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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-
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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.
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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
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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
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William Wood
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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
