ADDRESS OF THE INTENDED TRANSFEREE; PROVIDED,
HOWEVER, THAT NO OTHERWISE VALID TRANSFER SHALL BE RENDERED INVALID SOLELY AS A
RESULT OF A FAILURE TO GIVE NOTICE HEREUNDER. NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, TRANSFEREES OF A BOISE SUB HOLDER SHALL ASSUME ALL OBLIGATIONS OF
THE TRANSFERRING BOISE SUB HOLDER HEREUNDER, BUT, EXCEPT WITH RESPECT TO AN
AFFILIATE OF BOISE SUB, SHALL NOT BE ENTITLED TO ANY RIGHTS OF BOISE SUB, A
BOISE SUB HOLDER OR A STOCKHOLDER CONFERRED BY THIS AGREEMENT.
5.3
TRANSFERS BY FPH HOLDERS.
(A)
PERMITTED TRANSFERS. AN FPH HOLDER MAY AT
ANY TIME, WITHOUT THE CONSENT OF ANY OTHER STOCKHOLDER, (I) TRANSFER ANY OR ALL
OF ITS SHARES TO ONE OR MORE AFFILIATES OF FPH, (II) TRANSFER ANY OR ALL ITS
SHARES PURSUANT TO AN EXEMPT SALE, OR (III) SELL ANY OR ALL OF ITS SHARES TO ANY
OTHER THIRD PERSON OR PERSONS OR PURSUANT TO A PUBLIC SALE OR OTHERWISE TRANSFER
SHARES, SUBJECT TO THE REMAINING PROVISIONS OF THIS SECTION 5.3.
THE FOREGOING
CONSENT RIGHT SHALL NOT BE ASSIGNABLE BY BOISE SUB OR INURE TO THE BENEFIT OF
ANY TRANSFEREE, SUCCESSOR OR ASSIGN OF BOISE SUB, EXCEPT FOR AN AFFILIATE OF
BOISE SUB WHO IS (OR BECOMES) A STOCKHOLDER.
NOTWITHSTANDING THE FOREGOING AND
EXCEPT IN THE CASE OF A PUBLIC SALE OR SALE TO DIRECTORS, OFFICERS OR EMPLOYEES
OF
11
TIMBER HOLDING CO., ANY TRANSFER OF SHARES BY AN FPH HOLDER SHALL BE NULL AND
VOID AND TIMBER HOLDING CO. SHALL REFUSE TO RECOGNIZE SUCH TRANSFER UNLESS THE
TRANSFEREE EXECUTES AND DELIVERS TO EACH PARTY HERETO AN AGREEMENT (AN "FPH
JOINDER AGREEMENT"): (X) ACKNOWLEDGING THAT ALL SHARES OR INTERESTS IN ANY
SHARES SO TRANSFERRED ARE AND SHALL REMAIN SUBJECT TO THIS AGREEMENT; AND (Y)
AGREEING TO BE BOUND HEREBY.
UPON EXECUTION OF AN FPH JOINDER AGREEMENT, EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN AND EXCEPT FOR ANY RIGHT HEREUNDER TO
CONSENT TO ANY ACTION OR PROPOSED ACTION (INCLUDING, WITHOUT LIMITATION, ANY
PROPOSED TRANSFER OF SHARES), THE RIGHTS OF THE TRANSFERRING FPH HOLDER
HEREUNDER WITH RESPECT TO THE SHARES TRANSFERRED SHALL BE ASSIGNED TO SUCH
TRANSFEREE.
ANY FPH HOLDER SHALL NOTIFY THE OTHER PARTIES OF ANY INTENDED
TRANSFER OF SHARES OR INTERESTS IN SHARES PURSUANT TO THIS SECTION 5.3 (OTHER
THAN AN EXEMPT SALE), GIVING THE NAME AND ADDRESS OF THE INTENDED TRANSFEREE;
PROVIDED, HOWEVER, THAT NO OTHERWISE VALID TRANSFER SHALL BE RENDERED INVALID
SOLELY AS A RESULT OF A FAILURE TO GIVE NOTICE HEREUNDER.
(B)
TAG-ALONG RIGHTS. BOISE SUB AND ITS
AFFILIATES SHALL HAVE TAG-ALONG RIGHTS AS PROVIDED IN THIS
SECTION 5.3(B):
(I)
IN THE EVENT ANY FPH HOLDER DESIRES TO
SELL ALL OR ANY PART OF ANY CLASS OR SERIES OF ITS SHARES TO A THIRD PERSON
(OTHER THAN PURSUANT TO AN EXEMPT SALE), IT SHALL PROVIDE PRIOR WRITTEN NOTICE
(THE "SALE NOTICE") TO BOISE SUB SETTING FORTH IN REASONABLE DETAIL THE TERMS
AND CONDITIONS ON WHICH THE PROPOSED SALE IS TO BE MADE AND IDENTIFYING THE
PROPOSED PURCHASER. BOISE SUB SHALL HAVE THE OPTION