Exhibit
4.1




 





 


 


SECURITIES PURCHASE AGREEMENT


 


 


MICRON TECHNOLOGY, INC.


 


 


INTEL CAPITAL CORPORATION


 


 


 


September 24, 2003


 




 





 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  DEFINITIONS

  
	
   

  	
  1.1

  	
  Certain
  Defined Terms; Interpretation

  
	
   

  	
  1.2

  	
  Index of
  Other Defined Terms

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AGREEMENT
  TO PURCHASE AND SELL SECURITIES

  
	
   

  	
  2.1

  	
  Agreement
  to Purchase and Sell Stock

  
	
   

  	
  2.2

  	
  The Closing

  
	
   

  	
  2.3

  	
  Additional
  Adjustment Shares

  
	
   

  	
   

  	
   

  
	
  3.

  	
  REPRESENTATIONS
  AND WARRANTIES OF THE COMPANY

  
	
   

  	
  3.1

  	
  Organization
  Good Standing and Qualification

  
	
   

  	
  3.2

  	
  Capitalization

  
	
   

  	
  3.3

  	
  Due
  Authorization

  
	
   

  	
  3.4

  	
  Valid Issuance
  of Shares; Listing

  
	
   

  	
  3.5

  	
  Compliance
  with Securities Laws

  
	
   

  	
  3.6

  	
  Governmental
  Consents

  
	
   

  	
  3.7

  	
  Non-Contravention

  
	
   

  	
  3.8

  	
  Litigation

  
	
   

  	
  3.9

  	
  Compliance
  with Law and Charter Documents

  
	
   

  	
  3.10

  	
  SEC
  Documents

  
	
   

  	
  3.11

  	
  Absence
  of Certain Changes Since Balance Sheet

  
	
   

  	
  3.13

  	
  Full
  Disclosure

  
	
   

  	
   

  	
   

  
	
  4.

  	
  REPRESENTATIONS AND WARRANTIES OF
  SILICON CAPITAL

  
	
   

  	
  4.1

  	
  Investigation;
  Economic Risk

  
	
   

  	
  4.2

  	
  Purchase
  for Own Account

  
	
   

  	
  4.3

  	
  Exempt from
  Registration; Restricted Securities

  
	
   

  	
  4.4

  	
  Accredited
  Investor

  
	
   

  	
  4.5

  	
  Legends

  
	
   

  	
  4.6

  	
  Organization
  Good Standing and Qualification

  
	
   

  	
  4.7

  	
  Due
  Authorization;  Capitalization

  
	
   

  	
  4.8

  	
  Governmental
  Consents

  
	
   

  	
  4.9

  	
  Non-Contravention

  
	
   

  	
  4.10

  	
  Restrictions
  on Hedging

  
	
   

  	
   

  	
   

  
	
  5.

  	
  AFFIRMATIVE
  COVENANTS OF THE COMPANY

  
	
   

  	
  5.1

  	
  Use of
  Proceeds

  
	
   

  	
   

  	
   

  
	
  6.

  	
  CLOSING
  CONDITIONS

  
	
   

  	
  6.1

  	
  Conditions
  to Silicon Capital’s Obligations

  
	
   

  	
  6.2

  	
  Conditions
  to the Company’s Obligations

  
	
   

  	
   

  	
   

  
	
  7.

  	
  CONFIDENTIALITY
  OBLIGATIONS

  
	
   

  	
  7.1

  	
  Obligations

  
	
   

  	
  7.2

  	
  Certain
  Definitions

  



 


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  7.3

  	
  Non-Disclosure
  of Agreements

  
	
   

  	
  7.4

  	
  Public
  Announcements

  
	
   

  	
  7.5

  	
  Third Party
  Information

  
	
   

  	
  7.6

  	
  Other
  Disclosures

  
	
   

  	
  7.7

  	
  Disclosure
  of Tax Treatment, Etc.

  
	
   

  	
   

  	
   

  
	
  8.

  	
  MISCELLANEOUS

  
	
   

  	
  8.1

  	
  Governing
  Law

  
	
   

  	
  8.2

  	
  Survival

  
	
   

  	
  8.3

  	
  Successors
  and Assigns

  
	
   

  	
  8.4

  	
  Entire
  Agreement

  
	
   

  	
  8.5

  	
  Notices

  
	
   

  	
  8.6

  	
  Amendments

  
	
   

  	
  8.7

  	
  Delays or
  Omissions

  
	
   

  	
  8.8

  	
  Legal Fees

  
	
   

  	
  8.9

  	
  Titles and
  Subtitles

  
	
   

  	
  8.10

  	
  Counterparts

  
	
   

  	
  8.11

  	
  Severability

  
	
   

  	
  8.12

  	
  Dispute
  Resolution

  
	
   

  	
  8.13

  	
  No Third
  Parties Benefited

  
	
   

  	
  8.14

  	
  Meaning
  of Include and Including

  
	
   

  	
  8.15

  	
  Fees,
  Costs and Expenses

  
	
   

  	
  8.16

  	
  Competition

  



 


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SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase Agreement (this “Agreement”)
is entered into as of September 24, 2003 by and between Micron Technology,
Inc., a Delaware corporation (the “Company” or the “Corporation”)
and Intel Capital Corporation, a Cayman Islands corporation (“Intel Capital”).


 


WHEREAS, Intel Capital is willing, pursuant to the
terms and conditions of this Agreement, to purchase from the Company, for an
aggregate amount of $449,999,998.05, Rights (as defined below) to acquire
33,860,045 shares of the Company’s Common Stock, par value $0.10 per share (the
“Common Stock”);


 


WHEREAS, at the closing of the transactions
contemplated hereby, the Company and Intel Capital will enter into the Rights
Agreement, the Rights and Restrictions Agreement and the Business Agreement
(each as defined below).


 


NOW, THEREFORE, the parties hereby agree as follows:


 


1.                                      DEFINITIONS.


 


1.1                                 Certain
Defined Terms; Interpretation.  The
following terms shall have the following respective meanings.


 


“Affiliate” shall mean, with respect to any
Person, any Person directly or indirectly controlling, controlled by, or under
common control with, such other Person. 
For purposes of this definition, “control” when used with respect
to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting securities, by contract or otherwise;
the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 


“Business Agreement” shall mean that certain
Business Agreement by and between Intel and the Company, dated as of the date
hereof, in the form attached to this Agreement as Exhibit A.


 


“Business Day” shall mean any day on which
commercial banks are not authorized or required to close in either Boise, Idaho
or San Francisco, California.


 


“Common Stock” shall have the meaning set forth
in the recitals to this Agreement.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, all as the same shall be in effect from time to time.


 


“HSR Act” shall mean Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.


 


“Intel” shall mean Intel Corporation, a
Delaware corporation.


 


“NYSE” shall mean the New York Stock Exchange.


 


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“Person” shall mean individual, corporation,
company, voluntary association, partnership, joint venture, limited liability
company, trust, estate, unincorporated organization, governmental authority or
other entity.


 


“Rights” shall mean the securities issuable
pursuant to the Stock Rights Agreement, dated as of the date hereof, between
the Company and Intel Capital, having the rights, preferences, privileges and
restrictions defined therein, including any Additional Adjustment Rights.


 


“Rights Agreement” shall mean the Stock Rights
Agreement, dated as of the date hereof, between the Company and Intel Capital.


 


“Rights and Restrictions Agreement” shall mean
the Securities Rights and Restrictions Agreement, dated as of the date hereof,
between the Company and Intel Capital.


 


“SEC” shall mean the Securities and Exchange
Commission.


 


“Securities Act” shall mean the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder, all
as the same shall be in effect from time to time.


 


“Subsidiary” shall mean each Person in which
the Company owns, directly or indirectly, 50% or more of the voting interests
or of which the Company otherwise has the right to direct the management.


 


1.2                                 Index
of Other Defined Terms.  In addition
to the terms defined above, the following terms shall have the respective
meanings given thereto in the sections indicated below:


 


	
  Defined Term

  	
   

  	
  Section

  
	
   

  	
   

  	
   

  
	
  “Action”

  	
   

  	
  3.8

  
	
  “Additional
  Adjustment Rights”

  	
   

  	
  2.3

  
	
  “Agreement”

  	
   

  	
  Preamble

  
	
  “Audited
  Financial Statements”

  	
   

  	
  3.10(b)

  
	
  “Balance
  Sheet Date”

  	
   

  	
  3.10(b)

  
	
  “Closing”

  	
   

  	
  2.2

  
	
  “Common Stock”

  	
   

  	
  Recitals

  
	
  “Company”

  	
   

  	
  Preamble

  
	
  “Confidential
  Information”

  	
   

  	
  7.2

  
	
  “Disclosure
  Letter”

  	
   

  	
  3

  
	
  “Form 10-K”

  	
   

  	
  3.10(a)

  
	
  “Form 10-Q’s”

  	
   

  	
  3.10(a)

  
	
  “GAAP”

  	
   

  	
  3.10(b)

  
	
  “Hedging
  Transaction”

  	
   

  	
  4.10

  
	
  “Intel
  Capital”

  	
   

  	
  Preamble

  
	
  “Material
  Adverse Effect”

  	
   

  	
  3.1

  
	
  “Purchase
  Price”

  	
   

  	
  2.1

  
	
  “SEC
  Documents”

  	
   

  	
  3.10(a)

  
	
  “Settlement
  Date”

  	
   

  	
  2.3

  
	
  “Shares”

  	
   

  	
  2.1

  
	
  “Transaction
  Agreements”

  	
   

  	
  7.2

  



 


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2.                                      AGREEMENT
TO PURCHASE AND SELL SECURITIES.


 


2.1                                 Agreement
to Purchase and Sell Securities. 
The Company hereby agrees to issue to Intel Capital at the Closing (as
defined below) and Intel Capital agrees to purchase from the Company at the
Closing, for an aggregate purchase price of $449,999,998.05 (the “Purchase
Price”), Rights representing in the aggregate the right to acquire
33,860,045 shares of Common Stock (the “Shares”).


 


2.2                                 The
Closing.  The purchase and sale of
the Rights shall take place at the offices of Gibson, Dunn & Crutcher LLP,
1881 Page Mill Road, Palo Alto, California 94304, at 10:00 a.m. California
time, on September 24, 2003, or at such other time and place as the
Company and Intel Capital mutually agree upon (which time and place is referred
to in this Agreement as the “Closing”). 
At the Closing, the Company will deliver to Intel Capital certificates
representing the Rights being purchased, against delivery to the Company by
Intel Capital of the consideration set forth in Section 2.1 by wire transfer of
immediately available funds to an account designated by the Company at least
two (2) Business Days prior to the Closing.


 


2.3                                 Additional
Adjustment Rights.  The Company and
Intel Capital acknowledge that pursuant to Sections 7.2.1 and 7.2.2 of the
Business Agreement, the Company may be obligated to pay to Intel certain
Additional Amounts (as defined and specified in the Business Agreement).  Subject to the provisions of this
Section 2.3, the Company may elect to satisfy its obligation to pay all or
a portion of any Additional Amount by delivering to Intel Capital additional
Rights (any such Rights are referred to herein as “Additional Adjustment
Rights”).  If the Company elects to
deliver Additional Adjustment Rights to satisfy its obligation to pay any
Additional Amount, then it shall notify Intel Capital of such election, the
number of Rights or dollar value of Rights it elects to deliver (based upon the
dollar value of the shares of Common Stock that may be acquired pursuant to
such Rights), and the date that it will deliver the Additional Adjustment
Rights (any such date, a “Settlement Date”).  The Company may deliver Additional Adjustment Rights only if, as
of the applicable Settlement Date, the information contained in the SEC
Documents (as defined in Section 3.10(a) hereof), as filed prior to the Settlement
Date, with respect to the business, operations, results of operations and
financial condition of the Company and its subsidiaries, taken as a whole, and
the transactions contemplated by this Agreement, taken together, are true and
complete in all material respects and do not omit to state any material fact
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, and the Company
delivers to Intel Capital on the Settlement Date, a certificate of its Chief
Executive Officer or Chief Financial Officer to that effect.  For purposes of satisfying the Company’s
obligations to pay any Additional Amount, any Additional Adjustment Rights
shall be valued based upon the average closing prices of the Common Stock on
the NYSE, as reported by Bloomberg L.P., for the twenty (20) trading day period
ending and including the third trading day prior to the Settlement Date.  The Company may not elect to deliver
Additional Adjustment Rights in satisfaction of its obligations to pay any
Additional Amount if, as of the Settlement Date, the Common Stock is not listed
on the NYSE or the NASDAQ National Market, if the Company has taken action
towards delisting or intends to delist the Common Stock from the NYSE or the
NASDAQ National Market.


 


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3.                                      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company hereby represents and warrants to Intel
Capital that the statements in this Section 3 are true and correct, except as
set forth in the Disclosure Letter from the Company dated the date hereof (the
“Disclosure Letter”) or disclosed in the SEC Documents (as defined
below):


 


3.1                                 Organization
Good Standing and Qualification. 
The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all corporate
power and authority required to (a) carry on its business as presently
conducted, and (b) enter into this Agreement, the Rights Agreement, the Rights
and Restrictions Agreement and the Business Agreement, to issue the Rights, any
Additional Adjustment Rights and any shares of Common Stock issuable pursuant
to the Rights and any Additional Adjustment Rights, and to consummate the
transactions contemplated hereby and thereby. 
The Company is qualified to do business and is in good standing in each
jurisdiction in which the failure to so qualify would have a Material Adverse
Effect.  As used in this Agreement, “Material
Adverse Effect” means a material adverse effect, or a group of such effects
which are related, on the business, operations, financial condition or results
of operations, of the applicable party and its Subsidiaries, taken as a whole.


 


3.2                                 Capitalization.  The authorized and outstanding capital stock
of the Company at September 19, 2003, without giving effect to the
transactions contemplated by this Agreement, is as set forth in the Disclosure
Letter or the SEC Documents.  All
outstanding shares of capital stock have been duly authorized, and all such
issued and outstanding shares have been validly issued and are fully paid and
nonassessable.  The Disclosure Letter or
the SEC Documents include information regarding equity securities reserved for
issuance to officers, directors, employees or independent contractors or
affiliates of the Company under the Company’s employee stock option and
purchase plans and upon conversion of convertible securities.  Except as set forth in the Disclosure Letter
or the SEC Documents, there are no other equity securities, options, warrants,
calls, rights, commitments or agreements of any character to which the Company
is a party or by which it is bound obligating the Company to issue, deliver,
sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased
or redeemed, any shares of the capital stock of the Company or obligating the
Company to grant, extend or enter into any such equity security, option,
warrant, call, right, commitment or agreement.


 


3.3                                 Due
Authorization.  The Company has the
requisite corporate power and authority to enter into this Agreement, the
Rights Agreement, the Rights and Restrictions Agreement and the Business
Agreement and to perform its obligations hereunder and thereunder.  The execution and delivery of this
Agreement, the Rights Agreement, the Rights and Restrictions Agreement and the
Business Agreement, and performance by the Company of its obligations hereunder
and thereunder, including without limitation, the issuance of the Rights, have
been duly authorized by all necessary corporate action on the part of the
Company (including its directors and stockholders).  This Agreement constitutes, and the Rights Agreement, the Rights
and Restrictions Agreement and the Business Agreement, when executed and
delivered by the parties thereto, will constitute, valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except (a) as may be limited by (i) applicable
bankruptcy, insolvency, reorganization or others laws of general application
relating to or affecting the enforcement of creditors’ rights generally and
(ii) the effect of rules of


 


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law governing the availability of equitable remedies and (b) as rights
to indemnity or contribution may be limited under federal or state securities
laws or by principles of public policy thereunder.


 


3.4                                 Valid
Issuance.


 


(a)                                  Valid
Issuance and Enforceability of Rights. 
The Rights, including any Additional Adjustment Rights, issued pursuant
to this Agreement have been duly authorized, and, when executed in accordance
with the provisions of the Rights Agreement and delivered to and paid for by
Intel Capital in accordance with the provisions of this Agreement, will be
valid and binding obligations of the Company, enforceable in accordance with
their terms, except (a) as may be limited by (i) applicable
bankruptcy, insolvency, reorganization, or other laws of general application,
relating to or affecting the enforcement of creditors’ rights generally and (ii) the
effect of rules of laws governing the availability of equitable remedies and
(b) as rights to indemnity or contribution may be limited under federal or
state securities laws or by principles of public policy thereunder.


 


(b)                                 Valid
Issuance of Shares.  The shares of
Common Stock issuable upon conversion, exchange or exercise of the Rights,
including any Additional Adjustment Rights, have been duly authorized and
reserved, and when issued upon conversion, exchange or exercise of the Rights
in accordance with the terms of the Rights Agreement, will be duly and validly
issued, fully paid and nonassessable. 
The shares of Common Stock issuable pursuant to the Rights, including
any Additional Adjustment Rights, have been duly authorized and reserved, and
upon issuance pursuant to the term of the Rights Agreement, will be duly and
validly issued, fully paid and nonassessable.


 


3.5                                 Compliance
with Securities Laws.  Assuming the
accuracy of the representations made by Intel Capital in Section 4 hereof, the
Rights, including any Additional Adjustment Rights, and the shares of Common
Stock issuable upon conversion, exercise or exchange of the Rights, including
any Additional Adjustment Rights, will be issued to Intel Capital in compliance
with applicable exemptions from (i) the registration and prospectus delivery
requirements of the Securities Act and (ii) the registration and qualification
requirements of all applicable securities laws of the states of the United
States.


 


3.6                                 Governmental
Consents.  No consent, approval, order
or authorization of, or registration qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement, except: (i) compliance with the HSR Act
which may be required for the conversion, exercise or exchange of the Rights to
acquire shares of Common Stock; (ii)  the filing of a current report on
Form 8-K by the Company with the SEC following the Closing; (iii) the
filing of such qualifications or filings under the Securities Act and the
regulations thereunder and all applicable state securities laws as may be
required in connection with the transactions contemplated by this Agreement; and
(iii) as expressly required or contemplated by the terms of the Rights and
Restrictions Agreement.  All such
qualifications and filings in connection with the issuance of the Rights have
been made or are effective.


 


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3.7                                 Non-Contravention.  The execution, delivery and performance of
this Agreement, the Rights Agreement, the Rights and Restrictions Agreement,
and the Business Agreement by the Company, and the consummation by the Company
of the transactions contemplated hereby and thereby, do not and will not (i)
contravene or conflict with the Certificate of Incorporation or Bylaws of the
Company, as amended; (ii) constitute a violation of any provision of any
federal, state, local or foreign law binding upon or applicable to the Company;
or (iii) constitute a default or require any consent under, give rise to any
right of termination, cancellation or acceleration of, or to a loss of any
benefit to which the Company is entitled under, or result in the creation or
imposition of any lien, claim or encumbrance on any assets of the Company
under, any contract to which the Company is a party or any permit, license or
similar right relating to the Company or by which the Company may be bound,
except in the case of clause (ii) and (iii) as, individually or in the
aggregate, would not have a Material Adverse Effect.


 


3.8                                 Litigation.  There is no action, suit, proceeding, claim,
arbitration or investigation (“Action”) pending: (a) against the
Company, properties or assets or, to the best of the Company’s knowledge,
against any officer, director or employee of the Company in connection with
such officer’s, director’s or employee’s relationship with, or actions taken on
behalf of, the Company, which the Company believes is reasonably likely to have
a Material Adverse Effect, or (b) that seeks to prevent, enjoin, alter or delay
the transactions contemplated by this Agreement.  The Company is not a party to or subject to the provisions of any
order, writ, injunction, judgment or decree of any court or government agency
or instrumentality which it believes is reasonably likely to have a Material
Adverse Effect.  No Action by the
Company is currently pending nor does the Company intend to initiate any Action
which it believes is reasonably likely to have a Material Adverse Effect.


 


3.9                                 Compliance
with Law and Charter Documents.  The
Company is not in violation or default of any provisions of its Certificate of
Incorporation or Bylaws, both as amended. 
The Company has complied and is in compliance with all applicable
statutes, laws, and regulations and executive orders of the United States of
America and all states, foreign countries and other governmental bodies and
agencies having jurisdiction over the Company’s business or properties, except
for any violations that would not, either individually or in the aggregate,
have a Material Adverse Effect.


 


3.10                           SEC
Documents.


 


(a)                                  Reports.  The Company has filed all required forms,
reports and documents with the SEC since January 1, 2002.  The Company has furnished or made available
to Intel Capital prior to the date hereof copies of its Annual Report on Form
10-K for the fiscal year ended August 29, 2002 (“Form 10-K”), its
Quarterly Reports on Form 10-Q for the fiscal quarters ended November 28,
2002, February 27, 2003 and May 29, 2003 (the “Form 10-Q’s”),
and all other registration statements, reports and proxy statements filed by
the Company with the SEC on or after August 31, 2002 (the Form 10-K, the
Form 10-Q’s and such registration statements, reports and proxy
statements are collectively referred to herein as the “SEC Documents”).  Each of the SEC Documents, as of the
respective date thereof (or if amended or superseded by a filing prior to the
closing date of this Agreement, then on the date of such filing), did not, and
each of the registration statements, reports and proxy statements filed by the
Company with the SEC after the date hereof and prior to the Closing will not,
as of the date thereof (or if amended or superseded by a filing prior to the
date of this Agreement, then on the


 


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date of such filing), contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.  The Company is not a party
to any material contract, agreement or other arrangement which was required to
have been filed as an exhibit to the SEC Documents that was not so filed.


 


(b)                                 Financial
Statements.  The SEC Documents
include the Company’s audited consolidated financial statements (the “Audited
Financial Statements”) for the fiscal year ended August 29, 2002, and
its unaudited consolidated financial statements for the nine-month period ended
May 29, 2003 (the “Balance Sheet Date”).  Since the Balance Sheet Date, the Company has duly filed with the
SEC all forms, reports and other documents required to be filed by it under the
Exchange Act and the Securities Act. 
The audited and unaudited consolidated financial statements of the
Company included in the SEC Documents filed prior to the date hereof fairly
present, in conformity with United States generally accepted accounting
principles (“GAAP”)(except as permitted by Form 10-Q) applied on a
consistent basis (except as may be indicated in such financial statements or
the notes thereto), the consolidated financial position of the Company and its
consolidated Subsidiaries as at the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject to
normal year-end audit adjustments in the case of the unaudited interim
financial statements contained in the Form 10-Qs, which adjustments are
not expected to be material in amount).


 


3.11                           Absence
of Certain Changes Since Balance Sheet . 
Since the Balance Sheet Date, except as disclosed in or contemplated by
the SEC Documents, the business and operations of the Company have been
conducted in the ordinary course consistent with past practice, and there has
not been:


 


(a)                                  any
declaration, setting aside or payment of any dividend or other distribution of
the assets of the Company with respect to any shares of capital stock of the
Company or any repurchase, redemption or other acquisition by the Company or
any Subsidiary of the Company of any outstanding shares of the Company’s
capital stock;


 


(b)                                 any
damage, destruction or loss, whether or not covered by insurance, except for
such occurrences that have not resulted, and are not expected to result, in a
Material Adverse Effect;


 


(c)                                  any
waiver by the Company of a valuable right or of a material debt owed to it,
except for such waivers that have not resulted and are not expected to result,
in a Material Adverse Effect;


 


(d)                                 any
material change or amendment to, or any waiver of any material rights under a
material contract or arrangement by which the Company or any of its assets, or
properties is bound or subject, except for changes, amendments or waivers that
are expressly provided for or disclosed in this Agreement or that have not
resulted, and are not expected to result, in a Material Adverse Effect;


 


(e)                                  any
change by the Company in its accounting principles, methods or practices or in
the manner it keeps its accounting books and records; and


 


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(f)                                    any
other event or condition of any character, except for such events and
conditions that have not resulted, either individually or collectively, in a
Material Adverse Effect.


 


3.12                           Full
Disclosure.  The information
contained in this Agreement, the Disclosure Letter and the SEC Documents with
respect to the business, operations, results of operations and financial
condition of the Company, and the transactions contemplated by this Agreement,
taken together, are true and complete in all material respects and do not omit
to state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.


 


4.                                      REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SILICON CAPITAL.


 


Intel Capital represents and warrants to the Company
as follows:


 


4.1                                 Investigation;
Economic Risk.  Intel Capital has
received or has had full access to all of the information it considers
necessary or appropriate to make an informed investment decision with respect
to the Rights to be purchased by Intel Capital under this Agreement.  Intel Capital further has had an opportunity
to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Rights and the shares of Common Stock into
which they are convertible, exercisable or exchangeable and to obtain
additional information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) necessary to verify
any information furnished to Intel Capital or to which Intel Capital had
access.  The foregoing, however, does
not in any way limit or modify the representations and warranties made by the
Company in Section 3.  Intel Capital
understands that the purchase of the Rights involves substantial risk.  Intel Capital acknowledges that it is able
to fend for itself in the transactions contemplated by this Agreement and has
the ability to bear the economic risks of its investment pursuant to this
Agreement and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of this
investment in the Rights and the shares of Common Stock into which they are
convertible, exercisable or exchangeable and protecting its own interests in
connection with this investment.


 


4.2                                 Purchase
for Own Account.  Intel Capital will
acquire the Rights, and any Additional Adjustment Rights for its own account,
not as a nominee or agent, and not with a view to or in connection with the
sale or distribution of any part thereof.


 


4.3                                 Exempt
from Registration; Restricted Securities. 
Intel Capital understands that the sale and issuance of the Rights and
any Additional Adjustment Rights and the issuance of any shares of Common Stock
upon conversion, exercise or exchange thereof will not be registered under the
Securities Act on the ground that the sale provided for in this Agreement is
exempt from registration under of the Securities Act, and that the reliance of
the Company on such exemption is predicated in part on Intel Capital’s
representations set forth in this Agreement. 
Intel Capital understands that the Rights, including any Additional
Adjustment Rights, and any shares of Common Stock issuable upon conversion,
exercise or exchange thereof are restricted securities within the meaning of
Rule 144 under the Securities Act, and must be held indefinitely unless
they are subsequently registered or an exemption from such registration is
available.  Intel Capital understands
that the Company is under no obligation to register any of the securities sold
hereunder except as provided in the Rights and Restrictions Agreement.


 


8

















 


4.4                                 Accredited
Investor.  Intel Capital is an
“accredited investor” as that term is defined in Rule 501(a)(8) of Regulation D
as promulgated by the SEC under the Securities Act.


 


4.5                                 Legends.  Intel Capital agrees that the Rights,
including any Additional Adjustment Rights, and the shares of Common Stock
issuable upon conversion, exercise or exchange thereof, will bear legends and
be subject to the restrictions on transfer as provided in the Rights and
Restrictions Agreement.  In addition,
Intel Capital agrees that the Company may place stop transfer orders with its
transfer agents with respect to such instruments.  The appropriate portion of the legend shall be removed in
accordance with the provisions of the Rights and Restrictions Agreement and the
stop transfer orders shall be removed promptly upon delivery to the Company of
such satisfactory evidence as reasonably may be required by the Company that
such stop orders are not required to ensure compliance with the Securities Act.


 


4.6                                 Organization
Good Standing and Qualification. 
Intel Capital is a corporation duly organized, validly existing and in
good standing under the laws of the Cayman Islands and has all corporate power
and authority required to (a) carry on its business as presently conducted, and
(b) enter into this Agreement, the Rights Agreement, the Rights and
Restrictions Agreement and the Business Agreement and to consummate the
transactions contemplated hereby and thereby.


 


4.7                                 Due
Authorization;  Capitalization.  Intel Capital has the requisite corporate
power and authority to enter into this Agreement, the Rights Agreement and the
Rights and Restrictions Agreement and to perform its obligations hereunder and
thereunder.  Intel Capital is an
indirect, wholly-owned subsidiary of Intel and all outstanding shares of
capital stock of Intel Capital are owned free and clear of any pledge, lien or
security interests.  The execution and
delivery of this Agreement, the Rights Agreement and the Rights and
Restrictions Agreement, and performance by Intel Capital of its obligations
hereunder and thereunder, have been duly authorized by all necessary corporate
action on the part of Intel Capital. 
This Agreement constitutes, and the Rights Agreement and the Rights and
Restrictions Agreement, when executed and delivered by the parties thereto,
will constitute, valid and legally binding obligations of Intel Capital,
enforceable against the Intel Capital in accordance with their respective
terms, except (a) as may be limited by (i) applicable bankruptcy, insolvency,
reorganization or others laws of general application relating to or affecting
the enforcement of creditors’ rights generally and (ii) the effect of rules of
law governing the availability of equitable remedies and (b) as rights to
indemnity or contribution may be limited under federal or state securities laws
or by principles of public policy thereunder.


 


4.8                                 Governmental
Consents.  No consent, approval,
order or authorization of, or registration qualification, designation,
declaration or filing with, any federal, state or local governmental authority
on the part of Intel Capital is required in connection with the consummation of
the transactions contemplated by this Agreement, except (i) compliance
with the HSR Act which may be required for the conversion, exercise or exchange
of the Rights for Common Stock, and (ii) as expressly required or
contemplated by the terms of the Rights and Restrictions Agreement.


 


4.9                                 Non-Contravention.  The execution, delivery and performance of
this Agreement, the Rights Agreement and the Rights and Restrictions Agreement
by Intel Capital, and the consummation by Intel Capital of the transactions
contemplated hereby and thereby, do not and will not (i) contravene or conflict
with the Certificate of Incorporation or Bylaws of Intel Capital,


 


9

















 


as amended; (ii) constitute a violation of any provision of any
federal, state, local or foreign law binding upon or applicable to Intel
Capital; or (iii) constitute a default or require any consent under, give rise
to any right of termination, cancellation or acceleration of, or to a loss of
any benefit to which Intel Capital is entitled under, or result in the creation
or imposition of any lien, claim or encumbrance on any assets of Intel Capital
under, any contract to which Intel Capital is a party or any permit, license or
similar right relating to Intel Capital or by which Intel Capital may be bound,
except in the case of clause (ii) and (iii) as, individually or in the
aggregate, would not have a Material Adverse Effect.


 


4.10                           Restrictions
on Hedging.  Neither Intel Capital
nor any of its Affiliates as of the Closing holds any short position with
respect to the Company’s Common Stock or is a party to any other contract,
option, right, warrant to sell, purchase, lend, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock of the Company
or any securities convertible or exercisable into shares of Common Stock of the
Company, including any swap or other derivative contract that transfers, in
whole or in part, any of the economic consequences of ownership of the Common
Stock of the Company (a “Hedging Transaction”). Intel Capital and its
Affiliates agree not to enter into any such Hedging Transaction until such time
following the public dissemination of the press release contemplated by Section
7.4 hereof and the filing by the Company of a Current Report on Form 8-K with
respect to the transaction after Closing (provided such filing is made within
two (2) trading days of the Closing).


 


5.                                      AFFIRMATIVE
COVENANTS OF THE COMPANY.


 


The Company covenants to Intel Capital as follows:


 


5.1                                 Listing
of Shares.  Within thirty (30) days
following the Closing, the Company shall take action so that the shares of
Common Stock issuable upon conversion, exercise or exchange of the Rights will
be listed on the New York Stock Exchange upon official notice of issuance.


 


6.                                      CLOSING
CONDITIONS.


 


6.1                                 Conditions
to Intel Capital’s Obligations.  The
obligations of Intel Capital to consummate the transactions contemplated by
this Agreement at the Closing are subject to the fulfillment or waiver, on or
before the Closing, of each of the following conditions:


 


(a)                                  Representations
and Warranties True.  (i) Each
of the representations and warranties of the Company contained in Section 3 and
qualified by “Material Adverse Effect” or the term “material” will be true and
correct on and as of the date hereof and on and as of the date of the Closing,
and (ii) each of the representations and warranties of the Company contained
in Section 3 and not qualified by “Material Adverse Effect” or the term
“material,” disregarding all qualifications and exceptions contained therein
relating to materiality, will be true and correct in all material respects on
and as of the date hereof and on and as of the date of the Closing, in each
case with the same effect as though such representations and warranties had
been made as of the Closing.


 


(b)                                 Performance.  The Company will have performed and complied
with all agreements, obligations and conditions contained in this Agreement
that are required to be


 


10

















 


performed or complied with by it on or before the Closing and will have
obtained all approvals, consents and qualifications necessary to complete the
purchase and sale described herein.


 


(c)                                  Compliance
Certificate.  The Company will have
delivered to the Intel Capital at the Closing a certificate signed on its
behalf by its Chief Executive Officer or Chief Financial Officer certifying
that the conditions specified in Section 6.1(a) and (b) hereof have been
fulfilled.


 


(d)                                 Securities
Exemptions. The offer and sale of the Rights to Intel Capital pursuant to
this Agreement and the Rights Agreement will be exempt from the registration
requirements of the Securities Act and the registration and/or qualification
requirements of all applicable state securities laws.


 


(e)                                  Proceedings
and Documents.  All corporate and
other proceedings in connection with the transactions contemplated at the
Closing and all documents incident thereto will be reasonably satisfactory in
form and substance to Intel Capital, and Intel Capital will have received all
such counterpart originals and certified or other copies of such documents as
it may reasonably request.  Such documents
shall include (but not be limited to) the following:


 


(i)                                     Certified
Charter Documents.  A copy of the
Certificate of Incorporation certified as of a recent date by the Secretary of
State of Delaware as a complete and correct copy thereof, and the Bylaws of the
Company (as amended through the date of the Closing), certified by the
Secretary of the Company as true and correct copies thereof as of the Closing.


 


(ii)                                  Board
Resolutions.  A copy, certified by
the Secretary of the Company, of the resolutions of the Board of Directors of
the Company providing for the approval of the transactions contemplated by this
Agreement, the Rights Agreement, the Rights and Restrictions Agreement and the
Business Agreement and the issuance of the Rights, including, as applicable,
the Additional Adjustment Shares, and the shares of Common Stock issuable upon
conversion, exercise or exchange thereof.


 


(f)                                    Opinion
of Company Counsel.  Intel Capital
will have received an opinion on behalf of the Company, dated as of the date of
the Closing, from counsel to the Company, in form and substance reasonably
satisfactory to Intel Capital.


 


(g)                                 Other
Agreements.  The Company will have
executed and delivered the Rights Agreement, the Rights and Restrictions
Agreement and the Business Agreement.


 


6.2                                 Conditions
to the Company’s Obligations.  The
obligations of the Company to consummate the transactions contemplated by this
Agreement at the Closing are subject to the fulfillment or waiver on or before
the Closing, of each of the following conditions:


 


(a)                                  Representations
and Warranties True.  (i) Each
of the representations and warranties of Intel Capital contained in Section 4
and qualified by “Material Adverse Effect” or the term “material” will be true
and correct on and as of the date hereof and on and as of the date of the
Closing, and (ii) each of the representations and warranties of Intel
Capital contained in Section 4 and not qualified by “Material Adverse
Effect” or the term “material,” disregarding all


 


11

















 


qualifications and exceptions contained therein relating to
materiality, will be true and correct in all material respects on and as of the
date hereof and on and as of the date of the Closing, in each case with the
same effect as though such representations and warranties had been made as of
the Closing.


 


(b)                                 Performance.  Intel Capital will have performed and
complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by it on or before
the Closing and will have obtained all approvals, consents and qualifications
necessary to complete the purchase and sale described herein.


 


(c)                                  Payment
of Purchase Price.  Intel Capital
will have delivered to the Company the Purchase Price of the Rights as
specified in and in accordance with Section 2.1.


 


(d)                                 Securities
Exemptions.  The offer and sale of
the Rights to Intel Capital pursuant to this Agreement will be exempt from the
registration requirements of the Securities Act and the registration and/or
qualification requirements of all applicable state securities laws.


 


(e)                                  Other
Agreements.  Intel Capital will have
executed and delivered the Rights Agreement and the Rights and Restrictions
Agreement, and Intel will have executed and delivered the Business Agreement.


 


7.                                      CONFIDENTIALITY
OBLIGATIONS.


 


7.1                                 Obligations.  Except to the extent required by law or
judicial order or except as provided herein, each party to this Agreement will
hold any of the other’s Confidential Information (as defined in the next
paragraph) in confidence and will: (i) use the same degree of care to prevent
unauthorized disclosure or use of the Confidential Information that the
receiving party uses with its own information of like nature (but in no event
less than reasonable care), (ii) limit disclosure of the Confidential
Information, including any materials regarding the Confidential Information
that the receiving party has generated, to such of its employees and
contractors as have a need to know the Confidential Information to accomplish
the purposes of this Agreement, and (iii) advise its employees, agents and
contractors of the confidential nature of the Confidential Information and of
the receiving party’s obligations under this Agreement and the Corporate
Non-Disclosure Agreement #19096.


 


7.2                                 Certain
Definitions.  For purposes of this
Agreement, the term “Confidential Information” includes this Agreement,
the Rights Agreement, the Business Agreement and the Rights and Restrictions
Agreement (collectively, the “Transaction Agreements”).  Any employee or contractor of the receiving
party having access to the Confidential Information will be required to sign a
non-disclosure agreement protecting the Confidential Information if not already
bound by such a non-disclosure agreement.


 


7.3                                 Non-Disclosure
of Agreements.  Except to the extent
required by law or judicial order or except as provided herein, neither party
shall disclose the Transaction Agreements or any of their terms without the
other’s prior written approval, which approval will not be delayed or
unreasonably withheld.  Either party may
disclose the Transaction Agreements to the extent required by law or judicial
order, provided that if such disclosure is pursuant to judicial order or proceedings,
the disclosing party will notify the other party promptly before such
disclosure and


 


12

















 


will cooperate with the other party to seek confidential treatment with
respect to the disclosure if requested by the other party and provided further
that if such disclosure is required pursuant to the rules and regulations of
any federal, state or local organization, the parties will cooperate to seek
confidential treatment of the Transaction Agreements to the maximum extent
possible under law.  Notwithstanding the
foregoing, in the absence of any prior disclosure of any of the Transaction
Agreements or the terms thereof pursuant to this Section 7.3, each party
may disclose the Transaction Agreements or any of their terms to its agents or
third party consultants who have a need to know arising out of the
establishment, implementation, administration, termination or enforcement of
the Transaction Agreements provided such agents are informed of the
confidential nature of the Transaction Agreements and the terms thereof and are
bound, either by statutory rules of professional responsibility to maintain
client confidences with respect thereto or, in the absence of such statutory
duties, are bound by the terms of a applicable nondisclosure agreement that
treats as confidential information the Transaction Agreements and the terms
thereof.


 


The Company agrees that it will provide Intel Capital
with the relevant portions of any drafts of any documents, press releases or
other filings in which the Agreement or its contents are to be disclosed prior
to the filing thereof to consult with the Company as to the contents of such
filing.  The Company will endeavor to
provide adequate opportunity for Intel Capital review and comments prior to any
disclosure or filing.  The minimum prior
notice to Intel Capital for such review is two (2) business days.


 


7.4                                 Public
Announcements.  Upon execution of
this Agreement, the parties will mutually agree on language to be included in
press release(s) announcing the existence of the transactions contemplated by
this Agreement, which press release will be issued promptly following the
execution of this Agreement.


 


7.5                                 Third
Party Information.  Neither party
will be required to disclose to the other any confidential information of any
third party without having first obtained such third party’s prior written
consent.


 


7.6                                 Other
Disclosures.  Except as otherwise
provided for in Sections 7.3. 7.4, 7.5 and 7.7 hereof, all confidential
information exchanged by the parties will be disclosed pursuant to the Intel
Corporation/Micron Technology, Inc. Corporate Non-Disclosure Agreement #19096.


 


7.7                                 Disclosure
of Tax Treatment, Etc. 
Notwithstanding anything herein to the contrary, any party to this
Agreement or the other Transaction Agreements (and any employee,
representative, or other agent of any party to this Agreement or the other
Transaction Agreements) may disclose to any and all persons, without limitation
of any kind, the tax treatment and tax structure of the transactions
contemplated by this Agreement and the other Transaction Agreements and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure; provided,
however, that this sentence shall not permit any disclosure that
otherwise is prohibited by this Agreement or the other Transaction Agreements
if such disclosure would result in a violation of federal or state securities
laws, and provided, further, that this sentence shall not permit
disclosure of any information to the extent not related to the tax aspects of
the transactions contemplated by this Agreement or the other Transaction
Agreements.  The parties to this
Agreement acknowledge that they have no knowledge or reason to know that such
disclosure is otherwise limited.


 


13

















 


8.                                      MISCELLANEOUS.


 


8.1                                 Governing
Law.  This Agreement shall be
governed in all respects by and construed in accordance with the laws of the State
of Delaware, without regard to provisions regarding choice of laws.  Jurisdiction shall be in the courts of the
state of domicile of the defending party to the original action.


 


8.2                                 Survival.  The representations, warranties, covenants
and agreements made herein shall survive any investigation made by any party
hereto and the closing of the transactions contemplated hereby, provided that
the representations and warranties set forth herein shall terminate as of the
first anniversary of the date hereof (other than with respect to any claims
asserted prior to such date, as to which they shall survive solely for the
purpose of resolving such claims until the resolution thereof).


 


8.3                                 Successors
and Assigns.  Except as otherwise
expressly provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto. 
This Agreement and the rights and obligations herein may not be assigned
by Intel Capital without the prior written consent of the Company, except to a
Qualified Subsidiary (as defined in the Rights and Restrictions Agreement) or
the Parent.  This Agreement and the
rights and obligations herein may not be assigned by the Company without the
prior written consent of Intel Capital.


 


8.4                                 Entire
Agreement.  This Agreement, the
Rights Agreement, the Rights and Restrictions Agreement and the Business
Agreement, and the agreements, exhibits and schedules referred to herein and
therein constitute the entire understanding and agreement between the parties
with regard to the subjects hereof and thereof; provided, however,
that nothing in this Agreement shall be deemed to terminate or supersede the
provisions of any confidentiality and nondisclosure agreements executed by the
parties hereto prior to the date hereof, which agreements shall continue in
full force and effect until terminated in accordance with their respective
terms.


 


8.5                                 Notices.  Except as may be otherwise provided herein,
all notices, requests, waivers and other communications made pursuant to this
Agreement shall be in writing  and shall
be delivered to the other party (a) in person; (b) by facsimile to the address
and number set forth below, when promptly followed up by another of the
delivery methods permitted by this Section 8.5; (c) by U.S. mail, registered or
certified, return receipt requested, postage prepaid and addressed to the other
party as set forth below; or (d) by a national-recognized overnight delivery
service that keeps records of deliveries and attempted deliveries (such as
FedEx), postage prepaid, addressed to the parties as set forth below with
next-business-day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider.


 


14

















 


	
  To Intel Capital:

  	
   

  	
  To the Company:

  
	
   

  	
   

  	
   

  
	
  Intel Capital
  Corporation

  	
   

  	
  Micron
  Technology, Inc.

  
	
  c/o Intel
  Corporation

  	
   

  	
  8000 S. Federal
  Way

  
	
  2200 Mission
  College Blvd, M/S RN6-46

  	
   

  	
  P.O. Box 6

  
	
  Santa Clara,
  California  95052

  	
   

  	
  Boise,
  Idaho  83716

  
	
  Attn:  Intel Capital Portfolio Manager

  	
   

  	
  Attn:  Chief Financial Officer

  
	
  Fax Number:  (408) 765-6038

  	
   

  	
  Fax Number:  (208) 308-2900

  
	
   

  	
   

  	
   

  
	
  with copies by email to:

  	
   

  	
  with copies to:

  
	
   

  	
   

  	
   

  
	
  portfolio.manager@intel.com

  	
   

  	
  Micron Technology, Inc.

  
	
   

  	
   

  	
  8000 S. Federal Way

  
	
   

  	
   

  	
  P.O. Box 6

  
	
   

  	
   

  	
  Attn: 
  General Counsel

  
	
   

  	
   

  	
  Fax Number: (208) 308-4509

  



 


A party may change or supplement the addresses given
above, or designate additional addresses, for purposes of this Section 8.5 by
giving the other party written notice of the new address in the manner set
forth above.


 


8.6                                 Amendments.  Any term of this Agreement may be amended
only with the prior written consent of the Company and Intel Capital.


 


8.7                                 Delays
or Omissions.  No delay or omission
to exercise any right, power or remedy accruing to the Company or to Intel
Capital, upon any breach or default of any party hereto under this Agreement,
shall impair any such right, power or remedy of the Company or Intel Capital,
nor shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter
occurring.  Any waiver, permit, consent
or approval of any kind or character on the part of the Company or Intel
Capital of any breach or default under this Agreement or any waiver on the part
of the Company or Intel Capital of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. 
All remedies, either under this Agreement, or by law or otherwise
afforded to the Company or Intel Capital shall be cumulative and not
alternative.


 


8.8                                 Legal
Fees.  In the event of any action at
law, suit in equity or arbitration proceeding in relation to this Agreement or
any units or securities of the Company issued or to be issued, the prevailing
party shall be paid by the other party a reasonable sum for attorney’s fees and
expenses for such prevailing party.


 


8.9                                 Titles
and Subtitles.  The titles of the
sections and subsections of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.


 


8.10                           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be an original, but both of which together
shall constitute one instrument.


 


8.11                           Severability.  Should any provision of this Agreement be
determined to be illegal or unenforceable, such determination shall not affect
the remaining provisions of this Agreement.


 


15

















 


8.12                           Dispute
Resolution.  The parties agree to
negotiate in good faith to resolve any dispute between them regarding this
Agreement. If the negotiations do not resolve the dispute to the reasonable
satisfaction of both parties, then each party shall nominate one senior officer
of the rank of Vice President or higher as its representative.  These representatives shall, within thirty
(30) days of a written request by either party to call such a meeting, meet in
person and alone (except for one assistant for each party) and shall attempt in
good faith to resolve the dispute. If the disputes cannot be resolved by such
senior managers in such meeting, the parties agree that they shall, if
requested in writing by either party, meet within thirty (30) days after such
written notification for one day with an impartial mediator and consider
dispute resolution alternatives other than litigation.  If an alternative method of dispute
resolution is not agreed upon within thirty (30) days after the one day
mediation, either party may proceed as they see fit. This procedure shall be a
prerequisite before taking any additional action hereunder.


 


8.13                           No
Third Parties Benefited.  This
Agreement is made and entered into for the protection and benefit of the
parties hereto and their permitted successors and assigns, and, except as
expressly provided herein, no other Person shall be a direct or indirect
beneficiary of or have any direct or indirect cause of action or claim in
connection with this Agreement or any of the documents executed in connection
herewith.


 


8.14                           Meaning
of Include and Including. Whenever in this Agreement the word “include” or
“including” is used. it shall be deemed to mean “include, without limitation”
or “including, without limitation,” as the case may be. and the language
following “include” or “including” shall not be deemed to set forth an
exhaustive list.


 


8.15                           Fees,
Costs and Expenses. All fees, costs and expenses (including attorney’s’
fees and expenses) incurred by either party hereto prior to the Closing in
connection with the preparation, negotiation and execution of this Agreement,
the Rights Agreement, the Rights and Restrictions Agreement and the Business
Agreement and the consummation of the transactions contemplated hereby and
thereby (including the costs associated with any filings with, or compliance
with any of the requirements of, any governmental authorities), shall be the
sole and exclusive responsibility of such party.


 


8.16                           Competition.  Nothing set forth herein shall be deemed to
preclude, limit or restrict the Company’s or Intel Capital’s and their
respective Affiliates’ ability to compete with the other.


 


16

















 


IN WITNESS WHEREOF, the parties have
executed this Securities Purchase Agreement as of the date first written above.


 


 


	
  INTEL
  CAPITAL CORPORATION

  	
  MICRON
  TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Arvind
  Sodhani

  	
   

  	
  By:

  	
  /s/ W.G. Stover,
  Jr.

  	
   

  
	
   

  	
  Name: Arvind Sodhani

  	
   

  	
  Name: W.G. Stover, Jr.

  
	
   

  	
  Title: Vice President and Treasurer

  	
   

  	
  Title:

  	
  Vice President of Finance and

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
							



 


 


{Signature Page to
Securities Purchase Agreement}


 


17