EXHIBIT 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT

Investors Rights Agreement

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ARUBA NETWORKS, INC. | ARUBA WIRELESS NETWORKS, INC.

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Title: EXHIBIT 4.2 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT
Governing Law: California Date: 12/15/2006

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Exhibit 4.2

ARUBA WIRELESS NETWORKS, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Initial Closing: September 6, 2005

Subsequent Closing: September 30, 2005

Second Subsequent Closing: September 30, 2006

TABLE OF CONTENTS


	Page

1. Registration Rights		1

1.1 Definitions		1

1.2 Request for Registration		2

1.3 Company Registration		4

1.4 Form S-3 Registration		5

1.5 Obligations of the Company		6

1.6 Information from Holder		8

1.7 Expenses of Registration		9

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		13

1.14 Termination of Registration Rights		14

2. Covenants of the Company		14

2.1 Delivery of Financial Statements		14

2.2 Inspection		15

2.3 Termination of Covenants		15

2.4 Right of First Offer		15

2.5 Proprietary Information and Inventions Agreements		17

2.6 Employee Agreements		17

2.7 Compensation Committee		17

2.8 Qualified Small Business Stock Status		17

2.9 Observer Rights		17

2.10 Director Meetings		19

3. Miscellaneous		19

3.1 Successors and Assigns		19

3.2 Governing Law		19

3.3 Counterparts		19

3.4 Titles and Subtitles		19

3.5 Notices		19

3.6 Expenses		19

3.7 Entire Agreement; Amendments and Waivers		19

3.8 Severability		20

3.9 Aggregation of Stock		21

3.10 Additional Investors		21

3.11 Amendment and Restatement of Prior Agreement		21

AMENDED AND RESTATED
INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of September, 2005, by and among Aruba Wireless Networks, 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 (the “Series A Preferred Stock”) and/or Series B Preferred Stock (the “Series B Preferred Stock”) and/or Series C Preferred Stock (the “Series C Preferred Stock”) and/or shares of Common Stock issued upon conversion thereof, and possess registration rights, information rights, rights of first offer and other rights pursuant to an Amended and Restated Investors’ Rights Agreement dated as of June 24, 2004 by and among the Company and such Existing Investors (the “Prior Agreement”);

WHEREAS, the Prior Agreement may be amended, and any provision therein waived, with the consent of the Company and the holders of a majority of the outstanding Registrable Securities (as such term is defined in the Prior Agreement);

WHEREAS, the Existing Investors as holders of a majority of the outstanding Registrable Securities (as such term is defined in the Prior Agreement) of the Company 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 are parties to the Series D Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain of the Investors (the “Series D Agreement”), which provides that as a condition to the closing of the sale of the Series D Preferred Stock (the “Series D Preferred Stock” and, collectively with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”), this Agreement must be executed and delivered by such Investors, Existing Investors holding a majority of the outstanding Registrable Securities (as such term is defined in the Prior Agreement) of the Company and the Company.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Existing Investors and the Company 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.