THE
COMPANY SHALL BE ENTITLED, BUT NOT OBLIGATED, TO ALLOW ANY PURCHASER OF COMMON
STOCK FROM THE COMPANY (OR SECURITIES OR RIGHTS CONVERTIBLE OR EXERCISABLE INTO
COMMON STOCK) OTHER THAN A TRANSFEREE OF BOISE REGISTRABLE SECURITIES OR ALDABRA
REGISTRABLE SECURITIES (WHICH TRANSFEREES SHALL BECOME HOLDERS OF NEW BOISE
REGISTRABLE SECURITIES OR ALDABRA REGISTRABLE SECURITIES, AS APPLICABLE, AND
SUCH TRANSFEREES SHALL BE REQUIRED TO EXECUTE A COUNTERPART TO THIS AGREEMENT
AND BECOME A PARTY HERETO AS A CONDITION TO SUCH TRANSFEREE'S RECEIPT OF SUCH
SECURITIES), TO EXECUTE A COUNTERPART TO THIS AGREEMENT AND BECOME A PARTY
HERETO (EACH, AN "OTHER INVESTOR"), IN WHICH CASE THE COMMON STOCK ISSUED OR
ISSUABLE TO ANY SUCH OTHER INVESTOR SHALL, EXCEPT IF SUCH OTHER INVESTOR HOLDS
SECURITIES THAT MEET THE DEFINITION OF "BOISE REGISTRABLE SECURITIES" OR
"ALDABRA REGISTRABLE SECURITIES" BE DEEMED "OTHER REGISTRABLE SECURITIES" FOR
PURPOSES OF THIS AGREEMENT.
EXCEPT AS SET FORTH IN THIS SECTION 14(E), THE
COMPANY WILL NOT GRANT TO ANY OTHER PERSONS ANY REGISTRATION RIGHTS (OTHER THAN
PIGGYBACK REGISTRATION RIGHTS IN ACCORDANCE WITH THIS AGREEMENT) WITHOUT THE
PRIOR WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
THEN OUTSTANDING.
(F)
SUCCESSORS AND ASSIGNS.
ALL COVENANTS AND AGREEMENTS IN THIS AGREEMENT
BY OR ON BEHALF OF ANY OF THE PARTIES HERETO SHALL BIND AND INURE TO THE BENEFIT
OF THE RESPECTIVE SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO WHETHER SO
EXPRESSED OR NOT.
IN ADDITION, WHETHER OR NOT ANY EXPRESS ASSIGNMENT HAS BEEN
MADE, THE PROVISIONS OF THIS AGREEMENT WHICH ARE FOR THE BENEFIT OF THE
PURCHASERS OR HOLDERS OF ANY TYPE OF REGISTRABLE SECURITIES ARE, EXCEPT AS
OTHERWISE DESCRIBED HEREIN, ALSO FOR THE BENEFIT OF, AND ENFORCEABLE BY, ANY
SUBSEQUENT HOLDER OF SUCH TYPE OF REGISTRABLE SECURITIES (E.G., ANY SUBSEQUENT
PURCHASER OF BOISE REGISTRABLE SECURITIES OR ALDABRA REGISTRABLE SECURITIES, AS
THE CASE MAY BE, SHALL, EXCEPT AS OTHERWISE DESCRIBED HEREIN, HAVE THE RIGHTS OF
A HOLDER OF BOISE REGISTRABLE SECURITIES OR ALDABRA REGISTRABLE SECURITIES,
RESPECTIVELY).
FURTHERMORE, BOISE MAY ASSIGN IN WRITING, WITHOUT THE CONSENT OF
ANY OTHER PARTY HERETO, ANY RIGHTS SPECIFIC TO BOISE HEREUNDER IN WHOLE OR IN
PART TO ANY TRANSFEREE OF BOISE REGISTRABLE SECURITIES.
NOTHING HEREIN SHALL
LIMIT THE RIGHT OF BOISE OR ITS SHAREHOLDERS TO DISTRIBUTE OR OTHERWISE TRANSFER
ANY BOISE REGISTRABLE SECURITIES HEREUNDER TO ITS DIRECT AND INDIRECT MEMBERS,
SUBJECT TO SUCH CONDITIONS AS MAY BE IMPOSED BY BOISE WITH RESPECT THERETO;
PROVIDED THAT, UPON ANY DISTRIBUTION BY OFFICEMAX, INC. TO ITS SHAREHOLDERS,
FOREST PRODUCTS HOLDINGS, L.L.C. TO ITS MEMBERS OR
MDCP IV TO ITS PARTNERS OF
ANY BOISE REGISTRABLE SECURITIES, SUCH DISTRIBUTING PARTY MAY, WITH EFFECT
IMMEDIATELY PRIOR TO SUCH DISTRIBUTION, BY WRITTEN NOTICE TO THE COMPANY
TERMINATE THE RIGHTS AND OBLIGATIONS OF EACH DISTRIBUTEE OF SUCH REGISTRABLE
SECURITIES THAT WILL (TOGETHER WITH ITS AFFILIATES),
34
AFTER GIVING EFFECT TO SUCH DISTRIBUTION, HOLD LESS THAN 10% OF THE COMPANY'S
COMMON STOCK ON A FULLY-DILUTED BASIS AND IS NOT OTHERWISE AN OFFICER, DIRECTOR
OR EMPLOYEE OF THE COMPANY. NOTWITHSTANDING ANYTHING HEREIN TO THE