Amended and Restated Voting Agreement, dated July 26, 2005



 Exhibit 10.31 
 FIRST AMENDMENT TO AMENDED AND RESTATED VOTING AGREEMENT 
 THIS FIRST AMENDMENT TO
AMENDED AND RESTATED VOTING AGREEMENT (the “Amendment”), is entered into as of October 4, 2006, by and among Data Domain, Inc., a Delaware corporation (the “Company”), and the other parties hereto, with respect to the
AMENDED AND RESTATED VOTING AGREEMENT, dated as of July 26, 2005, by and among the Company and the other parties thereto (the “Agreement”). 
 RECITALS 
 WHEREAS, the Company proposes to increase the number of authorized
directors on its Board of Directors from seven (7) to eight (8); 
 WHEREAS, in connection with the increase in
the number of directors, the parties hereto desire to amend the Agreement to maintain the Board at eight (8) directors and specify which stockholders shall have the right and obligation to vote for the Company’s directors; 
 WHEREAS, pursuant to Section 16 of the Agreement, the Agreement may be amended only with the written consent of the Company,
the holders of a majority of the then outstanding voting securities held by the Common Holders (as defined in the Agreement) and the holders of a majority of the then outstanding voting securities held by the Investors (as defined in the Agreement);
and 
 WHEREAS, the parties hereto desire to enter into this Amendment in accordance with Section 16 of the
Agreement. 
 NOW, THEREFORE, IT IS AGREED THAT: 
 1.        Definitions.  All capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.

 2.        Amendment. 
 a. The second “WHEREAS” clause in the recitals of the Agreement is hereby amended and restated in its entirety to read as
follows: 
 “WHEREAS, the Company’s Restated Certificate of Incorporation provides that (a) holders of
shares of Common Stock (voting together as a single class) shall elect two (2) members of the Board (the “Common Directors”), (b) holders of shares of Series A-1 Stock and Series A-2 Stock (voting together as a single class and
not as separate series, and on an as-converted basis) shall elect two (2) members of the Board (the “Series A Directors”), (c) holders of shares of Series B Stock (voting together as a single class) shall elect one
(1) member of the Board (the “Series B Director”) and (d) holders of shares of Common Stock and holders of shares of Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis)
shall be entitled to elect any remaining members of the Board (the first three such remaining members of the Board shall be referred to as the “Independent Directors”);” 







 b. Section 2 of the Agreement is hereby amended and restated in its entirety to
read as follows: 
 “Board Size. The holders of Investor Shares and Common Holder Shares shall vote at a regular
or special meeting of stockholders (or by written consent) such shares that they own (or as to which they have voting power) to ensure that the size of the Board shall be set and remain at eight (8) directors; provided, however, that such Board
size may be subsequently increased or decreased pursuant to an amendment or waiver of this Agreement in accordance with Section 16 hereof and the Company’s Restated Certificate of Incorporation, as applicable.” 
 c. Section 3(d) of the Agreement is hereby amended and restated in its entirety to read as follows: 
 “In any election of the Independent Directors, the Investors and the Common Holders shall each vote at any regular or special
meeting of stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) as may be necessary to elect Independent Directors who are (i) not otherwise
affiliated with the Company and (ii) acceptable to a majority of the other directors then in office. Initially, the Independent Directors shall be Neal Ater, Ron Codd and Jeff Miller.” 
 3.        Effectiveness.  This Amendment shall become effective upon the execution hereof by
(a) the Company, (b) the holders of a majority of the then outstanding voting securities held by the Common Holders (as defined in the Agreement) and (c) the holders of a majority of the then outstanding voting securities held by the
Investors (as defined in the Agreement). 
 4.        Effect of Amendment.  Except
as amended as set forth above, the Agreement shall continue in full force and effect. 
 5.        Counterparts.  This Amendment may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and
the same document. 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written. 
  

			
	DATA DOMAIN, INC.
		
	 By:
	 	 /s/ Frank Slootman

		 	 Frank Slootman
 President and Chief Executive
Officer

	
	COMMON HOLDERS:
	
	 /s/ Frank Slootman

	Frank Slootman
	
	 /s/ Brian Biles

	Brian Biles
	
	  

	Yifan Zhang
	
	  

	Ming Benjamin Zhu
	
	 /s/ Kai Li

	Kai Li


 SIGNATURE PAGE TO FIRST AMENDMENT TO 
 AMENDED AND RESTATED VOTING AGREEMENT 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written. 
  

			
	 INVESTORS:

	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	 By:
	 	 NEA Partners 10, L.P.

		 	 Its General Partner

		
	 By:
	 	 illegible

	 Name:
	 	  

	 Title:
	 	  



 SIGNATURE PAGE TO FIRST AMENDMENT TO 
 AMENDED AND RESTATED VOTING AGREEMENT 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written. 
  

			
	INVESTORS:
	
	GREYLOCK XI LIMITED PARTNERSHIP
		
	 By:
	 	Greylock XI GP Limited Partnership,
		 	its General Partner
		
	 By:
	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	 Title:
	 	Administrative Partner
	
	GREYLOCK XI-A LIMITED PARTNERSHIP
		
	 By:
	 	Greylock XI GP Limited Partnership,
		 	its General Partner
		
	 By:
	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	 Title:
	 	Administrative Partner
	
	 GREYLOCK XI PRINCIPALS LLC

		
	 By:
	 	Greylock Management Corporation,
		 	Sole Member
		
	 By:
	 	 /s/ Donald A. Sullivan

		 	Donald A. Sullivan
	 Title:
	 	Treasurer


 SIGNATURE PAGE TO FIRST AMENDMENT TO 
 AMENDED AND RESTATED VOTING AGREEMENT 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written. 
  

			
	INVESTORS:
	
	SUTTER HILL VENTURES,
	A CALIFORNIA LIMITED PARTNERSHIP
		
	 By:
	 	 /s/ Tench Coxe

	 Name:
	 	 Tench Coxe

		 	Managing Director of the General Partner


 SIGNATURE PAGE TO FIRST AMENDMENT TO 
 AMENDED AND RESTATED VOTING AGREEMENT 







 AMENDED AND RESTATED VOTING AGREEMENT 
 This AMENDED AND RESTATED Voting Agreement (the “Agreement”) is made and entered into as of July 26, 2005, by and among
Data Domain, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A-1 Preferred Stock (the “Series A-1 Stock”), Series A-2 Preferred Stock (the “Series A-2 Stock”), Series B Preferred
Stock (the “Series B Stock”) and Series C Preferred Stock (the “Series C Stock,” and together with the Series A-1 Stock, Series A-2 Stock and Series B Stock, the “Preferred Stock”) listed on the Schedule of Investors
attached as Schedule A hereto (collectively, the “Investors”), and the holders of Common Stock of the Company (the “Common Holders”) listed on the Schedule of Common Holders attached as Schedule B hereto. The
Company, the Common Holders and the Investors are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the
“Board.” 
 WITNESSETH: 
 WHEREAS, the Company and certain of the Investors have entered into that certain Series C Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”),
which provides for, among other things, the purchase by such Investors of shares of Series C Stock; 
 WHEREAS, the
Company’s Restated Certificate of Incorporation provides that (a) holders of shares of Common Stock (voting together as a single class) shall elect two (2) members of the Board (the “Common Directors”), (b) holders of
shares of Series A-1 Stock and Series A-2 Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall elect two (2) members of the Board (the “Series A Directors”), (c) holders of
shares of Series B Stock (voting together as a single class) shall elect one (1) member of the Board (the “Series B Director”) and (d) holders of shares of Common Stock and holders of shares of Preferred Stock (voting together as
a single class and not as separate series, and on an as-converted basis) shall be entitled to elect any remaining members of the Board (the first two such remaining members of the Board shall be referred to as the “Independent Directors”);

 WHEREAS, the Company, the holders of Series A-1 Stock, Series A-2 Stock and Series B Stock (the “Existing
Investors”) and the Common Holders have previously entered into that certain Voting Agreement dated as of December 11, 2003 (the “Prior Agreement”) and desire to amend and restate the Prior Agreement and to accept the rights
created pursuant hereto in lieu of the rights created under the Prior Agreement; and 
 WHEREAS, to induce certain of
the Investors to enter into the Purchase Agreement and purchase shares of Series C Stock thereunder, the Company, the undersigned Common Holders and the undersigned Existing Investors desire to enter into this Agreement with such Investors;








 NOW, THEREFORE, in consideration of the foregoing premises and certain other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1.        Agreement to Vote.  Each Investor, as a holder of Preferred Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Preferred Stock, to
hold all of the shares of Preferred Stock registered in its name (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of such Preferred Stock, and any other voting securities of the Company
subsequently acquired by such Investor) (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares at a regular or special meeting of stockholders (or by written consent) in accordance with,
the provisions of this Agreement. Each Common Holder, as a holder of Common Stock of the Company (or options therefor), hereby agrees on behalf of itself and any transferee or assignee of any such shares of Common Stock, to hold all of such shares
of Common Stock and any other securities of the Company acquired by such Common Holder in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities) (the “Common
Holder Shares”) subject to, and to vote the Common Holder Shares at a regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement. 
 2.        Board Size.  The holders of Investor Shares and Common Holder Shares
shall vote at a regular or special meeting of stockholders (or by written consent) such shares that they own (or as to which they have voting power) to ensure that the size of the Board shall be set and remain at seven (7) directors; provided,
however, that such Board size may be subsequently increased or decreased pursuant to an amendment or waiver of this Agreement in accordance with Section 16 hereof and the Company’s Restated Certificate of Incorporation, as applicable.

 3.        Election of Directors. 
 (a) In any election of directors of the Company to elect the Common Directors, the Parties holding shares of Common Stock shall each
vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Common Stock then owned by them (or as to which they then have voting power) as may be necessary to elect the Company’s Chief Executive
Officer as one (1) of the Common Directors. 
 (b) In any election of directors of the Company to elect the Series A
Directors, the Parties holding shares of Series A-1 Stock and Series A-2 Stock shall each vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Series A-1 Stock and Series A-2 Stock then owned by
them (or as to which they then have voting power) as may be necessary to elect (i) one (1) director (the “NEA Director”) nominated by New Enterprise Associates 10, L.P., or its affiliates (“NEA”), for so long as NEA
owns at least 2,000,000 shares of Common Stock issuable or issued upon conversion of the Series A-1 Stock and Series A-2 Stock purchased by NEA pursuant to the Company’s Series A-1 and Series A-2 Preferred Stock Purchase Agreement dated
July 23, 2002 (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like), and (ii) one (1) director (the “Greylock Director”) nominated by Greylock XI Limited Partnership, or its
affiliates (“Greylock”), for so long as Greylock owns at least 2,000,000 shares of Common Stock issuable or issued upon 

  

 2 








 
conversion of the Series A-1 Stock and Series A-2 Stock purchased by Greylock pursuant to the Company’s Series A-1 and Series A-2 Preferred Stock
Purchase Agreement dated July 23, 2002 (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like). Initially, the NEA Director shall be Scott Sandell, and the Greylock Director shall be Aneel Bhusri.

 (c) In any election of directors of the Company to elect the Series B Director, the Parties holding shares of Series B
Stock shall each vote at any regular or special meeting of stockholders (or by written consent) such number of shares of Series B Stock then owned by them (or as to which they then have voting power) as may be necessary to elect one
(1) director (the “Sutter Hill Director”) nominated by Sutter Hill Ventures, a California Limited Partnership, or its affiliates (“Sutter Hill”), for so long as Sutter Hill owns at least 2,000,000 shares of Common Stock
issuable or issued upon conversion of the Series B Stock purchased by Sutter Hill pursuant to the Company’s Series B Preferred Stock Purchase Agreement dated December 11, 2003 (as adjusted for stock splits, stock dividends,
recapitalizations or the like). Initially, the Sutter Hill Director shall be Ron Bernal. 
 (d) In any election of the
Independent Directors, the Investors and the Common Holders shall each vote at any regular or special meeting of stockholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have
voting power) as may be necessary to elect Independent Directors who are (i) not otherwise affiliated with the Company and (ii) acceptable to a majority of the other directors then in office. Initially, the first Independent Director shall
be Neal Ater and the other Independent Director seat shall be vacant. 
 4.        Removal.  Any director of the Company may be removed from the Board in the manner allowed by law and the Company’s Restated Certificate of Incorporation and Bylaws, but
with respect to a director designated pursuant to subsections 3(a), 3(b), 3(c) and 3(d) above, only upon the vote or written consent of the stockholders entitled to designate such director. 
 5.        [Reserved] 
 6.        Legend on Share Certificates.  Each certificate representing any Investor Shares or Common Holder Shares shall be endorsed by
the Company with a legend reading substantially as follows: 
  

	
	 “THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN
SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”


  

 3 








 7.        Covenants of the
Company.  The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out
of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the holders of a majority of the outstanding voting securities held by the Parties hereto (assuming
conversion of all outstanding securities) in order to protect the rights of the Parties hereunder against impairment. 
 8.        No Liability for Election of Recommended Directors.  Neither the Company, the Common Holders, the Investors, nor any officer, director, stockholder, partner, employee or
agent of any such Party, makes any representation or warranty as to the fitness or competence of the nominee of any Party hereunder to serve on the Company’s Board by virtue of such Party’s execution of this Agreement or by the act of such
Party in voting for such nominee pursuant to this Agreement. 
 9.        Grant
of Proxy.  Upon the failure of any Party to vote their Investor Shares or Common Holder Shares, as applicable, in accordance with the terms of this Agreement, such Party hereby grants to a stockholder designated by the Board of
Directors of the Company a proxy coupled with an interest in all Investor Shares and Common Holder Shares owned by such Party, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 9 is amended
to remove such grant of proxy in accordance with Section 16 hereof, to vote all such Investor Shares and Common Holder Shares in the manner provided in Sections 2 and 3 hereof. 
 10.        Specific Enforcement.  It is agreed and understood that monetary
damages would not adequately compensate an injured Party for the breach of this Agreement by any other Party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper
subject of a temporary or permanent injunction or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach. 
 11.        Execution by the Company.  The Company, by its execution in the
space provided below, agrees that it will cause the certificates issued after the date hereof evidencing the shares of Investor Stock and Common Holder Stock to bear the legend required by Section 6 hereof, and it shall supply, free of charge,
a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company upon written request from such holder to the Company at its principal office. The parties hereto do hereby agree that the failure to cause the
certificates evidencing the shares of Investor Stock and Common Holder Stock to bear the legend required by Section 6 hereof and/or failure of the Company to supply, free of charge, a copy of this Agreement, as provided under this
Section 6, shall not affect the validity or enforcement of this Agreement. 
 12.        Captions.    The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way limit or amplify the terms and
provisions hereof. 
  

 4 








 13.        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 13). 
 14.        Term.  This Agreement shall terminate and be of no further force or effect upon (a) the consummation of the Company’s sale of its Common Stock or other securities
pursuant to a registration statement under the Securities Act of 1933, as amended, in connection with a firm commitment underwritten offering of its securities to the general public (other than a registration statement relating either to sale of
securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction), (b) the consummation of a Liquidation Event, as that term is defined in the Company’s Restated
Certificate of Incorporation (as amended from time to time), (c) termination in accordance with the amendment and waiver provisions set forth in Section 16, or (d) July 15, 2012. 
 15.        Manner of Voting.  The voting of shares pursuant to this Agreement
may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. 
 16.        Amendments and Waivers.  Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of (i) the Company, (ii) the holders of a majority of the then outstanding voting securities held by the Common Holders and (iii) the holders of a majority of the then
outstanding voting securities held by the Investors. Notwithstanding the foregoing, (a) the provisions of Section 3(a) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the holders of a majority of the outstanding shares of Common Stock then held by the Common Holders, (b) the provisions of Section 3(b)(i) may be amended and the
observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of NEA, (c) the provisions of Section 3(b)(ii) may be amended and the
observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Greylock and (d) the provisions of Section 3(c) may be amended and the
observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of Sutter Hill. Any amendment or waiver so effected shall be binding upon all the
Parties hereto. 
 17.        Stock Splits, Stock Dividends,
etc.  In the event of any issuance of shares of the Company’s voting securities hereafter to any of the Parties hereto (including, without limitation, in connection with any stock split, stock dividend, recapitalization,
reorganization or 

  

 5 








 
the like), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 6. 
 18.        Severability.  Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 
 19.        Binding Effect.  In addition to any restriction on transfer that may be imposed by any other agreement by which any Party hereto may be bound, this
Agreement shall be binding upon the Parties, their respective heirs, successors, transferees and assigns and to such additional individuals or entities that may become stockholders of the Company and that desire to become Parties hereto; provided
that for any such transfer to be deemed effective, the transferee shall have executed and delivered an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by a
transferee reasonably acceptable to the Company, such transferee shall be deemed to be a Party hereto as if such transferee’s signature appeared on the signature pages hereto. By its execution hereof or any Adoption Agreement, each of the
Parties hereto appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder. 
 20.        Additional Investors.  Notwithstanding Section 16, no consent shall be necessary to add additional Investors as
signatories to this Agreement, provided that such Investors have purchased Series C Stock pursuant to the subsequent closing provisions of Section 1.3 of the Purchase Agreement. 
 21.        Governing Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof. 
 22.        Entire Agreement.  This Agreement is intended to be the sole agreement of the Parties as it relates to the subject matter hereof and supersede all other agreements of the
Parties relating to the subject matter hereof. 
 23.        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. 
 24.        Termination of Prior Agreement.  The
Prior Agreement is hereby amended and restated in its entirety and shall be of no further force or effect. 
  

 6 








 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above
written. 
  

			
	 DATA DOMAIN, INC.

		
	 By:
	 	 /s/ Frank Slootman

		 	Frank Slootman
		 	President and Chief Executive Officer
		
	 Address:
	 	3400 Hillview Ave.
		 	 Building 3, 2nd
Floor
 Palo Alto, CA 94304

	
	COMMON HOLDERS:
	
	 /s/ Kai Li

	Kai Li
		
	 Address:
	 	  

		 	  

	
	  

	Ming Benjamin Zhu
		
	 Address:
	 	  

		 	  

	
	 /s/ Brian Biles

	Brian Biles
		
	 Address:
	 	  

		 	  

	
	 /s/ Frank Slootman

	 Frank Slootman

		
	 Address:
	 	  

		 	  



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	NEW ENTERPRISE ASSOCIATES 10, L.P.
		
	 By:
	 	NEA Partners 10, L.P.
		 	Its General Partner
		
	 By:
	 	 /s/ Charles W. Newhall III

	 Name:
	 	 Charles W. Newhall III

	 Title:
	 	 General Partner

	
	


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	GREYLOCK XI LIMITED PARTNERSHIP
		
	 By:
	 	 Greylock XI GP Limited Partnership,

		 	 its General Partner

		
	 By:
	 	 /s/ Donald A. Sullivan

		 	 Donald A. Sullivan

	 Title:
	 	 Administrative Partner

	
	
	
	
	 GREYLOCK XI-A LIMITED PARTNERSHIP

		
	 By:
	 	 Greylock XI GP Limited Partnership,

		 	 its General Partner

		
	 By:
	 	 /s/ Donald A. Sullivan

		 	 Donald A. Sullivan

	 Title:
	 	 Administrative Partner

	
	
	
	
	 GREYLOCK XI PRINCIPALS LLC

		
	 By:
	 	 Greylock Management Corporation,

		 	 Sole Member

		
	 By:
	 	 /s/ Donald A. Sullivan

		 	 Donald A. Sullivan

	 Title:
	 	 Treasurer

	
	
	


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	DATA DOMAIN OF ELEVEN RINGS, LLC
		
	 By:
	 	 /s/ Harris Barton

	 Name:
	 	 Harris Barton

	 Title:
	 	 Managing Member

	
	
	


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	INVESTORS:
	
	SUTTER HILL VENTURES,
	A CALIFORNIA LIMITED PARTNERSHIP
		
	 By:
	 	 /s/ Gregory P. Sands

	 Name:
	 	 Gregory P. Sands

		 	Managing Director of the General Partner
	
	 PAUL M. WYTHES AND MARSHA R. WYTHES,
 TRUSTEES THE WYTHES LIVING TRUST
 (9/21/87)

		
	 By:
	 	 /s/ David E. Sweet

		 	Paul M. Wythes, Trustee
		 	By David E. Sweet under Power of Attorney
	
	 DAVID L. ANDERSON, TRUSTEE
 THE ANDERSON LIVING TRUST U/A/D
 1/22/98


		
	 By:
	 	 /s/ David E. Sweet

		 	David L. Anderson, Trustee
		 	By David E. Sweet under Power of Attorney
	
	ANVEST, L.P.
		
	 By:
	 	 /s/ David E. Sweet

		 	David L. Anderson, General Partner
		 	By David E. Sweet under Power of Attorney
	
	 G. LEONARD BAKER, JR. AND MARY ANNE 
 BAKER, CO-TRUSTEES OF THE BAKER
 REVOCABLE TRUST U/A/D 2/3/03

		
	 By:
	 	 /s/ David E. Sweet

		 	G. Leonard Baker, Jr., Trustee
		 	By David E. Sweet under Power of Attorney
	
	SAUNDERS HOLDINGS, L.P.
		
	 By:
	 	 /s/ David E. Sweet

		 	G. Leonard Baker, Jr., General Partner
		 	By David E. Sweet under Power of Attorney


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 WILLIAM H. YOUNGER, JR. AND LAUREN L.
 YOUNGER, CO-TRUSTEES OF THE YOUNGER
 LIVING TRUST U/A/D 1/20/95

		
	 By:
	 	 /s/ David E. Sweet

		 	William H. Younger, Jr., Trustee
		 	By David E. Sweet Under Power of Attorney
	
	 GREGORY P. SANDS, TRUSTEE OF
 GREGORY P. SANDS CHARITABLE
 REMAINDER UNITRUST

		
	 By:
	 	 /s/ David E. Sweet

		 	Gregory P. Sands, Trustee
		 	By David E. Sweet Under Power of Attorney
	
	JAMES C. GAITHER
		
	 By:
	 	 /s/ David E. Sweet

		 	James C. Gaither, General Partner
		 	By David E. Sweet Under Power of Attorney
	
	TALLACK PARTNERS, L.P.
		
	 By:
	 	 /s/ David E. Sweet

		 	James C. Gaither, General Partner
		 	By David E. Sweet Under Power of Attorney
	
	 JAMES N. WHITE AND PATRICIA A. O’BRIEN
 AS TRUSTEES OF THE WHITE FAMILY TRUST
 U/A/D 4/3/97

		
	 By:
	 	 /s/ David E. Sweet

		 	James N. White, Trustee
		 	By David E. Sweet Under Power of Attorney
	
	 JEFFREY W. BIRD AND CHRISTINA R. BIRD
 AS TRUSTEES OF JEFFREY W. AND
 CHRISTINA R. BIRD TRUST AGREEMENT
 DATED 10/31/00

		
	 By:
	 	 /s/ David E. Sweet

		 	Jeffrey W. Bird, Trustee
		 	By David E. Sweet Under Power of Attorney


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








					
	 RONALD DANIEL BERNAL AND PAMELA
 MAYER BERNAL AS TRUSTEES OF BERNAL
 FAMILY TRUST U/D/T 11/3/95

		
	 By:
	 	 /s/ David E. Sweet

		 	 Ronald D. Bernal, Trustee
 By David E. Sweet
 Under Power of Attorney



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	INVESTORS:
	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO Sherryl W. Hossack

	
	 /s/ Vicki M. Bandel

	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO David E. Sweet
 (Rollover)

	
	 /s/ Vicki M. Bandel

	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO Lynne M. Brown
 (Rollover)

	
	 /s/ Vicki M. Bandel

	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO Patricia Tom

(Rollover)

	
	 /s/ Vicki M. Bandel

	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO Robert Yin

	
	 /s/ Vicki M. Bandel

	
	 Wells Fargo Bank, N.A. FBO

	 SHV Profit Sharing Plan FBO Tench Coxe

	
	 /s/ Vicki M. Bandel



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	INVESTORS:
	
	 The Codd Revocable Trust Dated 3/06/98,
 Ronald E. and Susan T. Codd, Trustees

		
	 By:
	 	 /s/ Ronald E. F. Codd

	 Print Name:
	 	 Ronald E. F. Codd

	 Title:
  
	 	 Trustee
  



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:
  

	 The Miller Living Trust, dtd 7/7/85, Jeffrey A. &
 Karen L. Miller, Co-Trustees

		
	 By:
	 	 /s/ Jeffrey A. Miller    /s/ Karen L. Miller

	 Print Name:
	 	 Jeffrey A. and Karen L. Miller

	 Title:
	 	 Co-Trustees



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	 CHARLES SIMMONS

	
	 /s/ Charles Simmons



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	 MEL FRIEDMAN

	
	 /s/ Mel Friedman



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 








			
	 INVESTORS:

	
	HENNESSY 1993 REVOCABLE TRUST, JOHN HENNESSY TRUSTEE
		
	 By:
	 	 /s/ John L. Hennessy

	 Name:
	 	John L. Hennessy
	 Title:
	 	Trustee


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  








			
	 INVESTORS:

	
	NORTHGATE PARTNERS, A DELAWARE MULTIPLE SERIES LLC
		
	 By:
	 	 /s/ Mark Harris

	 Name:
	 	Mark Harris
	 Title:
	 	Managing Member


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  








			
	 INVESTORS:

	
	 KONRAD LAI

	
	 /s/ Konrad Lai



 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  








			
	 INVESTORS:

	
	ROBERT B. LYON AND LINDA WEINERT REVOCABLE INTERVIVOS TRUST UNDER AGREEMENT DATED 10/24/97
		
	 By:
	 	 /s/ Robert B. Lyon

	 Name:
	 	Robert B. Lyon
	 Title:
	 	Trustee


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  








			
	 INVESTORS:

	
	G & H PARTNERS
		
	 By:
	 	 /s/ Jonathan Gleason

	 Name:
	 	Jonathan Gleason


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  








			
	 INVESTORS:

	
	PAUL M. WYTHES AND MARSHA WYTHES, TRUSTEES, THE WYTHES LIVING TRUST (9/21/87)
		
	 By:
	 	 /s/ Paul M. Wythes

		 	Paul M. Wythes, Trustee


 SIGNATURE PAGE TO DATA DOMAIN, INC. 
 AMENDED AND RESTATED VOTING AGREEMENT 
  







 SCHEDULE A 
 Schedule of Investors 
 New Enterprise Associates 10, L.P. 
 Greylock XI Limited Partnership 
 Greylock XI-A Limited Partnership 
 Greylock XI Principals LLC 
 Data Domain of Eleven Rings, LLC 
 Paul M. Wythes and Marsha R. Wythes, Trustees, The Wythes Living Trust (9/21/87) 
 G & H Partners 
 Hennessy 1993 Revocable Trust, John Hennessy Trustee 
 Konrad Lai 
 Charles E. Simmons 
 Katayoun Falakshahi 
 Robert B. Lyon & Linda Weinert Revocable Intervivos Trust Under Agreement Dated 10/24/97 
 Mel Friedman 
 Northgate Partners, LLC 
 Northgate Partners, A Delaware Multiple Series LLC 
 The Board of Trustees of
the Leland Stanford Junior University (SBST) 
 Sutter Hill Ventures, a California Limited Partnership 
 David L. Anderson, Trustee, the Anderson Living Trust U/A/D 1/22/98 
 David L.
Anderson, General Partner, Anvest, L.P. 
 G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of the Baker Revocable Trust U/A/D 2/3/03 
 G. Leonard Barker, Jr., General Partner, Saunders Holdings, L.P. 
 William H.
Younger, Jr., Trustee, the Younger Living Trust, U/A/D 1/20/95 
 William H. Younger, Jr. and Lauren L. Younger, Co-Trustees of the Younger Living Trust U/A/D
1/20/95 
 Tench Coxe and Simone Otus Coxe, Co-Trustees of the Coxe Revocable Trust U/A/D 4/23/98 
 Gregory P. and Sarah J.D. Sands as Trustees of Gregory P. and Sarah J.D. Sands Trust Agreement Dated 2/24/99 
 Gregory P. Sands, Trustee of Gregory P. Sands Charitable Remainder Unitrust 
 James C. Gaither 
 James N. White and Pamela A. O’Brien as Trustees of the White Family Trust U/A/D 4/3/97 
 Jeffrey W. Bird and Christina R. Bird as Trustees of Jeffrey W. Bird and Christina R. Bird Trust Agreement Dated 10/31/00 
 Ronald Daniel Bernal and Pamela Mayer Bernal as Trustees of Bernal Family Trust U/D/T 11/31/95 
 Lynne M. Brown 
 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Sherryl W. Hossack 
 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Tench Coxe 
 Wells Fargo
Bank, Trustee SHV Profit Sharing Plan FBO Ronald D. Bernal 
 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO David E. Sweet (Rollover) 
 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Lynne M. Browne 
  

 S-1 








 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Patricia Tom (Pre) 
 Wells Fargo Bank, Trustee SHV Profit Sharing Plan FBO Robert Yin 
 The David
S.H. Rosenthal Trust Under Agreement Dated 10/26/99 
 Louis and Jolene Cole 1988 Rev Trust, Dated 11/7/88 
 Duke University Special Ventures Fund, Inc. 
 Mark W. Younger 
 James C. Gaither, Custodian FBO Kelly L. Younger under CUTMA until age 21 
 James C. Gaither, Custodian FBO Julie A. Younger under CUTMA until age 21 
 Tallack Partners, L.P. 
 James G. La Plante 
 Sherry Artemenko 
 Robert Y. Newell and Ethel N. Newell TTES U/T/A dtd 10/12/99 
 Gordon O.
Matheson and Brenda B. Matheson 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Sherryl W. Hossack 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Tench Coxe 
 Wells
Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO David E. Sweet (Rollover) 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Lynne M. Browne
(Rollover) 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Patricia Tom (Rollover) 
 Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan FBO Robert Yin 
 The Miller Living Trust, dtd 7/7/85, Jeffrey
A. & Karen L. Miller, Co-Trustees 
 The Codd Revocable Trust Dated 3/06/98, Ronald E. and Susan T. Codd, Trustees 







 SCHEDULE B 
 Schedule of Common Holders 
 Kai Li 
 Ming Benjamin Zhu 
 Brian Biles 
 Yifan Zhang

 Frank Slootman 
  

 S-2 








 EXHIBIT A 
 ADOPTION AGREEMENT 
 This Adoption Agreement (“Adoption Agreement”)
is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as of July 26, 2005 (the “Agreement”) by and among the Company and certain of its
stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows: 
 (a)        Acknowledgment.  Transferee acknowledges that Transferee is
acquiring certain shares of the capital stock of the Company (the “Stock”), subject to the terms and conditions of the Agreement. 
 (b)        Agreement.  Transferee (i) agrees that the Stock acquired by Transferee shall be bound by and subject to the terms of the Agreement, and
(ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a Party thereto. 
 (c)        Notice.  Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee’s signature below. 
 EXECUTED AND DATED this              day of
                        , 200  . 
  

			
	 TRANSFEREE:

		
	 By:
	 	  

		 	 Name and Title

		
	 Address:
	 	  

	 Fax:
	 	  



  

			
	 Accepted and Agreed:

	
	 DATA DOMAIN, INC.

		
	 By:
	 	  

	 Title:
	 	  


  

 E-1