ANYTHING IN THIS SECTION 7(B) TO THE CONTRARY, IN NO EVENT
SHALL ANY HOLDER OR GROUP OF HOLDERS BE ENTITLED TO EFFECT A SHELF OFFERING
UNLESS THE AGGREGATE OFFERING PRICE FOR ANY SUCH OFFERING OR DISTRIBUTION IS NOT
LESS THAN $20,000,000.
NO HOLDER OF REGISTRABLE SECURITIES THAT HAS INCLUDED
REGISTRABLE SECURITIES PURSUANT TO A SHELF REGISTRATION SHALL BE ENTITLED TO
SELL SHARES INCLUDED AS PART OF A SHELF REGISTRATION UNLESS INCLUDED AS PART OF
A SHELF OFFERING.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNLESS
OTHERWISE CONSENTED TO BY THE HOLDERS OF REGISTRABLE SECURITIES INITIALLY
REQUESTING SUCH SHELF OFFERING, NO OTHER HOLDER TO WHOM SUCH NOTICE IS PROVIDED
MAY INCLUDE IN SUCH SHELF OFFERING A GREATER PERCENTAGE OF SUCH HOLDER'S
REGISTRABLE SECURITIES THAN THE PERCENTAGE OF REGISTRABLE SECURITIES INCLUDED BY
THE HOLDERS REQUESTING SUCH SHELF OFFERING.
14
8.
RULE 144 AND RULE 144A REPORTING.
WITH A VIEW TO MAKING AVAILABLE THE
BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION THAT MAY PERMIT THE SALE OF REGISTRABLE SECURITIES TO THE PUBLIC
WITHOUT REGISTRATION, THE COMPANY AGREES AT ALL TIMES AFTER THE COMPANY HAS
FILED A REGISTRATION STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO THE REQUIREMENTS OF EITHER THE SECURITIES ACT OR THE EXCHANGE ACT TO
USE ITS REASONABLE BEST EFFORTS TO:
(A) MAKE AND KEEP PUBLIC INFORMATION
REGARDING THE COMPANY AVAILABLE AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN
RULE 144 AND RULE 144A UNDER THE SECURITIES ACT; (B) FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT; AND
(C) SO LONG AS A HOLDER OWNS ANY REGISTRABLE SECURITIES, FURNISH TO THE HOLDER
FORTHWITH UPON WRITTEN REQUEST A WRITTEN STATEMENT BY THE COMPANY AS TO ITS
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF RULE 144 AND RULE 144A, AND OF THE
SECURITIES ACT AND THE EXCHANGE ACT, A COPY OF THE MOST RECENT ANNUAL OR
QUARTERLY REPORT OF THE COMPANY, AND SUCH OTHER REPORTS AND DOCUMENTS SO FILED
AS A HOLDER MAY REASONABLY REQUEST IN AVAILING ITSELF OF ANY RULE OR REGULATION
OF THE SECURITIES AND EXCHANGE COMMISSION ALLOWING A HOLDER TO SELL ANY SUCH
SECURITIES WITHOUT REGISTRATION.
9.
OTHER RIGHTS AND RESTRICTIONS.
(A)
APPROVAL OF CERTAIN ACTIVITIES. FOR AS LONG AS THE HOLDERS OF BOISE
REGISTRABLE SECURITIES OWN AT LEAST 33% OF THE SHARES OF COMMON STOCK OF THE
COMPANY ISSUED TO HOLDERS OF BOISE REGISTRABLE SECURITIES AS OF THE DATE HEREOF
(DETERMINED AFTER GIVING EFFECT TO THE ISSUANCE OF COMMON STOCK TO BOISE UNDER
THE PURCHASE AGREEMENT AND AS EQUITABLY ADJUSTED FOR ANY STOCK SPLITS, STOCK
COMBINATIONS, REORGANIZATIONS, EXCHANGES, MERGER, RECAPITALIZATIONS OR SIMILAR
TRANSACTION AFTER THE DATE HEREOF), THE COMPANY SHALL NOT, AND SHALL NOT PERMIT
ANY SUBSIDIARY TO, AND NO OFFICER, EMPLOYEE OR AGENT OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY SHALL TAKE, ANY OF THE FOLLOWING ACTIONS WITHOUT THE
AFFIRMATIVE WRITTEN CONSENT OF THE BOISE MAJORITY HOLDERS:
(I)
DIRECTLY OR INDIRECTLY