Preview | Agreement and Plan of Reorganization |

TABLE OF CONTENTS


			Page
ARTICLE I THE MERGER				2
	1.1	The Merger		2
	1.2	Closing; Effective Time		2
	1.3	Effect of the Merger		2
	1.4	Certificate of Incorporation and Bylaws		2
	1.5	Directors and Officers		3
	1.6	Effect on Capital Stock		3
	1.7	Surrender of Certificates		4
	1.8	No Further Ownership Rights in Company Common Stock		7
	1.9	Lost, Stolen or Destroyed Certificates		7
	1.10	Tax Consequences		7
	1.11	Further Action		7
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY				8
	2.1	Organization; Standing; Charter Documents; Subsidiaries		8
	2.2	Capital Structure		9
	2.3	Authority; Non-Contravention; Necessary Consents		12
	2.4	SEC Filings; Financial Statements		13
	2.5	Absence of Certain Changes or Events		16
	2.6	Taxes		16
	2.7	Intellectual Property		18
	2.8	Compliance; Permits; Exports; FCPA		23
	2.9	Litigation		24
	2.10	Brokers and Finders Fees; Fees and Expenses		25
	2.11	Transactions with Affiliates		25
	2.12	Employee Benefit Plans		25
	2.13	Title to Properties		29
	2.14	Environmental Matters		29
	2.15	Contracts		30
	2.16	Insurance		32
	2.17	Disclosure		33
	2.18	Board Approval		33
	2.19	Fairness Opinion		33
	2.20	Rights Plan		34
	2.21	Takeover Statutes		34
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB				34
	3.1	Organization; Standing; Charter Documents; Subsidiaries		34
	3.2	Capital Structure		35

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			Page
	3.3	Authority; Non-Contravention; Necessary Consents		36
	3.4	SEC Filings; Financial Statements		37
	3.5	Absence of Certain Changes or Events		39
	3.6	Taxes		40
	3.7	Intellectual Property		41
	3.8	Compliance; Permits		41
	3.9	Litigation		42
	3.10	Brokers and Finders Fees		42
	3.11	Employee Benefit Plans		42
	3.12	Environmental Matters		44
	3.13	Material Contracts.		44
	3.14	Disclosure		45
	3.15	Board Approval		45
	3.16	Fairness Opinion		45
	3.17	Rights Plan		46
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME				46
	4.1	Conduct of Business by the Company.		46
	4.2	Conduct of Business by Parent.		50
ARTICLE V ADDITIONAL AGREEMENTS				52
	5.1	Proxy Statement/Prospectus; Registration Statement		52
	5.2	Meeting of Stockholders; Board Recommendation		53
	5.3	Acquisition Proposals		54
	5.4	Confidentiality; Access to Information; No Modification of Representations, Warranties or Covenants		58
	5.5	Public Disclosure		59
	5.6	Regulatory Filings; Reasonable Best Efforts		59
	5.7	Notification of Certain Matters		61
	5.8	Third-Party Consents		61
	5.9	Equity Awards and Employee Benefits.		62
	5.10	Indemnification		65
	5.11	Form S-8		66
	5.12	Nasdaq Listing		66
	5.13	Company Affiliates; Restrictive Legend.		67
	5.14	Treatment as Reorganization		67
	5.15	Company Rights Plan		67
	5.16	Board of Directors		67
	5.17	Section 16 Matters		68
	5.18	Merger Sub Compliance		68
	5.19	Convertible Debt		68
ARTICLE VI CONDITIONS TO THE MERGER				69
	6.1	Conditions to the Obligations of Each Party to Effect the Merger		69
	6.2	Additional Conditions to the Obligations of the Company		70

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INDEX OF DEFINED TERMS


Term		Reference
2.25% Notes		2.2(c)
3.00% Notes		2.2(c)
401(k) Plans		5.9(h)(i)
Acquisition		7.3(b)(iv)
Acquisition Proposal		5.3(g)(i)
Action of Divestiture		5.6(e)
Agreement		Preamble
Approval		2.12(c)(ii)
Book Entry Shares		1.7(c)
Briefings		5.6(b)
business day		8.3(a)
Certificate of Merger		1.2
Certificates		1.7(c)
Change of Recommendation		5.3(d)(i)
Change of Recommendation Notice		5.3(d)(i)(3)
Closing		1.2
Closing Date		1.2
CNT		2.2(c)
CNT Indenture		5.19
Code		Recitals
Company		Preamble
Company Affiliate		2.11
Company Balance Sheet		2.4(b)
Company Benefit Plans		2.12(a)
Company Board Approval		2.18
Company Charter Documents		2.1(b)
Company Class A Common Stock		1.6(a)
Company Class B Common Stock		1.6(a)
Company Common Stock		1.6(a)
Company Disclosure Letter		Article II
Company Financials		2.4(b)
Company Intellectual Property		2.7(a)(ii)
Company Lease		2.13(a)
Company Leased Property		2.13(a)
Company Material Contract		2.15(a)
Company Options		2.2(b)
Company Owned Property		2.13(b)
Company Permits		2.8(b)

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Term		Reference
Company Preferred Stock		2.2(a)
Company Privacy Policy		2.7(a)(vii)
Company Products		2.7(c)
Company Purchase Plan		1.6(e)
Company Real Property		2.13(b)
Company Registered Intellectual Property		2.7(a)(iv)
Company Restricted Stock		2.2(a)
Company Rights		2.2(a)
Company Rights Agreement		2.2(a)
Company SEC Reports		2.4(a)
Companys FSA		5.9(d)
Company Stock Option Plans		2.2(b)
Company Stock-Based Award		5.9(c)
Company Termination Fee		7.3(b)(i)(1)
Confidentiality Agreement		5.4(a)
Continuing Employees		5.9(d)
Contract		2.2(a)
Controlled Group Affiliate		2.12(e)
Convertible Debt		2.2(c)
Credit Suisse		2.10
D&O Insurance		5.10(b)
Delaware Law		Recitals
Distribution Date		5.15
DOJ		5.6(a)
Domain Names		2.7(a)(i)
Effect		8.3(c)
Effective Time		1.2
Employee		2.12(a)
End Date		7.1(b)
ERISA		2.12(c)(i)
Exchange Act		2.3(c)
Exchange Agent		1.7(a)
Exchange Fund		1.7(b)
Exchange Ratio		1.6(a)
Export Approvals		2.8(c)(i)
FCPA		2.8(d)
FTC		5.6(a)
GAAP		2.4(b)
Governmental Entity		2.3(c)
Hazardous Material		2.14(a)
Hazardous Material Activities		2.14(b)

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Term		Reference
Hazardous Materials Laws		2.14(b)
HSR Act		2.3(c)
include, includes and including		8.3(a)
Indemnified Parties		5.10(a)
Indenture		5.19
Intellectual Property		2.7(a)(i)
IP Contracts		2.7(j)
Issued Calls		5.19
Knowledge		8.3(b)
Legal Requirements		2.2(e)
Liens		2.1(d)
Material Adverse Effect		8.3(c)
Merger		1.1
Merger Sub		Preamble
Merger Sub Common Stock		1.6(d)
Nasdaq		1.6(f)
Necessary Consents		2.3(c)
Open Source Material		2.7(q)
Parent		Preamble
Parent Balance Sheet		3.4(b)
Parent Benefit Plan		3.11(a)(i)
Parent Board Approval		3.15
Parent Charter Documents		3.1(b)
Parent Common Stock		1.6(a)
Parent Disclosure Letter		Article III
Parent Financials		3.4(b)
Parent Material Contract		3.13
Parent Options		3.2(b)
Parent Permits		3.8(b)
Parent Preferred Stock		3.2(a)
Parent Purchase		4.2(b)(v)
Parent Rights		3.2(a)
Parent Rights Agreement		3.2(a)
Parent SEC Reports		3.4(a)
Parent Stock Option Plans		3.2(b)
Parent Termination Fee		7.3(b)(ii)(1)
Parents FSA		5.9(d)
Parents Savings Plan		5.9(h)(ii)
Permits		2.8(b)
Person		8.3(d)
Personal Data		2.7(a)(v)

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Term		Reference
Proxy Statement/Prospectus		2.17
PTO		2.7(b)
Purchased Calls		5.19
Registered Intellectual Property		2.7(a)(iii)
Registration Statement		2.17
Representatives		5.3(a)
Restricted Purchases		4.2(b)(v)
Routine Grants		4.1(b)(iv)
Sarbanes-Oxley Act		2.4(c)
SEC		2.2(a)
Securities Act		2.4(a)
Share Issuance		Recitals
Significant Subsidiaries		2.1(b)
Stockholders Meeting		5.2(a)
Subsidiary		2.1(a)
Subsidiary Charter Documents		2.1(b)
Superior Offer		5.3(g)(ii)
Surviving Corporation		1.1
Surviving Corporation Common Stock		1.6(d)
Tax		2.6(a)
Taxes		2.6(a)
Tax Returns		2.6(b)(i)
the business of		8.3(a)
Triggering Event		7.1(i)
U.S. Bank		5.19
URLs		2.7(a)(i)
User Data		2.7(a)(vi)
Voting Debt		2.2(d)
Wells Fargo		5.19
WGM		5.14(b)
WSGR		5.14(b)

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of August 7, 2006, by and among Brocade Communications Systems, Inc., a Delaware corporation (Parent), Worldcup Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (Merger Sub), and McDATA Corporation, a Delaware corporation (the Company).

RECITALS

A. The respective Boards of Directors of Parent, Merger Sub and the Company have deemed it advisable and in the best interests of their respective corporations and stockholders that Parent and the Company consummate the business combination and other transactions provided for herein.

B. The respective Boards of Directors of Parent, Merger Sub and the Company have approved, in accordance with the applicable provisions of the General Corporation Law of the State of Delaware (Delaware Law), this Agreement and the transactions contemplated hereby, including the Merger (as defined in Section 1.1).

C. The Board of Directors of the Company has resolved to recommend to its stockholders adoption of this Agreement.

D. The Board of Directors of Parent has authorized, and resolved to recommend to its stockholders approval of, the issuance of shares of Parent Common Stock (as defined in Section 1.6(a)) in connection with the Merger (the Share Issuance).

E. Parent, as the sole stockholder of Merger Sub, has approved, and immediately following the execution hereof, will adopt, this Agreement.

F. Parent, Merger Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe certain conditions to the Merger.

G. For United States federal income tax purposes, the parties intend that the Merger qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code), and the parties intend, by executing this Agreement, to adopt a plan of reorganization for purposes of Section 368(a) of the Code.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into the Company (the Merger), the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the Surviving Corporation.

1.2 Closing; Effective Time. The closing of the Merger (the Closing) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, located at 650 Page Mill Road, Palo Alto, California, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI (other than those that by their terms are to be satisfied or waived at the Closing), or at such other time, date and location as the parties hereto agree in writing; provided, however, that if all the conditions set forth in Article VI shall not have been satisfied or waived on such second business day, then the Closing shall take place on the first business day on which all such conditions shall have been satisfied or waived. The date on which the Closing occurs is referred to herein as the "Closing Date. Subject to the provisions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing the Certificate of Merger in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Delaware Law (the Certificate of Merger) (the time of such filing with the Secretary of State of the State of Delaware (or such later time as may be agreed in writing by the Company and Parent and specified in the Certificate of Merger) being the Effective Time) as soon as practicable on or after the Closing Date.

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of Delaware Law, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

1.4 Certificate of Incorporation and Bylaws. At the Effective Time, the certificate of incorporation of the Company shall be amended and restated in its entirety (as set forth on Exhibit A to the Certificate of Merger) to be identical to the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter amended in accordance with Delaware Law and as provided in such certificate of incorporation; provided, however, that at the Effective Time, Article I of the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as follows: The name of the corporation is McDATA Corporation, and the certificate of incorporation shall be amended so as to comply with Section 5.10(a). At the Effective Time, the bylaws of the Company shall be amended and restated in

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			Page
	6.3	Additional Conditions to the Obligations of Parent		70
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER				71
	7.1	Termination		71
	7.2	Notice of Termination; Effect of Termination		73
	7.3	Fees and Expenses		74
	7.4	Amendment		76
	7.5	Extension; Waiver		76
ARTICLE VIII GENERAL PROVISIONS				76
	8.1	Non-Survival of Representations and Warranties		76
	8.2	Notices		77
	8.3	Interpretation; Knowledge		78
	8.4	Counterparts		80
	8.5	Entire Agreement; Third-Party Beneficiaries		80
	8.6	Severability		80
	8.7	Other Remedies		80
	8.8	Governing Law; Specific Performance; Jurisdiction		81
	8.9	Rules of Construction		81
	8.10	Assignment		82
	8.11	Waiver of Jury Trial		82



Exhibit A		Certificate of Merger

Exhibit B		Parent Tax Certificate

Exhibit C		Company Tax Certificate