Common use of Redemption of Preferred Shares Clause in Contracts

Redemption of Preferred Shares. (a) Each of the Investors and Office Depot hereby agrees that, effective as of immediately following receipt of (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent (as defined below) to make the Shareholder Approval Redemption (as defined below) (collectively, the “Shareholder Approval Redemption Conditions”), 175,000 of the Preferred Shares then held by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations of the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following the date the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) with respect to the Shareholder Approval Redemption Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed to be received by the Investors within the time period provided by Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD and (ii) each of the Investors is hereby notified by Office Depot that: (A) the redemption date for the Shareholder Approval Redemption Shares shall be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) the number of Preferred Shares to be redeemed shall be 175,000, (C) the redemption price per Shareholder Approval Redemption Share shall be as set forth in Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) the redemption of the Shareholder Approval Redemption Shares shall occur as promptly as practicable following the date that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot as promptly as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD or Series B CoD, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable following the Investors’ surrender of the certificates representing the Shareholder Approval Redemption Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without any further action of the parties and (ii) the foregoing notice of redemption shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior to the Closing.

Redemption of Preferred Shares. (a) Each Xxxxx REF hereby agrees to sell, transfer, grant, convey and assign the Preferred Shares to the Company, and the Company hereby agrees to purchase, receive, acquire and redeem the Preferred Shares and their respective accrued and unpaid dividends from Xxxxx REF, upon the closing date of the Investors and Office Depot hereby agrees thatCompany’s underwritten public offering of shares of Class A common stock (the “Redemption Date”), effective as of immediately following receipt of (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent for an aggregate redemption price equal to the Series A Redemption Price (as defined belowin the Company’s Sixth Articles of Amendment and Restatement (the “Charter”)) to make for 100% of the Shareholder Approval outstanding Series A Preferred Stock, calculated as of the end of the day immediately preceding the Redemption Date, plus the Series B Redemption Price (as defined belowin the Charter) for 100% of the outstanding Series B Preferred Stock, calculated as of the end of the day immediately preceding the Redemption Date (collectively, the “Shareholder Approval Redemption ConditionsPrice”); provided, 175,000 however, that this Agreement shall automatically terminate and be of no further force or effect without further action by any Party if the Preferred Shares are not redeemed on or before December 31, 2014. Xxxxx REF hereby agrees that the Dividend Waivers shall continue to be in effect through at least the earlier of the Redemption Date or June 30, 2014 (provided, however, that this period may be extended by the Company until December 31, 2014 so long as the Company is using good faith efforts to complete a listed public offering of its shares or other liquidity event that would result in the redemption of the Preferred Shares then held by at the Investors (the “Shareholder Approval previously agreed-upon Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations of the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”Price); and, thereafter, until such time as the case Dividend Waivers may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following the date the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) with respect to the Shareholder Approval Redemption Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed to be received by the Investors within the time period provided by Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD and (ii) each of the Investors is hereby notified by Office Depot that: (A) the redemption date for the Shareholder Approval Redemption Shares shall be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) the number of Preferred Shares to be redeemed shall be 175,000, (C) the redemption price per Shareholder Approval Redemption Share shall be as set forth in Section 6(a)(1) of the Series A CoD and Section 6(a)(1) of the Series B CoD, as the case may be, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) the redemption of the Shareholder Approval Redemption Shares shall occur as promptly as practicable following the date that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot as promptly as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD or Series B CoD, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable following the Investors’ surrender of the certificates representing the Shareholder Approval Redemption Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors prospectively revoked in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without any further action of the parties and (ii) the foregoing notice of redemption shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior to the Closingby Xxxxx REF.

Redemption of Preferred Shares. Whenever we redeem any preferred shares, the treatment accorded to any redemption by us for cash (aas distinguished from a sale, exchange or other disposition) Each of our preferred shares to a holder of such shares can only be determined on the basis of the Investors particular facts as to each holder at the time of redemption. In general, a holder of our preferred shares will recognize capital gain or loss measured by the difference between the amount received by the holder of such shares upon the redemption and Office Depot hereby agrees that, effective such holder’s adjusted tax basis in the shares redeemed (provided the preferred shares are held as of immediately following receipt of a capital asset) if such redemption (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent (as defined below) is “not essentially equivalent to make the Shareholder Approval Redemption (as defined below) (collectively, the “Shareholder Approval Redemption Conditions”), 175,000 of the Preferred Shares then held by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations of the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following the date the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) dividend” with respect to the Shareholder Approval Redemption Shares for purposes holder of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed to be received by the Investors within the time period provided by preferred shares under Section 6(c302(b)(1) of the Series A CoD and Code, (ii) is a “substantially disproportionate” redemption with respect to the shareholder under Section 6(c302(b)(2) of the Series B CoD and Code, or (iiiii) each results in a “complete termination” of the Investors holder’s interest in all classes of our shares under Section 302(b)(3) of the Code. In applying these tests, there must be taken into account not only any series or class of the shares being redeemed, but also such holder’s ownership of other classes of our shares and any options (including share purchase rights) to acquire any of the foregoing. The holder of our preferred shares also must take into account any such securities (including options) which are considered to be owned by such holder by reason of the constructive ownership rules set forth in Sections 318 and 302(c) of the Code. If the holder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is hereby notified by Office Depot that: (A) probable that the redemption date for the Shareholder Approval Redemption Shares shall of preferred shares from such a holder would be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) the number of Preferred Shares considered to be redeemed shall be 175,000“not essentially equivalent to a dividend.” However, (C) whether a distribution is “not essentially equivalent to a dividend” depends on all of the facts and circumstances, and a holder of our preferred shares intending to rely on any of these tests at the time of redemption price per Shareholder Approval Redemption Share shall be as should consult its tax advisor to determine their application to its particular situation. Satisfaction of the “substantially disproportionate” and “complete termination” exceptions is dependent upon compliance with the respective objective tests set forth in Section 6(a)(1302(b)(2) and Section 302(b)(3) of the Series Code. A CoD distribution to a holder of preferred shares will be “substantially disproportionate” if the percentage of our outstanding voting shares actually and Section 6(a)(1) of constructively owned by the Series B CoD, as the case may be, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) shareholder immediately following the redemption of shares (treating shares of preferred stock redeemed as not outstanding) is less than 80% of the Shareholder Approval Redemption Shares shall occur as promptly as practicable percentage of our outstanding voting shares actually and constructively owned by the shareholder immediately before the redemption, and immediately following the date redemption the shareholder actually and constructively owns less than 50% of the total combined voting power of all of our outstanding shares of capital stock. If our preferred shares are nonvoting shares, a shareholder would have to reduce such holder’s holdings (if any) in our classes of voting shares to satisfy this test. If the redemption does not meet any of the tests under Section 302 of the Code, then the redemption proceeds received from our preferred shares will be treated as a distribution on our shares as described under “Taxation of U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Distributions Generally.” If the redemption of a holder’s preferred shares is taxed as a dividend, the adjusted basis of such holder’s redeemed shares will be transferred to any other shares held by the holder. If the holder owns no other shares, under certain circumstances, such basis may be transferred to a related person, or it may be lost entirely. With respect to a redemption of our preferred shares that is treated as a distribution with respect to our shares, which is not otherwise taxable as a dividend, the Shareholder Approval Redemption Conditions IRS has proposed Treasury regulations that would require any basis reduction associated with such a redemption to be applied on a share-by-share basis which could result in taxable gain with respect to some shares, even though the holder’s aggregate basis for the shares would be sufficient to absorb the entire amount of the redemption distribution (in excess of any amount of such distribution treated as a dividend). Additionally, these proposed Treasury regulations would not permit the transfer of basis in the redeemed shares of the preferred shares to the remaining shares held (directly or indirectly) by the redeemed holder. Instead, the unrecovered basis in our preferred shares would be treated as a deferred loss to be recognized when certain conditions are satisfied. The Investors hereby agree These proposed Treasury regulations would be effective for transactions that occur after the date the regulations are published as final Treasury regulations. However, we cannot assure you as to deliver whether, when, and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot in what particular form such proposed Treasury regulations will ultimately be finalized. If a redemption of shares is not treated as promptly a distribution taxable as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD a dividend, it will be treated as a taxable sale or Series B CoD, as the case may be) against payment therefor as provided exchange in the next sentence. As promptly as practicable following the Investors’ surrender manner described under “Taxation of the certificates representing the Shareholder Approval Redemption U.S. Shareholders — Taxation of Taxable U.S. Shareholders — Dispositions of Our Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without any further action of the parties and (ii) the foregoing notice of redemption shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior to the Closing.”

Redemption of Preferred Shares. Whenever the Trust shall elect, or be required, to redeem Preferred Shares, it shall (aunless otherwise agreed in writing with the Depositary) Each give the Depositary not less than 30 days’ (or in the case of a mandatory redemption, not less than 15 days after the occurrence of a Change of Control) prior written notice to the date of such proposed redemption, the applicable redemption price, plus the amount, if any, of accrued and unpaid dividends thereon ending on the date fixed for redemption, and, in the case of an optional redemption, the number of such Preferred Shares held by the Depositary to be so redeemed. The Depositary shall mail, first-class postage prepaid, notice of the Investors redemption of Preferred Shares and Office Depot hereby agrees thatthe proposed simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed, effective as in the case of immediately following receipt an optional redemption not less than 30 nor more than 60 days prior to the date fixed for redemption of (i) Office Depot Stockholder Approval such Preferred Shares and (ii) Office Depot Lender Consent Depositary Shares, and in the case of a mandatory redemption within 15 days after the occurrence of a Change in Control (as defined below) in the Articles Supplementary), to make the Shareholder Approval Redemption (record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as defined below) (collectivelythe same appear on the records of the Depositary. On the date of such redemption, the “Shareholder Approval Redemption Conditions”)Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Shares; provided, 175,000 that the Trust shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Shares then held by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations of the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following redeemed, plus any accrued and unpaid dividends payable with respect thereto to the date of any such redemption. If fewer than all the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) with respect to the Shareholder Approval Redemption outstanding Depositary Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed are to be received by redeemed, the Investors within the time period provided by Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD and (ii) each of the Investors is hereby notified by Office Depot that: (A) the redemption date for the Shareholder Approval Redemption Shares shall be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) the number of Preferred Depositary Shares to be redeemed shall be 175,000determined pro rata or by lot or in such other equitable manner as prescribed by the by the Trust’s Board of Trustees that will not result in a violation of the Aggregate Ownership Limit. Notice having been mailed as aforesaid, from and after the redemption date (Cunless the Trust shall have failed to provide the funds necessary to redeem the Preferred Shares represented by the Depositary Shares called for redemption), all dividends on the Preferred Shares so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price, plus any accrued and unpaid dividends) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per Shareholder Approval Redemption share paid with respect to the Preferred Shares as the fraction each Depositary Share represents of a Preferred Share, plus the same fraction of all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Trust in respect of dividends which on the redemption date have accumulated on the Preferred Shares to be so redeemed and have not theretofore been paid. The foregoing shall be as set forth in Section 6(a)(1) further subject to the terms and conditions of the Series A CoD and Section 6(a)(1) Articles Supplementary. If fewer than all of the Series B CoDDepositary Shares evidenced by this Depositary Receipt are called for redemption, as the case may beDepositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) together with the redemption of payment, a new Depositary Receipt evidencing the Shareholder Approval Redemption Depositary Shares shall occur as promptly as practicable following the date that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot as promptly as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD or Series B CoD, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable following the Investors’ surrender of the certificates representing the Shareholder Approval Redemption Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held evidenced by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree prior Depositary Receipt that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without any further action of the parties and (ii) the foregoing notice of redemption shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior to the Closingcalled for redemption.

Redemption of Preferred Shares. Whenever the Corporation shall elect to redeem Preferred Shares, it shall (aunless otherwise agreed in writing with the Depositary) Each give the Depositary not less than 30 days’ prior written notice of the Investors date of such proposed redemption and Office Depot hereby agrees thatof the number of such Preferred Shares held by the Depositary to be so redeemed and the applicable redemption price, effective plus the amount, if any, of accrued and unpaid dividends thereon ending on the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Shares and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Shares and Depositary Shares, to the record holders of the Depositary Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of immediately following receipt the Depositary. On the date of (i) Office Depot Stockholder Approval and (ii) Office Depot Lender Consent (as defined below) to make the Shareholder Approval Redemption (as defined below) (collectivelysuch redemption, the “Shareholder Approval Redemption Conditions”)Depositary shall redeem the number of Depositary Shares representing such redeemed Preferred Shares; provided, 175,000 that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Shares then held by the Investors (the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) of the Certificate of Designations of the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following redeemed, plus any accrued and unpaid dividends payable with respect thereto to the date of any such redemption. If fewer than all the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) with respect to the Shareholder Approval Redemption outstanding Depositary Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed are to be received by redeemed, the Investors within the time period provided by Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD and (ii) each of the Investors is hereby notified by Office Depot that: (A) the redemption date for the Shareholder Approval Redemption Shares shall be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) the number of Preferred Depositary Shares to be redeemed shall be 175,000determined pro rata or by any other equitable method determined by the Corporation that will not result in a violation of the Ownership Limit, the Existing Holder Limit or any other ownership restriction set forth in Section 12.2(a) of the Certificate of Incorporation. Notice having been mailed as aforesaid, from and after the redemption date (Cunless the Corporation shall have failed to provide the funds necessary to redeem the Preferred Shares represented by the Depositary Shares called for redemption), all dividends on the Preferred Shares so called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Depositary Receipts evidencing such Depositary Shares (except the right to receive the redemption price, plus any accrued and unpaid dividends) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Depositary Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price per Depositary Share equal to the same fraction of the redemption price per Shareholder Approval Redemption share paid with respect to the Preferred Shares as the fraction each Depositary Share shall represents of a Preferred Share, plus the same fraction of all money and other property, if any, represented by such Depositary Shares, including all amounts paid by the Corporation in respect of dividends which on the redemption date have accumulated on the Preferred Shares to be as set forth in Section 6(a)(1) so redeemed and have not theretofore been paid. The foregoing is further subject to the terms and conditions of the Series A CoD and Section 6(a)(1) Certificate of Designations. If fewer than all of the Series B CoDDepositary Shares evidenced by this Depositary Receipt are called for redemption, as the case may beDepositary will deliver to the holder of this Depositary Receipt upon its surrender to the Depositary, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) together with the redemption of payment, a new Depositary Receipt evidencing the Shareholder Approval Redemption Depositary Shares shall occur as promptly as practicable following the date that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot as promptly as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that failure to deliver such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD or Series B CoD, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable following the Investors’ surrender of the certificates representing the Shareholder Approval Redemption Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held evidenced by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree prior Depositary Receipt that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without any further action of the parties and (ii) the foregoing notice of redemption shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior to the Closingcalled for redemption.

Redemption of Preferred Shares. (a) Each Whenever the Company shall be permitted and shall elect to redeem Preferred Shares in accordance with the provisions of the Investors Company’s Amended and Office Depot hereby agrees thatRestated Articles of Incorporation, effective it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary not less than 45 days notice of the date of such proposed redemption or exchange of Preferred Shares and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, as set forth in the Amended and Restated Articles of immediately following receipt Incorporation which notice shall be accompanied by a certificate from the Company stating that such redemption of (i) Office Depot Stockholder Approval Preferred Shares is in accordance with the provisions of the Company’s Amended and (ii) Office Depot Lender Consent (as defined below) Restated Articles of Incorporation. On the date of such redemption, provided that the Company shall then have paid or caused to make be paid in full to CSS the Shareholder Approval Redemption (as defined below) (collectively, the “Shareholder Approval Redemption Conditions”), 175,000 redemption price of the Preferred Shares then held by to be redeemed, plus an amount equal to any accrued and unpaid dividends thereon to the Investors (date fixed for redemption, in accordance with the “Shareholder Approval Redemption Shares”) shall be redeemed for cash pursuant to Section 6(a)(1) provisions of the Certificate Amended and Restated Articles of Designations of Incorporation the Series A Preferred (the “Series A CoD”) and Section 6(a)(1) of the Certificate of Designations of the Series B Preferred (the “Series B CoD”), as the case may be (the “Shareholder Approval Redemption”). Office Depot agrees (x) to cause the Office Depot Stockholders Meeting to be held as soon as practicable following the date the Registration Statement is declared effective by the Commission and (y) to deliver written notice to the Investors as promptly as practicable (and, in any event, within 24 hours) of the Shareholder Approval Redemption Conditions being satisfied. Subject to the final sentence of this Section 1(a), each of Office Depot and the Investors agrees that (i) this Section 1(a) Depositary shall constitute a notice of redemption by Office Depot satisfactory to each of the Investors (and any defect in such notice or delivery thereof is hereby waived by each of the Investors) with respect to the Shareholder Approval Redemption Shares for purposes of the Series A CoD and Series B CoD, as the case may be, which notice shall be deemed to be received by the Investors within the time period provided by Section 6(c) of the Series A CoD and Section 6(c) of the Series B CoD and (ii) each of the Investors is hereby notified by Office Depot that: (A) the redemption date for the Shareholder Approval Redemption Shares shall be the date that the Shareholder Approval Redemption Conditions are satisfied (regardless of when the Investors deliver the certificates for the Shareholder Approval Redemption Shares), (B) redeem the number of Depositary Shares representing such Preferred Shares. The Depositary shall mail notice of the Company’s redemption of Preferred Shares and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Shares to be redeemed shall be 175,000by first-class mail, postage prepaid, not less than 30 and not more than 60 days prior to the date fixed for redemption of such Preferred Shares and Depositary Shares (Cthe “Redemption Date”) to the redemption price per Shareholder Approval Redemption Share shall be as set forth in Section 6(a)(1) record holders of the Series A CoD and Section 6(a)(1) Receipts evidencing the Depositary Shares to be so redeemed, at the address of such holders as they appear on the records of the Series B CoD, as the case may be, determined as of the date that the Shareholder Approval Redemption Conditions are satisfied, and (D) the redemption of the Shareholder Approval Redemption Shares shall occur as promptly as practicable following the date that the Shareholder Approval Redemption Conditions are satisfied. The Investors hereby agree to deliver and surrender the certificates representing the Shareholder Approval Redemption Shares to Office Depot as promptly as practicable following receipt of written notice that the Shareholder Approval Redemption Conditions have been satisfied (provided that Depositary; but neither failure to deliver mail any such certificates shall not affect the validity of the redemption pursuant to this Agreement and the Series A CoD or Series B CoD, as the case may be) against payment therefor as provided in the next sentence. As promptly as practicable following the Investors’ surrender of the certificates representing the Shareholder Approval Redemption Shares, Office Depot shall deliver in cash by wire transfer in immediately available funds to each of the Investors the redemption price for the Shareholder Approval Redemption Shares held by such Investor redeemed in accordance with this Section 1(a) to an account or accounts designated by the Investors in writing to Office Depot. Notwithstanding anything contained herein or in the Series A CoD or Series B CoD to the contrary, the parties agree that (i) in the event that any of the Shareholder Approval Redemption Conditions are not satisfied as of the Closing, the foregoing notice of redemption shall automatically be null and void without of Depositary Shares to one or more such holders nor any further action of the parties and (ii) the foregoing defect in any notice of redemption of Depositary Shares to one or more such holders shall not be deemed to be effective (or be deemed to have been delivered pursuant to Section 6(c) affect the sufficiency of the Series A CoD and Section 6(c) of the Series B CoD) unless and until the Shareholder Redemption Conditions are satisfied at or prior proceedings for redemption as to the Closing.other holders. The Company will provide the Depositary with the informa