Amendment No. 2 to Amended and Restated Issuer Repurchase Plan Agreement
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Issuer Repurchase Plan Agreement
between SonicWALL, Inc., a California corporation (the “Company”) and RBC Dain Rauscher Inc. (the
“Broker”) (the “Amended and Restated Agreement”) is entered into this 3rd day of November 2006. The
purpose of this Amendment is to modify certain provisions of the Amended and Restated Agreement. Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated
The Company previously established the Amended and Restated Agreement to repurchase shares of its common
stock, par value $.01 per share (the “Stock”) in compliance with Rule 10b-18 (“Rule 10b-18”) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Board of Directors of the Company, at its regular meeting held on February 7, 2006, authorized an increase
in the aggregate amount of purchases pursuant to this Amended and Restated Agreement and further authorized
an extension of the term of the Amended and Restated Agreement;
The Company desires to continue its engagement of the Broker to effect repurchases of shares of the Stock in
accordance with the Amended and Restated Agreement, as modified by this Amendment.
Therefore, the Company and the Broker hereby agree to modify the Amended and Restated Agreement as
IN WITNESS WHEREOF, the undersigned have signed this Amendment as of the date first written above.
1. In Section 2(e), DELETE the language “(e) the date that the aggregate amount of purchases pursuant to
this Agreement reaches Seventy Five Million Dollars ($75,000,000) ” and in lieu thereof INSERT
the following, “(e) the date that the aggregate amount of purchases pursuant to this Amended and Restated
Agreement reaches One Hundred Million Dollars ($100,000,000) ”
2. In Section 2(g)