OfficeMax

First Amendment to Agreement and Plan of Merger (November 7th, 2013)

This First Amendment (this Amendment) is made and entered into as of November 5, 2013, by and among Office Depot, Inc., a Delaware corporation (Office Depot), Dogwood Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Office Depot (Merger Sub Two), Dogwood Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Office Depot (Merger Sub Three), Mapleby Holdings Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of OfficeMax (Mapleby Holdco), Mapleby Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of Mapleby Holdco (Merger Sub One), and OfficeMax Incorporated, a Delaware corporation (OfficeMax and, together with Office Depot, Merger Sub Two, Merger Sub Three, Mapleby Holdco and Merger Sub One, the Original Parties), and amends the Agreement and Plan of Merger, dated as of February 20, 2013 (the Agreement), by and among the Original Parties. Capitalized terms not

AMENDED AND RESTATED BYLAWS OF MAPLEBY HOLDINGS MERGER CORPORATION a Delaware Corporation Effective November 5, 2013 (November 7th, 2013)

BYLAWS OF MAPLEBY HOLDINGS MERGER CORPORATION as Amended and Restated November 5, 2013 Offices (November 7th, 2013)

First Amendment to Paper Purchase Agreement (August 6th, 2013)

THIS FIRST AMENDMENT TO PAPER PURCHASE AGREEMENT (this Amendment), dated as of June 20, 2013, is made by and between Boise White Paper, L.L.C., a Delaware limited liability company (Boise), and OfficeMax Incorporated, a Delaware corporation (OfficeMax). Capitalized terms used and not otherwise defined in this Amendment shall have the meanings given to them in the Agreement (as defined below).

Officemax Incorporated Retention Bonus Agreement (July 29th, 2013)

This OfficeMax Performance-Based Retention Bonus Agreement (Agreement) is made and entered into by and between OfficeMax Incorporated (OfficeMax or Company) and (Associate) as of July 24, 2013.

OFFICEMAX INCORPORATED 2013 Restricted Stock Unit Award Agreement Time Based (May 8th, 2013)

This Restricted Stock Unit Award (the Award) is granted on February 19, 2013 (the Award Date) by OfficeMax Incorporated (OfficeMax) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2013 Annual Incentive Award Agreement (May 8th, 2013)

This potential Annual Incentive Award (the Award) is granted on Date (the Award Date), by OfficeMax Incorporated (the Company) to Ravi Saligram (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2013 Restricted Stock Unit Award Agreement Time Based (May 8th, 2013)

This Restricted Stock Unit Award (the Award) is granted on February 19, 2013 (the Award Date) by OfficeMax Incorporated (OfficeMax) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2013 Annual Incentive Award Agreement (May 8th, 2013)

This potential Annual Incentive Award (the Award) is granted on Date (the Award Date), by OfficeMax Incorporated (the Company) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OfficeMax Incorporated 2013 Performance-Based RSU Award Agreement (May 8th, 2013)

This Performance-Based Restricted Stock Unit (RSU) Award (the Award) is granted on February 19, 2013 (the Award Date) by OfficeMax Incorporated (OfficeMax) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OfficeMax Incorporated 2013 Performance-Based RSU Award Agreement (May 8th, 2013)

This Performance-Based Restricted Stock Unit (RSU) Award (the Award) is granted on February 19, 2013 (the Award Date) by OfficeMax Incorporated (OfficeMax) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2013 Annual Incentive Award Agreement (May 8th, 2013)

This potential Annual Incentive Award (the Award) is granted on Date (the Award Date), by OfficeMax Incorporated (the Company) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

2013 Restricted Stock Unit Award Agreement (April 11th, 2013)

We are pleased to advise you that the Board of Directors of Office Depot, Inc. (the Company) has as of April 5, 2013 (the Grant Date) granted you a restricted stock unit award pursuant to the Office Depot, Inc. 2007 Long-Term Incentive Plan (the Plan). Capitalized terms used but not defined in this 2013 Restricted Stock Unit Award Agreement (the Agreement) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the New York Stock Exchange.

2013 Restricted Stock Award Agreement (April 11th, 2013)

We are pleased to advise you that the Board of Directors of Office Depot, Inc. (the Company) has as of April 5, 2013 (the Grant Date) granted you a restricted stock award pursuant to the Office Depot, Inc. 2007 Long-Term Incentive Plan (the Plan). Capitalized terms used but not defined in this 2013 Restricted Stock Award Agreement (the Agreement) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the New York Stock Exchange.

[Office Depot Letterhead] (April 11th, 2013)

Reference is made to (i) your Change in Control Agreement with Office Depot, Inc. (the Company), dated May 23, 2011 (the CIC Agreement), (ii) your employment letter agreement with the Company dated May 23, 2011, as amended (the Employment Agreement) and (iii) the Agreement and Plan of Merger by and among the Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax Incorporated, dated as of February 20, 2013 (the Merger Agreement). References herein to this Letter mean this letter agreement.

Second Amendment (March 6th, 2013)

SECOND AMENDMENT (this Amendment), dated as of March 4, 2013, to the Amended and Restated Credit Agreement dated as of May 25, 2011, as amended by the First Amendment to the Amended and Restated Credit Agreement, dated as of February 24, 2012 (the Credit Agreement), among Office Depot, Inc., Office Depot International (UK) Ltd., Office Depot UK Ltd., Office Depot International B.V., Office Depot B.V., Office Depot Finance B.V., OD International (Luxembourg) Finance S.A R.L. and Viking Finance (Ireland) Ltd. (collectively, the Borrowers), certain subsidiaries of Office Depot, Inc. from time to time parties thereto, the several banks and other institutions from time to time parties thereto (the Lenders), JPMorgan Chase Bank N.A., London Branch, as European administrative agent and European collateral agent, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Administrative Agent) and US collateral agent, Bank of America, N.A., as syndication agent, and Citibank, N.A

BOISE CASCADE HOLDINGS, L.L.C. A Delaware Limited Liability Company FOURTH AMENDED AND RESTATED OPERATING AGREEMENT Dated as of February 26, 2013 (March 4th, 2013)

THIS FOURTH AMENDED AND RESTATED OPERATING AGREEMENT of Boise Cascade Holdings, L.L.C. (this Agreement), is dated and made as of February 26, 2013.

[Office Depot Letterhead] (February 26th, 2013)

Reference is made to your Change in Control Agreement with Office Depot, Inc. (the Company), dated (the CIC Agreement), and to the Agreement and Plan of Merger by and among the Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax Incorporated, dated as of February 20, 2013 (the Merger Agreement).

Office Depot Omnibus Amendment to Outstanding Equity and Long-Term Incentive Awards (February 26th, 2013)

Reference is made to (i) the Office Depot, Inc. (the Company) 2007 Long-Term Incentive Plan (the 2007 Plan), (ii) the Office Depot, Inc. 2010, 2011 and 2012 Long-Term Incentive Cash Plans for Officers and Directors (collectively, the LTICPs) and (iii) the Agreement and Plan of Merger by and among the Company, Dogwood Merger Sub Inc., Dogwood Merger Sub LLC, Mapleby Holdings Merger Corporation, Mapleby Merger Corporation and OfficeMax Incorporated, dated as of February 20, 2013 (the Merger Agreement).

BOISE CASCADE HOLDINGS, L.L.C. A Delaware Limited Liability Company THIRD AMENDED AND RESTATED OPERATING AGREEMENT Dated as of September 6, 2012 (February 25th, 2013)

THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT of Boise Cascade Holdings, L.L.C. (this Agreement), dated as of September 6, 2012, is executed and agreed to for good and valuable consideration by the Members.

Termination Agreement (February 22nd, 2013)

This TERMINATION AGREEMENT (this Agreement) is made as of February 20, 2013, by and among Office Depot, Inc., a Delaware corporation (the Company), BC Partners, Inc., as the Investor Representative, and the several Investors listed on Schedule 1 hereto (the Investors). The Company, BC Partners, Inc. and the Investors are referred to collectively herein as the Parties and each individually as a Party.

Voting Agreement (February 22nd, 2013)

This VOTING AGREEMENT (this Agreement), dated as of February 20, 2013, is by and among Office Depot, Inc., a Delaware corporation (Office Depot), OfficeMax Incorporated, a Delaware corporation (OfficeMax), BC Partners, Inc., a Delaware corporation (the Investor Representative), and the several Investors listed on Schedule 1 hereto (the Investors). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as in effect as of the date hereof).

Voting Agreement (February 22nd, 2013)

This VOTING AGREEMENT (this Agreement), dated as of February 20, 2013, is by and among Office Depot, Inc., a Delaware corporation (Office Depot), OfficeMax Incorporated, a Delaware corporation (OfficeMax), BC Partners, Inc., a Delaware corporation (the Investor Representative), and the several Investors listed on Schedule 1 hereto (the Investors). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as in effect as of the date hereof).

AGREEMENT AND PLAN OF MERGER BY AND AMONG OFFICE DEPOT, INC., DOGWOOD MERGER SUB INC., DOGWOOD MERGER SUB LLC, MAPLEBY HOLDINGS MERGER CORPORATION, MAPLEBY MERGER CORPORATION AND OFFICEMAX INCORPORATED February 20, 2013 (February 22nd, 2013)

This Agreement and Plan of Merger (this Agreement) is made and entered into as of February 20, 2013, by and among Office Depot, Inc., a Delaware corporation (Office Depot), Dogwood Merger Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Office Depot (Merger Sub Two), Dogwood Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of Office Depot (Merger Sub Three), Mapleby Holdings Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of OfficeMax (Mapleby Holdco), Mapleby Merger Corporation, a Delaware corporation and a wholly owned direct subsidiary of Mapleby Holdco (Merger Sub One), and OfficeMax Incorporated, a Delaware corporation (OfficeMax and, together with Office Depot, Merger Sub Two, Merger Sub Three, Mapleby Holdco and Merger Sub One, the parties).

Voting Agreement (February 22nd, 2013)

This VOTING AGREEMENT (this Agreement), dated as of February 20, 2013, is by and among Office Depot, Inc., a Delaware corporation (Office Depot), OfficeMax Incorporated, a Delaware corporation (OfficeMax), BC Partners, Inc., a Delaware corporation (the Investor Representative), and the several Investors listed on Schedule 1 hereto (the Investors). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as in effect as of the date hereof).

Series a Common Unit Redemption Agreement (February 14th, 2013)

THIS SERIES A COMMON UNIT REDEMPTION AGREEMENT is made and entered into as of February 10, 2013, by and among Boise Cascade Holdings, L.L.C., a Delaware limited liability company (the Company), OfficeMax Incorporated, a Delaware corporation (OMX), and, with respect to Sections 4, 5 and 7 only, Forest Products Holdings, L.L.C., a Delaware limited liability company (FPH). Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 6.

OFFICEMAX INCORPORATED Form of 2012 Director Restricted Stock Unit Award Agreement (July 31st, 2012)

This Restricted Stock Unit Award (the Award) is granted on July xx, 2012 (the Award Date) by OfficeMax Incorporated (OfficeMax) to Name (Director or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and pursuant to the following terms of this agreement (the Agreement):

CONFIDENTIAL April 5, 2012 [Address] Dear John, (April 12th, 2012)

OfficeMax Incorporated (the Company) provides you with the severance benefits described in this letter agreement (the Agreement) if your employment with the Company is terminated before or after a potential change in control of the Company or a change in control of the Company (each as defined in Section 2 of the Agreement). The Agreement terms are as follows:

Officemax Incorporated Nondisclosure and Fair Competition Agreement (April 12th, 2012)

THIS AGREEMENT is made as of this 2nd day of April, 2012, by and between OfficeMax Incorporated, a Delaware corporation (OfficeMax), which term includes any affiliates and subsidiaries), and John Kenning (the Executive).

OfficeMax Incorporated 2012 Performance Unit Award Agreement Senior Vice Presidents (February 22nd, 2012)

This Performance Unit Award (the Award) is granted on February XX, 2012 (the Award Date), by OfficeMax Incorporated (OfficeMax) to <<First_Name>> <<Last_Name>> (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OfficeMax Incorporated 2012 Performance-Based RSU Award Agreement Executive Vice Presidents and Above (February 22nd, 2012)

This Performance-Based Restricted Stock Unit (RSU) Award (the Award) is granted on February XX, 2012 (the Award Date), by OfficeMax Incorporated (OfficeMax) to <<First_Name>> <<Last_Name>> (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OfficeMax Incorporated 2012 Nonqualified Stock Option Award Agreement Senior Vice President and Above (February 22nd, 2012)

This Nonqualified Stock Option Award (the Award) is granted on February XX, 2012 (the Award Date), by OfficeMax Incorporated (OfficeMax) to <<insert name>> (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2012 Annual Incentive Award Agreement (February 22nd, 2012)

This potential Annual Incentive Award (the Award) is granted on Date (the Award Date), by OfficeMax Incorporated (the Company) to Ravi Saligram (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

OFFICEMAX INCORPORATED 2012 Annual Incentive Award Agreement (February 22nd, 2012)

This potential Annual Incentive Award (the Award) is granted on Date (the Award Date), by OfficeMax Incorporated (the Company) to Name (Awardee or you) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the Plan), and the following terms and conditions of this agreement (the Agreement):

As This Is a Legal Document, OfficeMax Incorporated (The Company) Hereby Advises Executive in Writing to Consult With an Attorney Prior to Executing This Waiver of Claims and General Release (Or the Agreement). (December 21st, 2011)

In consideration of the Benefits set forth in this Agreement and accompanying letter dated December 2, 2011 entitled Impact of Termination on Compensation and Benefits, (incorporated herein as if set out in full) and for other good and valuable consideration, the undersigned Executive agrees as follows: