EXECUTION COPY ASSET PURCHASE AGREEMENT

Exhibit 2.01

EXECUTION COPY

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of May 5, 2005 (the “ Effective Date ”), by and between Interland, Inc., a Minnesota corporation (the “ Seller ”), and Caird Corporation, a Delaware corporation (the “ Buyer ”).

WITNESSETH:

          WHEREAS, the Seller is engaged in, among other things, the business of providing shared web hosting and related services to individuals and small businesses; and

          WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase from Seller certain assets and to assume from Seller certain liabilities, pursuant to the terms of this Agreement.

          NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

          1.1. Defined Terms . As used herein, the terms below shall have the following respective meanings:

          “ Accounting Date ” shall mean the last day of each calendar month beginning with the calendar month next following the month in which the Rebiller Date occurs and ending with the Final Accounting Date.

          “ Annual Plan Conversion Rate ” means the percentage calculated by dividing (A) the number of Paid Customers on an annual payment plan by (B) the number of Successfully Migrated Customers on an annual payment plan that had a renewal date prior to the Final Accounting Date.

          “ Assets ” shall have the meaning set forth in Section 2.1.

          “ Business ” means providing shared web hosting and related services to Customers as conducted by the Seller as of the Effective Date.

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          “ Closing ” has the meaning set forth in Section 3.1 (a).

          “ Closing Date ” has the meaning set forth in Section 3.1 (a).

          “ Customers ” means those customers of Seller who are purchasers of Services from Seller and are Class A Customers and Class B Customers. The term “Customers” shall exclude New Signups, as New Signups are the property of Buyer.

          “Class A Customers” means those Customers listed on Schedule 2.1(a)(i ) attached hereto (Class A Customers).

          “Class B Customers” means those Customers using Services who are listed on Schedule 2.1(a)(ii) (Class B Customers) attached hereto and includes those who as of Effective Date (i) are more than 30 days delinquent in their payments to Seller, or (ii) have name server records that do not point to the Seller’s name server or have web sites or mail exchange records (“mx records”) that do not resolve to the Seller’s servers.

          “ Customer Contracts ” means the Seller’s contracts with the Customers, including all relevant billing, customer, support, and technical information, domain names and other applicable records relating exclusively to such Customers.

          “ Final Accounting Date ” means the fifth Accounting Date.

          “ GAAP ” means generally accepted accounting principles as applicable in the United States of America, consistently applied.

          “ Good Standing ” describes the condition of a Customer that (i) has been Successfully Migrated, (ii) has no account receivable for Services more than thirty days overdue as of the relevant Accounting Date (iii) has not received notice from Buyer that it is out of compliance with the Buyer’s terms of service or, having received such notice has cured such non-compliance within ten business days following such notice, and (iv) has not requested cancellation.

          “ Governmental Entity ” shall mean any (i) federal, state, local, municipal, foreign or other government; (ii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); or (iii) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.

          “ Installment Payment ” means any installment payment described in Section 3.1.

          “ Installment Payment Date ” means, with respect to any Installment Payment, the day that is fifteen days after the applicable Accounting Date (unless such day is a Saturday, Sunday, or a day on which state-chartered banks in Boston, Massachusetts are closed in which even such day will be the next succeeding day).

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          “ Law ” means any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, order, principle of common law, judgment enacted, promulgated, issued, enforced or entered by any Governmental Entity, or other requirement or rule of law.

          “ Liabilities ” shall mean, as to any Person, all debts, adverse claims, liabilities, commitments, responsibilities, and obligations of any kind or nature whatsoever, direct, indirect, absolute or contingent, of such Person, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Person’s balance sheets or other books and records.

          “ Material Adverse Effect ” shall mean any effect or change that would be materially adverse to the Business, taken as a whole or any development which could be reasonably expected to materially delay or prevent the consummation of the transactions contemplated hereby.

          “ Migration Date ” shall mean the date when a Customer is Successfully Migrated.

          “ Monthly Recurring Revenue ” shall mean Seller’s revenue calculated on a monthly basis for Services during any month provided to Customers as determined in a manner consistent with Seller’s past practices and with the financial and other information provided to Buyer prior to the Effective Date.

          “ New Signups ” are those users who sign up and pay for Services through the hosting websites associated with the Domains listed in Schedule 2.1(f) after the Effective Date and on or before the Rebiller Date.

          “ Order ” shall mean any judgment, order, injunction, writ, ruling, decree, stipulation or award of any Governmental Entity or private arbitration tribunal.

          “ Paid Customer ” means a Successfully Migrated Customer that, as of the relevant Accounting Date, is in Good Standing and shall have paid the required number of bills directly to the Buyer through the Buyer’s billing system no less than fifteen days prior to the relevant Accounting Date. For Customers on a monthly payment plan, the required number of bills shall be two (2). For Customers on any other payment plan (e.g., quarterly, semi-annual, annual), the required number of bills shall be one (1), provided however that such bill must have become due not fewer than thirty (30) days following the Rebiller Date. Nonetheless, no Customer shall become a Paid Customer if such Customer is rejected by Buyer because in the good faith opinion of Buyer, the website of such Customer: (a) can not be migrated to Buyer’s systems for technical reasons; (b) facilitates online gambling, or (c) contains pornography (any of the foregoing being “Rejected Customers”); provided however, no more than 5% of the Customers may be characterized as Rejected Customers.

          “ Person ” shall mean an individual, a partnership, a joint venture, a corporation, a business trust, a limited liability company, a trust, an unincorporated

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organization, a joint stock company, a labor union, an estate, a Governmental Entity or any other entity.

          “ Purchase Price ” shall mean the sum of the amounts payable pursuant to Section 3.2 below.

          “ Rebiller Date ” shall mean the date on which Buyer begins to bill Successfully Migrated Customers on Buyer’s billing system.

          “ Representative ” shall mean, with respect to any Person, such Person’s officers, directors, employees, agents and representatives (including any investment banker, financial advisor, accountant, legal counsel, agent, representative or expert retained by or acting on behalf of such Person or its subsidiaries).

          “ Sellers’ Knowledge ” or “knowledge of Seller” means the actual knowledge of the Chief Executive Officer or of any Senior Vice-president or Vice-president of Seller.

          “ Services ” means shared web-hosting services provided by the Seller, together with email and other related online services (excluding domain name registrations).

          “ Successfully Migrated ” shall mean, with respect to any Customer, that (i) the Customer’s applicable web site has been migrated to Buyer’s designated hosting platform and such web site is, in all material respects, fully operational in the same manner as prior to migration; (ii) the Seller has transferred all of such Customer’s applicable billing, support, technical information, domain names, and other applicable records to Buyer on Form 1.1, a specimen copy of which is attached hereto; (iii) the Customer’s name server records point to the Buyer’s name server and Customer’s web sites and mail exchange records (“mx records”) resolve to the Buyer’s servers; (iv) all incoming email requests associated with such Customer are being routed to Buyer’s servers.

          “ Transition Period ” shall mean the period from the Effective Date until the date of the Final Installment Payment described in subsection 3.2(a)(iii).

          “ Valuation Multiple ” shall mean 110%.

ARTICLE II
TRANSFER OF ASSETS AND LIABILITIES

     2.1. Assets to be Sold . Subject to Section 2.3 and the other provisions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire, and accept the following assets and rights, free and clear of all liens or other encumbrances of any nature (collectively, the “ Assets ”):

          (a) The Customer Contracts listed on Schedule 2.1(a)

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          (b) The furniture, fixtures, infrastructure and equipment owned by Seller which are listed on Schedule 2.1(b) (collectively, the “ Equipment ”), and all warranties, if any, express or implied, existing for the benefit of any Seller from third parties relating to the Equipment to the extent transferable;

          (c) The contracts and agreements of Seller as set forth on Schedule 2.1(c) (collectively with the Customer Contracts, the “ Assumed Contracts ”);

          (d) All of Seller’s right, title and interest in or to any of Seller’s patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, trade names, copyrights, copyright applications, or copyright registrations set forth and listed on Schedule 2. l(d) , and the rights to sue for, and remedies against, past, present and future infringements thereof and the rights of priority and protection of interests therein under applicable Laws (collectively, the “Intellectual Property ”):

          (e) Computer software programs, including operating systems, application software, databases, database software and architecture, whether owned, licensed, leased, or internally developed as listed on Schedule 2.1(e) (in each case, subject to applicable restrictions on assignment and transfer. Seller shall not be required to bear any cost for the assignment or transfer as such, and Buyer shall be liable for any fees, royalties, or upgrade purchases arising following Closing);

          (f) The Domain names listed in Schedule 2.1 (f), and

          (g) The customer support telephone numbers set forth on the attached Schedule 2.1(g) .

          2.2. Excluded Assets. Notwithstanding anything in this Agreement to the contrary, except for the Assets described above in Sections 2.1, and the liabilities described below in Section 2.3, the Buyer is not purchasing the domain flashhost.com or any customers or websites hosted on such domain or any other assets or any customers of Seller or assuming any liabilities of the Seller. The Assets shall not include any of Seller’s right, title or interest in or to any assets or properties of Seller that are not expressly enumerated in Section 2.1 above (collectively, the “ Excluded Assets ”). The Assets shall also not include the Customer Contract of any Customer that is a Rejected Customer.

     2.3. Liabilities to be Assumed by Buyer . Except as provided below, upon the transfer of the Assets on the Closing Date, Buyer shall assume, pay when due and discharge the following Liabilities (collectively, the “ Assumed Liabilities ”):

     (a) Liabilities arising out of or related to the ownership of the Assets, but only to the extent that the event or state of facts giving rise to such Liability occurs following the Closing Date, or to the extent that performance required by a contract is due after the Closing Date. Buyer specifically assumes the liability to provide a pro-rata refund

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of any pre-paid hosting fees to Customers, whether Paid Customers or not, for periods of time following the Effective Date for which services are not provided.

     (b) Liabilities under the Assumed Contracts, but only to the extent that the event or state of facts giving rise to such Liability occurs following the Closing Date, or to the extent that performance required by an Assumed Contract is due after the Closing Date.

     2.4. Excluded Liabilities . Except as otherwise set forth in this Agreement, Buyer shall not assume, and shall be deemed not to have assumed, any Liabilities except for the Assumed Liabilities, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller other than the Assumed Liabilities (collectively, the “ Excluded Liabilities ”).

ARTICLE III
CLOSING

     3.1. Closing: Purchase Price .

     (a) The closing of the transaction contemplated herein (the “ Closing ”) shall be held at the offices of the Buyer, 70 Blanchard Road, Burlington, MA, 01803 at 10:00 a.m. (prevailing Eastern time) on the date first written above, or such other date as the parties hereto shall mutually agree. The actual time and date of the Closing is herein called the “ Closing Date .” The parties do not need to attend any Closing; rather they may forward their signature pages to this Agreement in accordance with Section 9.8.

     (b) On or before the Closing, the parties shall deliver the following items:

          (i) A bill of sale in the form attached hereto as Exhibit 3.1(b) , duly executed by the Seller, shall be delivered to the Buyer;

          (ii) [INTENTIONALLY OMITTED];

          (iii) All additional instruments of conveyance and transfer reasonably necessary to effectuate transfer of the Assets to Buyer as set forth in Schedule 3.1(b)(iii) ;

          (iv) The Initial Payment for the Customers shall be delivered by Buyer to Seller in immediately available funds by wire transfer in accordance with the instructions on Exhibit 3.1(b)(iv) ;

          (v) A closing statement in the form of Exhibit 3.1 (b)(v) ; and

          (vi) Items one (1) through five (5) of the Eight Deliverables defined in Schedule 3.5; and

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          (vii) An executed brand license agreement in form and substance acceptable to both parties.

     3.2. Purchase Price .

          (a) Assets . In consideration for the Assets, and subject to the terms and conditions of this Agreement, Buyer shall assume the Assumed Liabilities (as provided for in Section 2.3) and shall make the payments on the dates and in the amounts set forth below in cash in immediately available funds, by wire transfer to an account designated in a Notice by Seller from time to time:

          (i) Initial Payment . An initial payment on the Effective Date equal to 72% of that amount which is the product of (A) the Valuation Multiple multiplied by (B) twelve (12) times the Monthly Recurring Revenue attributable to the Class A Customers.

          (ii) Installment Payments . An Installment Payment on each Installment Payment Date equal to

(A) twelve (12) times the Monthly Recurring Revenue attributable to each Customer that became a Paid Customer on or before the applicable Accounting Date, multiplied by

(B) the Valuation Multiple, less

(C) the Initial Payment, less

(D) the amount of phone service and related charges reimbursable by Seller as provided in Section 3.4 (c), less

(D) the sum of all previous Installment Payments paid.

Notwithstanding the foregoing, however, if the result of the foregoing calculations is zero or a negative number, the amount of the Installment Payment shall be zero.

          (iii) Final Installment Payment . A final Installment Payment on the Installment Payment Date following the Final Accounting Date, equal to

(A) twelve (12) times the Monthly Recurring Revenue attributable to each Customer that became a Paid Customer on or before the applicable Final Accounting Date, multiplied by

(B) the Valuation Multiple, plus

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(C) the product of (I) twelve (12) times the Monthly Recurring Revenue attributable to each Successfully Migrated Customer with an annual payment plan that has not had a renewal date prior to the Final Accounting Date, multiplied by (II) the Annual Plan Conversion Rate, less

(D) the Initial Payment, less

(E) the amount of phone service and related charges reimbursable by Seller as provided in Section 3.4 (c), which charges and expenses have not been included in the calculation of any Installment Payment as provided in Section 3.2 (ii) (D) above, less

(F) the sum of all previous Installment Payments paid.

Notwithstanding the foregoing, however, if the result of the foregoing calculations is zero or a negative number, the amount of the Installment Payment shall be zero.

          3.3. Allocation of Purchase Price . The Buyer and Seller shall work together in good faith in an effort to agree upon a schedule (the “ Allocation Schedule ”) allocating the Purchase Price and the Assumed Liabilities among the Assets in accordance with Treas. Reg. §1.1060-1T (or any comparable provisions of state or local tax Law) or any successor provision. If an Allocation Schedule is agreed upon, then Buyer and Seller each shall prepare and file all tax returns (including amended tax returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other proceedings). Buyer and Seller shall also cooperate in the filing of any forms with respect to such allocation, including any amendments to such forms required. If the parties fail to agree upon an Allocation Schedule then each party shall comply with the requirements of applicable law and regulations independently. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive any Closing Date without limitation.

          3.4. Other Payments .

          (a) With respect to any Customer of the Seller that has paid for hosting services (other than pursuant to a monthly plan), the Seller will remit to Buyer any deferred revenue (determined in accordance with GAAP with respect to such Customers) that Seller has not recognized for payments made prior to the Closing Date (the “ Deferred Revenue ”), and such amount shall be deducted by the Buyer from the Initial Payment to be paid pursuant to Section 3.2(a)(i) (the “ Deferred Revenue Adjustment ”).

          (b) Between the Effective Date and the Rebiller Date, on a monthly basis commencing on a mutually agreeable Business day no later than 30 days following

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the Effective Date and on the same date of each month thereafter, Seller will remit to Buyer an amount equal to (i) the gross cash collected by the Seller from the Customers and New Signups, less (ii) credit card processing, bank merchant discount charges, and credit card chargebacks less (iii) the Carrying Cost. For purposes of this Agreement, “ Carrying Cost ” shall be defined as an amount equal to $10.00 per month (or, as applicable, a calendar day pro rata portion of each month) per each Customer and New Signup who is paying for web-hosting services that has not been Successfully Migrated, but is otherwise in Good Standing. In the event that there is a net amount due to Seller, it shall be carried forward, and if there is a net amount outstanding as of an Accounting Date, it shall be credited to Seller on the next Installment Payment Date.

          (c) The parties recognize that there will be certain phone service and related charges and expenses incurred by Buyer relating to the period from Effective Date to Rebiller Date for services on phone numbers transferred (“resporged”) as provided in Item 6 of the Eight Deliverables defined in Schedule 3.5. The parties further recognize that at the time that the Carrying Cost is paid, the amount of such charges and expenses incurred by Buyer may not yet have been determined. Accordingly, in lieu of reducing the “Carrying Cost” by the amount of such charges and expenses, Seller shall reimburse Buyer for such charges and expenses in the manner and at the times provided in Section 3.2 hereof.

          3.5. Transition Period (a) After the Effective Date Seller shall continue to collect all amounts due from Customers and New Signups, which become due prior to the Rebiller Date and remit to Buyer as provided in Section 3.4(b) above. Buyer shall be responsible for billing after the Rebiller Date. Seller shall conduct the Business and provide services to the Customers and New Signups, in accordance with the Assumed Contracts and Seller’s standard operating procedures (except to the extent provided to the contrary in Schedule 3.5 ). At the written request of Seller, Buyer shall withhold service from any Customer who has become subject to such withholding of services pursuant to Seller’s collections policies, and Seller shall advise Buyer promptly in writing when such Customer has become eligible for restoration of service, and Seller shall promptly restore service.

          (b) During the Transition Period, each of the Buyer and Seller shall use all commercially reasonable efforts to cause the migration of Customers and New Signups. Schedule 3.5 sets forth an outline of the tasks required to Successfully Migrate the Customers and New Signups. To the extent that any action may be required to cause the Customers and New Signups to be Successfully Migrated and which action may not be set forth on Schedule 3.5 , Buyer and Seller shall be obligated to perform such action promptly and efficiently.

          (c) Seller shall use commercially reasonable efforts to provide the Buyer with a report of all Customers and New Signups that includes an accounts receivable trial balance aging report as of the Effective Date. Following the Effective Date and until the Rebiller Date, Seller shall provide a monthly report to Buyer with respect to the Customers and New Signups, that have not Successfully Migrated, of (i) accounts receivable trial balance aging report, (ii) cash report of all monies received for the prior

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month, (iii) copies of invoices and credits, if any, sent or issued in the prior month and (iv) a monthly report relating to “Carrying Cost” and other matters as set forth in Schedule 3.5 .

          (d) Within twenty-four (24) hours following the Effective Date, Seller shall take all necessary steps required to deliver to Buyer Items six (6) through eight (8) of the Eight Deliverables defined in Schedule 3.5 , including without limitation executing and delivering to Buyer the applicable resporg instrument(s) of transfer referred to in such Item 6, and initiating the transfer to Buyer of all mainsite and customer domains referred to in such Items 7 and 8, unlocking the administrative and technical contacts so as to allow Buyer to make additional changes in such contacts, and taking such other actions as Buyer may reasonably request to assist in the completion of such transfers.

          (e) From and after the Migration Date, Seller will refer all communications from the Customers and New Signups to Buyer. From and after the Migration Date, Buyer will handle all communications to and from the Customers and New Signups.

          (f) Buyer shall own all right, title and interest in any New Signups, provided that New Signups shall be included in the group of accounts for which Buyer pays to Seller a Carrying Cost as provided in Section 3.4 (b) hereof. Seller shall pay to Buyer the full amount of payments received by Seller on account of New Signups as and when provided in Section 3.4(b).

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

          As of the Closing Date, the Seller represents and warrants, to and for the benefit of the Buyer and the other Buyer Indemnitees (as defined herein), that as of the date hereof, except as set forth on the disclosure schedules attached hereto:

          4.1. Existence: Good Standing and Power . The Seller is a corporation validly existing and in good corporate standing under the laws of the State of Minnesota, and has all requisite power and authority to own, lease and operate its Assets to be sold hereunder. Seller has all requisite power and authority to execute and deliver this Agreement and the other documents and instruments to be executed and delivered by Seller and to perform its obligations hereunder and thereunder. The Seller is duly authorized to transact business as a foreign corporation, and is in good corporate standing, in the states in which the Business is conducted.

          4.2. Authority . The execution, delivery and performance of this Agreement and the consummation by Seller of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller. The

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transactions contemplated by this Agreement do not require the consent of the shareholders of Seller pursuant to the laws of the State of Minnesota.

          4.3. Execution and Binding Effect . This Agreement has been duly and validly executed and delivered by Seller and constitutes, and this Agreement and the transactions contemplated hereby will constitute (assuming in each case the due and valid authorization, execution and delivery thereof by the other parties hereto), a valid and legally binding obligation of Seller enforceable against Seller in accordance with its re