are incorporated by reference into this Warrant and deemed to be a part hereof. The Market Stand-Off Provisions set forth in the Rights Agreement may not be amended, modified, or waived without the prior written consent of Holder unless such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as of the Shares granted pursuant to this Warrant.

ARTICLE 5. MISCELLANEOUS.

5.1. Term: This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

5.2. Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES,

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SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

5.3. Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal Opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to Holder’s parent company, SVB Financial Group (formerly Silicon Valley Bancshares), or any other affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale, provided that any such representation is acceptable to the Company in the Company’s reasonable good faith discretion.

5.4. Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder will transfer all of this Warrant to Holder’s parent company, SVB Financial Group, by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

5.5. Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

[Holder]

[Address]

Telephone: [#]

Facsimile: [#]

Notice to the Company shall be addressed as follows until the Holder receives notice of a change in address:

Netcordia, Inc.

Attn: [        ]

2431 Solomons Island Road

7

Suite 302

Annapolis, MD 2140 I

Telephone: 410-266-6161

Facsimile: 410-573-5777

5.6. Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.7. Attorney’s Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorney’s fees.

5.8. Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder.

5.9. Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.10. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

[SIGNATURES ON FOLLOWING PAGE]

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“COMPANY”
Netcordia, Inc.
By:
	Name:
	Title:
“HOLDER”
[Holder]
By:
	Name:
	Title:
Warrant Effective Date:

[Signature Page to Warrant]

APPENDIX 1

NOTICE OF EXERCISE

1. Holder elects to purchase                  shares of the Common/Series                  Preferred [strike one] Stock of Netcordia, Inc. pursuant to the terms of the attached Warrant, and tenders payment of the purchase price of the shares in full

[or]

1. Holder elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised for                      of the Shares covered by the Warrant.

[Strike paragraph that does not apply.]

2. Please issue a certificate or certificates representing the shares in the name specified below:

Holders Name

(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Article 4 of the Warrant as the date hereof.

HOLDER:

By:

Name:

Title:

(Date):

Appendix 1 Page 1

ASSIGNMENT

For value received,                      hereby sells, assigns and transfers unto

Name:

Address:

Tax ID:

that certain Warrant to Purchase Stock issued by             , (the “Company”), on             ,             (the “Warrant”) together with all rights, title and interest therein.

[Holder]

By:

Name:

Title:

Date:                     

By its execution below, and for the benefit of the Company,              makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.

[Assignee]

By:

Name:

Title:

EX-10.20

Exhibit 10.20

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

WARRANT TO PURCHASE STOCK

Company:	Netcordia, a Delaware corporation
Number of Shares:	132,850
Class of Stock:	Series B1 Preferred
Warrant Price:	$1.20437 per share
Issue Date:	July 30, 2008
Expiration Date:	The 10th anniversary after the Issue Date
Credit Facility:	This Warrant is issued in connection with the Growth Capital Loan referenced in the Loan and Security Agreement between Company and Silicon Valley Bank dated of even date herewith.

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, GOLD HILL VENTURE LENDING 03, LP (Gold Hill Venture Lending 03, LP, together with any registered holder from time to time of this Warrant or any holder of the shares issuable or issued upon exercise of this Warrant, “Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the Company at the Warrant Price, all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

ARTICLE 1. EXERCISE

1.1. Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder Is exercising the conversion right set forth in Article 1.2, Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.2. Conversion Right. In lieu of exercising this Warrant as specified in Article 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant (or, if only a portion of the Warrant is being converted, the aggregate fair market value of the portion of the Warrant being converted) minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Article 1.3.

1.3. Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are common stock, the fair market value of each Share shall be the closing price of a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering, the “price to public” per share price specified in the final prospectus relating to such offering). If the Company’s common stock is traded in a public market and the Shares are preferred stock, the fair market value of a Share shall be the closing price of a share of the Company’s common stock reported for the business day immediately before Holder delivers its Notice of Exercise to the Company (or, in the instance where the Warrant Is exercised immediately prior to the effectiveness of the Company’s initial public offering, the initial “price to public” per share price specified in the final prospectus relating to such offering), in both cases, multiplied by the number of shares of the Company’s common stock into which a Share is convertible. If the Company’s common stock is not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4. Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

1.5. Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation or surrender and cancellation of this Warrant, the Company shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

1.6. Treatment of Warrant Upon Acquisition of Company.

1.6.1 “Acquisition”. For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction.

1.6.2 Treatment of Warrant at Acquisition.

(A) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that is not an asset sale and in which the sole consideration is cash, either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective immediately prior to the consummation of such Acquisition or (b) if Holder does not exercise the Warrant prior to or in connection with the consummation of such Acquisition, this Warrant will expire upon the consummation of such Acquisition. The Company shall provide Holder with written notice of its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to

2

such notice), which Is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(B) Upon the written request of the Company, Holder agrees that, in the event of an Acquisition that Is an “arms length” safe of all or substantially all of the Company’s assets (and only Its assets) to a third party that Is not an Affiliate (as defined below) of the Company (a “True Asset Sale”), either (a) Holder shall exercise its conversion or purchase right under this Warrant and such exercise will be deemed effective Immediately prior to the consummation of such True Asset Safe or (b) if Holder does not exercise the Warrant prior to or in connection with the consummation of such True Asset Sale, this Warrant will continue until the Expiration Date if the Company continues as a going concern following the closing of any such True Asset Sale. The Company shall provide Holder with written notice of Its request relating to the foregoing (together with such reasonable information as Holder may request in connection with such contemplated Acquisition giving rise to such notice), which Is to be delivered to Holder not less than ten (10) days prior to the closing of the proposed Acquisition.

(C) Upon the written request of the Company, Holder agrees that, in the event of a stock for stock Acquisition of the Company by a publicly traded acquirer if, on the record date for the Acquisition, the fair market value of the Shares (or other securities issuable upon exercise of this Warrant) Is equal to or greater than three (3) times the Warrant Price, the Company may require the Warrant to be deemed automatically exercised and the Holder shall participate in the Acquisition as a holder of the Shares (or other securities Issuable upon exercise of the Warrant) on the same terms as other holders of the same class of securities of the Company.

(D) Upon the closing of any Acquisition other than those particularly described in subsections (A), (B) and (C) above, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares Issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price and/or number of Shares shall be adjusted accordingly.

As used herein “Affiliate” shall mean any person or entity that owns or controls directly or indirectly ten (10) percent or more of the stock of Company, any person or entity that controls or is controlled by or is under common control with such persons or entities, and each of such person’s or entity’s officers, directors, joint venturers or partners, as applicable.

For purposes of clarification, nothing contained in this Article 1.6, shall require the separate consent of the Holder for any Acquisition.

ARTICLE 2. ADJUSTMENTS TO THE SHARES.

2.1. Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares payable in common stock, or other securities, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend occurred. If the Company subdivides the Shares by reclassification or otherwise into a greater number of shares or takes any other action which increases the amount of stock into which the

3

Shares are convertible, the number of shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If the outstanding shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2. Reclassification, Exchange. Combinations or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities Issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or Issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company’s Articles or Certificate (as applicable) of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or Its successor shall promptly Issue to Holder an amendment to this Warrant setting forth the number and kind of such new securities or other property issuable upon exercise or conversion of this Warrant as a result of such reclassification, exchange, substitution or other event that results in a change of the number and/or class of securities issuable upon exercise or conversion of this Warrant. The amendment to this Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Article 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3. Adjustments for Diluting Issuances. The Warrant Price and the number of Shares issuable upon exercise of this Warrant or, if the Shares are preferred stock, the number of shares of common stock issuable upon conversion of the Shares, shall be subject to adjustment, from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment. The provisions set forth for the Shares in the Company’s Articles or Certificate (as applicable) of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder.

2.4. No Impairment. The Company shall not, by amendment of its Articles or Certificate (as applicable) of Incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment.

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2.5. Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder the amount computed by multiplying the fractional interest by the fair market value of a full Share.

2.6. Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company shall provide Holder with a Certificate of Adjustment pursuant to Article IV, Section D.5(j) of the Company’s Certificate of Incorporation.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1. Representations and Warranties. The Company represents and warrants to Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is the same as the price per share at which the Shares were issued pursuant to the Series 61 Convertible Preferred Stock and Warrant Purchase Agreement dated May 23, 2008.

(b) All Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon Issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete as of the Issue Date.

3.2. Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon any of Its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company’s capital stock (or other securities convertible into such capital stock), other than (i) pursuant to the Company’s stock option or other compensatory plans, (ii) in connection with commercial credit arrangements or equipment financings, or (iii) in connection with strategic transactions for purposes other than capital raising; (c) to effect any reclassification or recapitalization of any of its stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the Company’s securities for cash, then, in connection with each such event, the Company shall give Holder: (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders

5

of such registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

3.3. Registration Under Securities Act of 1933. as amended. The Company agrees that the shares of common stock, issuable upon conversion of the Shares, shall have certain “piggyback” and S-3 registration rights pursuant to and as set forth in the Company’s Investor Rights Agreement or similar agreement. Upon the exercise or conversion of this Warrant, Holder agrees to become a party to the Company’s Amended and Restated Investor Rights Agreement, dated May 23, 2008 (the “Investor Rights Agreement”). The provisions set forth in the Company’s Investor Rights Agreement or similar agreement relating to the above in effect as of the Issue Date may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to Holder.

3.4. No Shareholder Rights. Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF HOLDER. Holder represents and warrants to the Company as follows:

4.1. Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder will be acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that Holder has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2. Disclosure of Information. Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3. Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder Is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of Its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

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4.4. Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5.The Act. Holder understands that this Warrant and the Shares Issuable upon exercise or conversion hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares Issued upon any exercise or conversion hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

ARTICLE 5. MISCELLANEOUS

5.1. Term. This Warrant is exercisable in whole or in part at any time and from time to time on or before the Expiration Date.

5.2. Legends. The Shares (and the securities Issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF AN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

5.3. Compliance with Securities Laws on Transfer. This Warrant and the Shares Issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to any affiliate of Holder. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company Is provided with a copy of Holder’s notice of proposed sale.

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5.4. Transfer Procedure. Upon receipt by Holder of the executed Warrant, Holder may transfer all of this Warrant to any Affiliate of Holder by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, that in connection with any such transfer, any subsequent Holder will give the Company notice of the name, address and taxpayer identification number of the transferee, will surrender this Warrant to the Company for reissuance to the transferee(s) and such transferee(s) will agree to be bound by all restrictions set forth herein. The Company may refuse to transfer this Warrant or the Shares to any person who directly competes with the Company, unless, in either case, the stock of the Company is publicly traded.

5.5. Notices. All notices and other communications from the Company to Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or Holder, as the case may (or on the first business day after transmission by facsimile) be, in writing by the Company or such Holder from time to time. Effective upon receipt of the fully executed Warrant and the initial transfer described in Article 5.4 above, all notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

Gold Hill Venture Lending 03, LP

Two Newton Executive Park, Suite 203

Newton, Massachusetts 02462

Attn: Frank Tower

Telephone: (617) 243-2626

Facsimile: (617) 243-2601

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Netcordia, Inc.

2431 Solomons Island Road

Suite 302

Annapolis, Maryland 21401

Attn: Patrick McCoy

Telephone: (410) 266-6161 Ext. 312

Facsimile: (410) 573-9774

5.6. Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enfocement of such change, waiver, discharge or termination is sought.

5.7. Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

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5.8. Automatic Conversion upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security Issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to Holder.

5.9. Market Standoff. The Holder hereby agrees to be bound by the “Market Stand-Off” in Section 2.13 of the Investor Rights Agreement (the “Market Stand­ Off Provision”). The Market Stand-Off Provision may not be amended, modified or waived without the prior written consent of Holder unless such amendment, modification or waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted pursuant to this Warrant.

5.10. Counterparts. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.

5.11. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

[Signature page follows.]

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“COMPANY”
NETCORDIA, INC.
By:	/s/ Patrick T. McCoy
	Name: Patrick T. McCoy
	Title: CFO
“HOLDER”
GOLD HILL LENDING VENTURE 03, LP By: Gold Hill Venture Lending Partners 03, LLC
By:	/s/ J.F. Tower
	Name: J.F. Tower
	Title:Partner

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EX-10.21

Exhibit 10.21

SCHEDULE OF OMITTED MATERIAL DETAILS

On December 5, 2011 the following form of Change in Control Severance Agreement (the “Agreement”) was entered into between Infoblox Inc. and each of the executive officers of the Company listed in the table below. Each Agreement is identical except for the number of months set forth in Sections 2(a) and 2(b). The number of months contained in those paragraphs of Section 2 of the Agreement are as follows:

Executive Officer	Section 2(a)		Section 2(b)
Robert D. Thomas		12 months		12 months
Remo E. Canessa		9 months		9 months
Mark S. Smith		9 months		9 months
Stuart M. Bailey		6 months		6 months
Sohail M. Parekh		6 months		6 months
Wendell Stephen Nye		6 months		6 months

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS AGREEMENT is entered into as of                 , 2011 (the “Effective Date”) by and between [Name] (the “Executive”) and INFOBLOX, INC., a Delaware corporation (the “Company”).

1. Term of Agreement.

Except to the extent renewed as set forth in this Section 1, this Agreement shall terminate the earlier of December 31, 2014 (the “Expiration Date”) or the date the Executive’s employment with the Company terminates for a reason other than a Qualifying Termination as described in Section 4(f); however, if a definitive agreement relating to a Change in Control has been signed by the Company on or before December 31, 2014, then this Agreement shall remain in effect through the earlier of:

(a) The date the Executive’s employment with the Company terminates for a reason other than a Qualifying Termination as described in Section 4(f), or

(b) The date the Company has met all of its obligations under this Agreement following a termination of the Executive’s employment with the Company for a reason described in Section 4(f).

This Agreement shall renew automatically and continue in effect for three year periods measured from the initial Expiration Date, unless the Company provides Executive notice of non-renewal at least six months prior to the date on which this Agreement would otherwise expire.

2. Severance Payment.

(a) Severance Benefit. If the Executive is subject to a Qualifying Termination, then the Company shall pay the Executive [NUMBER OF MONTHS] months of his or her annual base salary and target bonus (at the annual rate in effect immediately prior to the actions that resulted in the Qualifying Termination). Such severance benefit shall be paid in a cash lump-sum, which will be on the 60^th day following Executive’s Qualifying Termination (or, if such day is not a business day, on the first business day thereafter), in accordance with the Company’s standard payroll procedures.

(b) Health Care Benefit. If the Executive is subject to a Qualifying Termination, and if the Executive elects to continue his or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his or her employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (i) the close of the [NUMBER OF MONTHS]-month period

following cessation of his or her employment or (ii) the expiration of the Executive’s continuation coverage under COBRA. In the sole discretion of the Company, the Company may in lieu of this benefit pay the Executive a lump sum in the amount of [NUMBER OF MONTHS] COBRA premiums at the rate in effect on Executive’s Qualifying Termination.

(c) General Release. Any other provision of this Agreement notwithstanding, Subsections (a) and (b) above shall not apply unless the Executive (i) has executed a general release (in a form prescribed by the Company) of all known and unknown claims that he or she may then have against the Company or persons affiliated with the Company and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims. The release must be in the form prescribed by the Company, without alterations. The Company will deliver the form to the Executive within 21 days after the Executive’s Separation. The Executive must execute and return the release within 30 days from receipt of the form.

(d) Section 409A. For purposes of Section 409A of the Code, if the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of a Separation, then (i) the severance benefits under Section 2(a), to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after the Executive’s Separation and (ii) any amounts that otherwise would have been paid during the first six months after a Separation will be paid in a lump sum on the earliest practicable date permitted by Section 409A(a)(2) of the Code.

3. Covenants.

(a) Non-Solicitation. During the Executive’s employment with the Company and during the twelve-month period following his or her cessation of employment, the Executive shall not directly or indirectly, personally or through others, solicit or attempt to solicit the employment of any employee or consultant of the Company or any of the Company’s affiliates, whether on the Executive’s own behalf or on behalf of any other person or entity. The Executive and the Company agree that this provision is reasonably enforced as to any geographic area in which the Company conducts its business.

(b) Non-Competition. The Executive agrees that, during his or her employment with the Company, he or she shall not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company.

(c) Cooperation and Non-Disparagement. The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees.

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4. Definitions.

(a) Definition of “Cause.” For all purposes under this Agreement, “Cause” means any of the following: (i) Executive’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) an act by Executive which constitutes gross misconduct in the performance of Executive’s employment obligations and duties; (iii) Executive’s act of fraud against the Company or any of its affiliates; (iv) Executive’s theft or misappropriation of property (including without limitation intellectual property) of the Company or its affiliates; (v) material breach by Executive of any confidentiality agreement with, or duties of confidentiality to, the Company or any of its affiliates that involves Executive’s wrongful disclosure of material confidential or proprietary information (including without limitation trade secrets or other intellectual property) of the Company or of any of its affiliates; (vi) Executive’s continued material violation of Executive’s employment obligations and duties to the Company (other than due to Executive’s death or Disability) after the Company has delivered to Executive a written notice of such violation that describes the basis for the Company’s belief that such violation has occurred and Executive has not substantially cured such violation within thirty (30) calendar days after such written notice is given by the Company.

(b) Definition of “Change in Control.” For all purposes under this Agreement, a “Change in Control” means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

(c) “Definition of Code. For all purposes under this Agreement, “Code” means the United States Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

(d) Definition of Disability. For all purposes under this Agreement, “Disability” has the meaning set forth in Section 22(e)(3) of the Code.

(e) Definition of “Good Reason.” For all purposes under this Agreement, “Good Reason” shall mean (i) a change in the Executive’s authority or responsibilities that materially reduces his/her level of authority or responsibilities; (ii) a 10% or greater reduction in his or her level of compensation, which will be determined based on an average of the Executive’s annual

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Total Compensation for the current calendar year; or (iii) a relocation of Executive’s place of employment by more than 35 miles, provided and only if such change, reduction or relocation is effected by the Company without Executive’s consent. For purposes of the foregoing, Total Compensation means total target cash compensation (annual base salary plus target annual cash incentives). For the Executive to receive the benefits under this Agreement as a result of a voluntary resignation under this subsection (e), all of the following requirements must be satisfied: (1) the Executive must provide notice to the Company of his or her intent to assert Good Reason within 90 days of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii); (2) the Company will have 30 days from the date of such notice to remedy the condition and, if it does so, the Executive may withdraw his or her resignation or may resign with no benefits; and (3) any termination of employment under this provision must occur within six (6) months of the initial existence of one or more of the conditions set forth in subclauses (i) through (iii). Should the Company remedy the condition as set forth above and then one or more of the conditions arises again within twelve (12) months following the occurrence of a Change in Control, the Executive may assert Good Reason again subject to all of the conditions set forth herein.

(f) Definition of “Qualifying Termination.” For all purposes under this Agreement, “Qualifying Termination” shall mean a Separation resulting from (i) the Company terminates the Executive’s employment for any reason other than Cause within twelve (12) months after a Change in Control or (ii) the Executive voluntarily resigns his or her employment for Good Reason within twelve (12) months following a Change in Control, provided however, that the grounds for Good Reason may arise at any time within the twelve (12) months following the Change in Control.

(g) Definition of Separation. For all purposes under this Agreement, “Separation” shall mean a “separation from service,” as defined in the regulations under Section 409A of the Code.

5. Successors.

(a) Company’s Successors. The Company shall require any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets, by an agreement in substance and form satisfactory to the Executive, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets or which becomes bound by this Agreement by operation of law.

(b) Executive’s Successors. This Agreement and all rights of the Executive hereunder shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

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6. Golden Parachute Taxes

(a) Best After-Tax Result. In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 6(b) hereof, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel’), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 6(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within 30 days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 6(b) hereof shall apply, and the enforcement of Section 6(b) shall be the exclusive remedy to the Company.

(b) Adjustments. If, notwithstanding any reduction described in Section 6(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within 120 days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be surrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not

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eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 6(b), Executive shall pay the Excise Tax.

7. Miscellaneous Provisions.

(a) Other Severance Arrangements. This Agreement supersedes any and all cash severance arrangements on change in control under any prior separation, severance and salary continuation arrangements, programs and plans which were previously offered by the Company to the Executive, including change in control severance arrangements pursuant to an employment agreement or offer letter (but excluding arrangements related to equity). In no event shall any individual receive cash severance benefits under both this Agreement and any other severance pay or salary continuation program, plan or other arrangement with the Company.

(b) Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid or deposited with Federal Express Corporation, with shipping charges prepaid. In the case of the Executive, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

(c) Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

(d) Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.

(e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.

(f) No Retention Rights. Nothing in this Agreement shall confer upon the Executive any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or any subsidiary of the Company or of the Executive, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with or without Cause.

(g) Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California (other than their choice-of-law provisions).

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

[Name]

INFOBLOX, INC.

By:

Title:

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EX-23.02

Exhibit 23.02

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated September 1, 2011, in the Registration Statement (Form S-1) and related Prospectus of Infoblox Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

San Jose, California

January 6, 2012

EX-23.03

Exhibit 23.03

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated October 29, 2010 with respect to the consolidated financial statements of Netcordia, Inc. included in the Registration Statement (Form S-1) and related Prospectus of Infoblox Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

San Jose, California

January 6, 2012

COVER

WILLIAM L. HUGHES, ESQ. EMAIL WHUGHES@FENWICK.COM DIRECT DIAL (415) 875-2479

January 6, 2012

Ladies and Gentlemen,

Attached please find the Registration Statement on Form S-1 of Infoblox Inc. (the “Registrant”). Please contact me or, in my absence, Laird Simons (650/335-7233), if you have any questions about this filing.

Sincerely yours,

/s/ William L. Hughes

William L. Hughes

cc: James Bushnell, Esq.

Laird H. Simons III, Esq.

Jeffrey D. Saper, Esq.

Rezwan D. Pavri, Esq.