Amendment No. 1 to Investors' Rights Agreement by and among McDATA Corporation, McDATA Holdings Corporation, John F. McDonnell, and William Wood

Summary

This amendment updates the Investors' Rights Agreement originally signed on October 1, 1997, between McDATA Corporation, McDATA Holdings Corporation, John F. McDonnell, and William Wood. The amendment replaces Exhibit A of the original agreement with a new version and clarifies that all other terms remain unchanged. The amendment is effective as of May 23, 2000, and is governed by Delaware law. The parties agree to the changes as outlined, with all other provisions of the original agreement remaining in effect.

EX-4.3 4 0004.txt AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT 1 EXHIBIT 4.3 AMENDMENT NO. 1 TO INVESTORS' RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE INVESTORS' RIGHTS AGREEMENT (this "Amendment No. 1") is being entered into as of May 23, 2000 between McDATA Corporation, a Delaware corporation (the "Company"), McDATA Holdings Corporation, a Delaware corporation ("McDATA Holdings"), John F. McDonnell and William Wood (McDATA Holdings, Mr. McDonnell and Mr. Wood are collectively referred to herein as the "Investors," and each is individually referred to herein as an "Investor"). WHEREAS, each of the Company, EMC Corporation, a Massachusetts corporation ("EMC"), and the Investors is a party to the Investors' Rights Agreement, entered into as of October 1, 1997 (the "Investors' Rights Agreement"); and WHEREAS, Section 8.6 of the Investors' Rights Agreement provides that the Investors' Rights Agreement may be amended only with the written consent of the Company and a majority in interest of the Investors; and WHEREAS, the Company and each Investor has determined that it would be desirable to amend the Investors' Rights Agreement in the manner set forth in this Amendment No. 1; NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein and in the Investors' Rights Agreement, the parties hereto hereby agree as follows: 1. Exhibit A to the Investors' Rights Agreement is hereby amended and replaced in its entirety by Exhibit A hereto. 2. The term "Agreement" in the Investors' Rights Agreement shall mean the Investors' Rights Agreement as amended by this Amendment No. 1. 3. This Amendment No. 1 is effective as of the date first set forth above. All of the terms and provi- 1 2 sions of the Investors' Rights Agreement not amended hereby shall remain in full force and effect and shall be otherwise unaffected hereby. 4. This Amendment No. 1 shall be governed by and construed under the laws of the State of Delaware applicable to contacts made and performed entirely within the State of Delaware without giving effect to the principles of conflicts of law thereof. This Amendment No. 1 may be executed in two or more counterparts, each of which shall for all purposes be deemed to be an original, and all of such counterparts shall together constitute one and the same instrument. 2 3 IN WITNESS WHEREOF, this Amendment No. 1 to the Investors' Rights Agreement is executed under seal as of the date first set forth above. COMPANY: MCDATA CORPORATION By: /s/ DEE J. PERRY --------------------------------- Name: Dee J. Perry Title: Chief Financial Officer and Vice President of Finance and Administration INVESTORS: MCDATA HOLDINGS CORPORATION By: /s/ PAUL T. DACIER --------------------------------- Name: Paul T. Dacier Title: /s/ JOHN F. MCDONNELL --------------------------------- John F. McDonnell /s/ WILLIAM WOOD --------------------------------- William Wood 3 4 EXHIBIT A INVESTOR LIST CLASS A COMMON STOCK INVESTOR: McDATA Holdings Corporation with a copy to: c/o EMC Corporation McDATA Corporation 171 South Street 310 Interlocken Parkway Hopkinton, MA 01748 Broomfield, CO 80021 Attn: General Counsel Attn: President CLASS B COMMON STOCK INVESTOR: John F. McDonnell c/o McDATA Corporation 310 Interlocken Parkway Broomfield, CO 80021