Stock Purchase Agreement - Micron Technology Inc. and Micron Semiconductor Products Inc.
STOCK PURCHASE AGREEMENT
This Agreement is made as of this 30th day of August, 2001 ("Effective
Date") by and between Micron Technology, Inc., ("Seller") and Micron
Semiconductor Products, Inc. ("Purchaser").
In consideration of the mutual covenants and representations herein set
forth, the Seller and Purchaser agree as follows:
1. Purchase and Sale of Shares.
(a) Subject to the terms and conditions of this Agreement, the Seller
hereby sells to Purchaser and Purchaser hereby purchases from the Seller,
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") at a price of $1.605 per share, for an aggregate purchase price of
$94,089,695.12. The purchase price for the Shares shall be paid upon
delivery of the Shares to Purchaser.
2. Assignment of and Assumption of Agreements
(a) Shareholder Agreement. Pursuant to Section 1(viii) of the MTI
Shareholder Agreement entered into as of March 22, 2001, by and among Micron
Electronics, Inc., now known as Interland, Inc., and the Seller, Seller is
transferring the Shares to Purchaser, which is a "controlled Affiliate of
MTI". As required by the MTI Shareholder Agreement, Purchaser 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(i) 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,
Seller hereby assigns its rights contained in the Amended and Restated
Registration Rights Agreement to Purchaser. As required by the Amended and
Restated Registration Rights Agreement, Purchaser 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, Purchaser 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. Purchaser's Representations. In connection with his purchase of the
Shares, Purchaser hereby represents and warrants to the Seller as follows:
(a) Investment Intent; Capacity to Protect Interests. Purchaser is
<PAGE>
purchasing the Shares solely for its own account for investment and not with
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. Purchaser 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.
PURCHASER: SELLER:
MICRON SEMICONDUCTOR PRODUCTS, INC. MICRON TECHNOLOGY, INC.
By: /s/ Steven R. Appleton By: /s/ W.G. Stover, Jr.
------------------------ ---------------------
Name: Steven R. Appleton Name: W.G. Stover, Jr.
Title: Chairman Title: VP of Finance and CFO
1