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.
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