Issuer Repurchase Plan Agreement
This Issuer Repurchase Plan Agreement (this “Agreement”) is entered into this 29th day of November, 2004
between SonicWALL, Inc., a California corporation (the “Company”) and RBC Dain Rauscher Inc.
The Company desires to establish this Agreement to systematically repurchase shares of its of common stock,
par value $.01 per share (the “Stock”) in compliance with Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18
(“Rule 10b-18”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company desires to engage the Broker to effect repurchases of shares of the Stock in accordance with
The Stock is principally traded on the Nasdaq National Market (the “Exchange”).
Therefore, the Company and the Broker hereby agree as follows:
1. The Company hereby appoints the Broker to buy shares of Stock pursuant to the terms and
conditions set forth below. Subject to such terms and conditions, the Broker hereby accepts such appointment.
2. The Broker is authorized to begin purchasing Stock pursuant to this Agreement commencing on
December 1, 2004 and shall cease purchasing Stock on the earliest to occur of: (a) the date that the Company or
any other person publicly announces a tender or exchange offer with respect to the Stock, (b) the date of public
announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the
securities of the Company as a result of which the Stock is exchanged or converted into shares of another
company, (c) the date on which the Broker receives notice of the commencement of any proceedings in respect
of or triggered by the Company’s bankruptcy or insolvency, (d) the date immediately prior to any applicable
restricted period of a distribution (as such terms are defined in Regulation M promulgated under the Exchange
Act), (e) the date that the aggregate amount of purchases pursuan