CONTRARY, IN
ORDER TO OBTAIN ANY BENEFITS OF THIS AGREEMENT, ANY SUBSEQUENT HOLDER OF
REGISTRABLE SECURITIES OR ANY ASSIGNEE OF BOISE MUST EXECUTE A COUNTERPART TO
THIS AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, THEREBY
AGREEING TO BE BOUND THE TERMS HEREOF.
(G)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED BY OR INVALID
UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF THIS
AGREEMENT.
(H)
GOVERNING LAW.
THE CORPORATE LAW OF THE STATE OF DELAWARE SHALL GOVERN
ALL ISSUES AND QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS.
ALL OTHER ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND
SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY
OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE.
IN FURTHERANCE OF THE FOREGOING,
THE INTERNAL LAW OF THE STATE OF DELAWARE SHALL CONTROL THE INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT (AND ALL SCHEDULES AND EXHIBITS HERETO), EVEN
THOUGH UNDER THAT JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
WHENEVER
USED HEREIN, "INCLUDING" MEANS "INCLUDING, WITHOUT LIMITATION."
(I)
NOTICES.
ALL NOTICES, DEMANDS OR OTHER COMMUNICATIONS TO BE GIVEN OR
DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED PERSONALLY TO THE
RECIPIENT, SENT TO THE RECIPIENT BY REPUTABLE OVERNIGHT COURIER SERVICE (CHARGES
PREPAID) OR MAILED TO THE RECIPIENT BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED AND POSTAGE PREPAID.
SUCH NOTICES, DEMANDS AND OTHER
COMMUNICATIONS SHALL BE SENT TO A PARTICULAR HOLDER OF REGISTRABLE SECURITIES AT
THE ADDRESS INDICATED ON THE BOOKS AND RECORDS OF THE COMPANY AND TO THE COMPANY
AT ITS PRINCIPAL EXECUTIVE OFFICE (TO THE ATTENTION OF THE COMPANY'S PRESIDENT)
OR TO SUCH OTHER ADDRESS OR TO THE ATTENTION OF SUCH OTHER PERSON AS THE
RECIPIENT PARTY HAS SPECIFIED BY PRIOR WRITTEN NOTICE TO THE SENDING PARTY.
(J)
ENTIRE AGREEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THIS
AGREEMENT EMBODIES THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES
AND SUPERSEDES AND PREEMPTS ANY PRIOR UNDERSTANDINGS, AGREEMENTS, OR
REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED
TO THE SUBJECT MATTER HEREOF IN ANY WAY (INCLUDING THAT CERTAIN REGISTRATION
RIGHTS AGREEMENT, DATED AS OF JUNE 19, 2007, BY AND AMONG THE COMPANY AND
CERTAIN OF ITS STOCKHOLDERS, WHICH IS HEREBY TERMINATED IN ITS ENTIRETY).
(K)
REFERENCES TO EQUITY SECURITIES.
WHENEVER THERE IS A