Hammerhead Systems Secures $25 Million Series B from Mayfield, Foundation Capital, Enterprise Partners and Pequot Ventures

U.S. Trials of Migration Edge Switch Underway with Leading RBOC and Network Service Providers

Mountain View, CA – January 26, 2004 – Hammerhead Systems, Inc., the telecom data migration company, today announced it has received $25 million in Series B financing, bringing its total funding to $43 million. Pequot Ventures led the round with new equity participation and Pequot General Partner Greg Rossmann joins Hammerhead’s board of directors. All first round VCs participated including Mayfield, Foundation Capital, and Enterprise Partners. The company also announced that it is in trials with a Tier 1 RBOC and a leading U.S.-based network service provider. Hammerhead was founded in January of 2002 and has architected its platform from the ground up to address the emerging revenue migration needs of service providers as they transition to an MPLS backbone.

“The follow-on investment from Pequot Ventures and all of our first round VCs, and the success of our trials, validate both our product and market,” said Joe Sigrist, Hammerhead’s President and CEO. “Hammerhead’s service-aware migration edge switching solutions enable service providers to seamlessly migrate revenue to an MPLS backbone and gracefully insert new corporate data services, while delivering disruptive capital and operational economics. We’re initially targeting the sweet-spot of corporate data services -- the $20 billion Frame Relay/ATM market -- which represents the carriers’ most profitable data services as well as the primary method for transporting mission critical applications among the Fortune 1000.”

“Hammerhead Systems’ approach is unique in focusing its innovations on an application that is real today, and where carriers are feeling pain,” said Greg Rossmann, Hammerhead Systems Board Director and General Partner at Pequot Ventures. “Hammerhead has a timing advantage as the only company targeting revenue migration for corporate data services – a critical problem that carriers need solved. We invested in Hammerhead because they have a deep understanding of the carrier space, built a very strong team, exceeded their product development milestones as validated through multiple trials, and have tangible customer traction.”

“Carriers are looking for pragmatic solutions to protect and grow their huge and highly profitable Frame Relay investments. Hammerhead is at the forefront of the new carrier network economics with their migration edge switch. There’s little cost left for the carriers to slash -- Wall Street won’t fund a greenfield, and they can’t afford to abandon their most profitable enterprise customers as they migrate data services revenue to an MPLS backbone,” said Kevin Fong, Hammerhead Systems Board Director and Managing Partner at Mayfield. “Hammerhead has tapped into this huge market in transition, one that incumbent equipment suppliers have clearly ignored. The market is responding to Hammerhead’s innovations through the validation of their customer trials.

About Mayfield
Mayfield provides Venture Capital with Impact and creates next-generation technology companies in communications, enterprise software and consumer. Since Mayfield's founding in 1969, the firm has invested in more than 450 companies and has taken approximately 100 companies public. Mayfield's portfolio of companies includes those that represent the foundation of today's technology economy, as well as companies striving to set the technology paradigms of the future. Kevin Fong is Managing Partner and heads Mayfield's Communications Group. Kevin Fong is recognized as an entrepreneur, philanthropist and successful investor including wins at Crescendo Networks (now Cisco) and Legato. For more information, please visit www.mayfield.com or contact Jennifer Jones (650) 854-5560, jjones@Mayfield.com.

About Foundation Capital
Founded in 1995, Foundation Capital is a venture capital firm committed to supporting entrepreneurs and their companies, targeting innovative opportunities in telecommunications and networking; Internet infrastructure; and enterprise software. In May of 2001, Foundation announced the close of Foundation Capital Fund IV, a $595 million fund. Fund IV participants included new limited partners Harvard, Yale and University of Texas, as well as all existing limited partners. Adam Grosser is a General Partner and currently serves on the boards of Oluma, Peribit Networks, Calypso Networks and Synfora. He also served on the boards of Alteon WebSystems (now part of Nortel Networks), Skystream Networks and @Home Australia. Prior to joining Foundation Capital, Adam was president of Excite@Home's Subscriber Networks division and CEO of Catapult Entertainment. For more information, visit www.foundationcapital.com or contact: Tim Turpin (415) 392-8282, tim@outcastpr.com.

About Enterprise Partners
Enterprise Partners is the largest venture capital firm in Southern California, with more than $1 billion in assets. The firm provides capital and strategic guidance to early stage and emerging growth companies in networking and telecommunications, enterprise software, semiconductors and computing, life sciences, and the convergence of those technologies across a broad array of markets. Bill Stensrud is Managing Director and General Partner. He was the original VP of Marketing at StrataCom and the CEO of Primary Access. Bill is an industry visionary and an early investor who continues to sit on the boards of Paradyne Corporation and Juniper Networks. For more information please visit www.epvc.com or email: bills@epvc.com.

About Pequot Ventures
Pequot Ventures is the direct venture investment arm of Pequot Capital Management, Inc. focused on today's most dynamic startup and growth stage companies in the infrastructure, software and services and healthcare sectors. Pequot Ventures creates value in bringing energy and substantial sector expertise to its portfolio companies through the collective intellectual capital, deep operating experience and extensive network of its investment team. Greg Rossmann, General Partner, focuses on investments in telecommunications, semiconductor, storage, and wireless areas for the Pequot venture and private equity funds. Greg brings 20 years of operating, transaction and investment experience to Pequot and currently sits on the boards of GCT Semiconductor, Mantaro Networks, Netgear, and Summit Microelectronics. For more information please visit www.pequotventures.com or contact: grossmann@pequotcap.com.

About Hammerhead Systems
Hammerhead Systems, Inc. is the telecom data migration company enabling service providers to migrate revenue as they transition their existing corporate data networks to a consolidated, common MPLS backbone. The company is initially targeting the sweet-spot of corporate data services -- the $20 billion Frame Relay/ATM market – which represents the carriers' most profitable data services. Hammerhead has announced U.S. trials with a leading RBOC and a leading Network Service Provider. The company is located in Mountain View, California, is privately held, and has secured $43 million in funding from Mayfield, Enterprise Partners, Pequot Ventures and Lighthouse Capital. For more information about Hammerhead, visit www.hammerheadsystems.com.