Donation Agreement - Micron Semiconductor Products Inc. and Micron Technology Foundation Inc.
DONATION AGREEMENT
This Agreement is made as of this 30th day of August, 2001 ("Effective
Date") by and between Micron Semiconductor Products, Inc. ("Donor") and Micron
Technology Foundation, Inc., ("Foundation").
In consideration of the mutual covenants and representations herein set
forth, the Donor and Foundation agree as follows:
1. Donation and Acceptance of Shares.
(a) Subject to the terms and conditions of this Agreement, the Donor
hereby donates to Foundation and Foundation hereby accepts from the Donor,
fifty-eight million, six hundred twenty-two thousand, eight hundred
sixty-three (58,622,863) shares of the outstanding common stock of Micron
Electronics, Inc., now known as Interland, Inc., represented by Certificate
No.'s M-1913, M-8508, M-8510, M-8511, M-8512, M-8513, M-8999, M-9000 (the
"Shares").
2. Assignment of and Assumption of Agreements
(a) Shareholder Agreement. Pursuant to Section 1(ix) of the MTI
Shareholder Agreement entered into as of March 22, 2001, by and among Micron
Electronics, Inc., now known as Interland, Inc., and Micron
Technology, Inc., the terms of Section 1 of which the Donor has agreed to be
bound, Donor is transferring the Shares to Foundation. As required by the
MTI Shareholder Agreement, Foundation hereby agrees to be bound by Section 1
of the MTI Shareholder Agreement with respect to the Shares.
(b) Registration Rights Agreement. Pursuant to Section 1.7(ii) of the
Amended and Restated Registration Rights Agreement entered into as of August
6, 2001, by and between Micron Technology, Inc., Micron Electronics, Inc.,
now known as Interland, Inc., and certain other parties, which has been
assigned to Donor by Micron Technology, Inc., Donor hereby assigns its
rights contained in the Amended and Restated Registration Rights Agreement
to Foundation. As required by the Amended and Restated Registration Rights
Agreement, Foundation hereby agrees to be bound by and subject to the terms
and conditions of the Amended and Restated Registration Rights Agreement.
3. Stock Dividends, Splits. If after the Effective Date, there is any stock
dividend, stock split or other change in the character or amount of the Shares,
then, in such event, Foundation shall be entitled to any and all payments and
securities to which the holder of the Shares is entitled and any new, additional
or substituted securities shall be immediately subject to this Agreement and be
included in the definition of "Shares" herein.
4. Foundation's Representations. In connection with his purchase of the
Shares, Foundation hereby represents and warrants to the Donor as follows:
(a) Investment Intent; Capacity to Protect Interests. Foundation is
acquiring the Shares solely for its own account for investment and not with
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a view to or for sale in connection with any distribution of the Shares or
any portion thereof and not with any present intention of selling, offering
to sell or otherwise disposing of or distributing the Shares or any portion
thereof in any transaction other than a transaction exempt from registration
under the Securities Act of 1933, as amended (the "Act").
(b) Restricted Securities. Foundation understands and acknowledges that
the sale of the Shares has not been registered under the Act, and the Shares
must be held indefinitely unless subsequently registered under the Act or an
exemption from such registration is available.
5. Miscellaneous.
(a) The parties agree to execute such further instruments and to take
such further action as may reasonably be necessary to carry out the intent
of this Agreement
(b) This Agreement shall be governed by the laws of the state of Idaho,
without reference to conflicts of laws principles, and any issues arising as
a result of this Agreement shall be adjudicated in the state of Idaho.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
FOUNDATION: DONOR:
MICRON TECHNOLOGY FOUNDATION, INC. MICRON SEMICONDUCTOR PRODUCTS, INC.
By: /s/ Karen L. Vauk By: Steven R. Appleton
--------------------------------- ---------------------
Name: Karen L. Vauk Name: Steven R. Appleton
Title: Executive Director Title: Chairman
And Assistant Corporate Secretary
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